Articles of Association

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Company Number: SC691967

The Companies Act 2006

Private Company Limited by Guarantee

Articles of Association

of

Bowls Europe (The “Company”)

Table of Contents
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    1           Defined terms and interpretation

    1.1       In these Articles, unless the context requires otherwise:

    “Act” means The Company Act 2006;

    “address” includes a number or address used for the purposes of sending or receiving documents or information by electronic means;

    “Annual General Meeting” means a General Meeting of the Company to be held each year in accordance with Article 7.13;

    “Appointment Cycle” means, in respect of each Director, a period which commences on the date of appointment of that Director and ends on the close of the second Annual General Meeting after that appointment;

    “Appointments Committee” means a committee appointed under Article 6.1.2 and which is charged by the Board to identify and recommend any person or persons suitable to fill such positions under Articles 4.7 or 4.8 as are specified by the Board;

    “appointed Director” means a Director appointed under Article 4.7;

    “Articles” means the Company’s Articles of Association for the time being in force which can only be substantively amended by a special resolution;

    “bankruptcy” means individual insolvency proceedings in any jurisdiction which have an effect similar to that of sequestration or bankruptcy in Scotland, England and Wales or Northern Ireland;

    “Board” means the Directors or a quorum of the Directors present at a Board meeting;

    “Business Day” means a day when banks in Edinburgh are open for business;

    “Chairperson” means the Director of the Company appointed under Article 4 as the Chairperson of the Board;

    “chair of the meeting” has the meaning given in Article 4.3;

    “clear days” means a period of the specified length excluding the day of the meeting and the day on which the notice is given;

    “Company” means Bowls Europe, a company incorporated in Scotland under the Act (Company Number: SC 691967);

    “Directors” has the meaning in Article 4.1;

    “document” includes, unless otherwise specified, any document sent or supplied in electronic form;

    “electronic form” means a document or information sent or supplied by electronic means or by any other means while in electronic form (for example, sending a disk or a USB stick by post);

    “electronic means” means a document sent initially and received at its destination by means of electronic equipment for the processing (which expression includes digital compression) or storage of data and entirely transmitted, conveyed or received by wire, by radio, by optical means or by other electromagnetic means;

    “Europe” means the European Region as defined by World Bowls;

    “General Meeting” means a General Meeting of the Members of the Company whether or not it is an Annual General Meeting;

    “Honorary Life Member” means an honorary member of the Company as set out in Article 3.3;

    “instrument” means a document or information sent or supplied in a paper copy or similar form capable of being read;

    “Laws” means any laws, rules, bye-laws, codes of conduct, disciplinary rules or any other rules and/or laws of any kind adopted by the Board and published by the Company as binding on the Members which shall include the Laws of the Sport in so far as they are not superseded by any of the said Laws;

    “Member” means a Member National Authority admitted as a Member under Article 3;

    “Member National Authority” means a body that conducts and administers the Sport in a particular country and is recognized by Word Bowls;

    “Model Articles” means the model articles for private companies limited by guarantee contained in Schedule 2 of the Companies (Model Articles) Regulations 201313 (SI 2008/3229) as amended prior to the date of adoption of these Articles;

    “National Delegate” means the person appointed by a Member to represent that Member in matters relating to Bowls Europe;

    “ordinary resolution” has the meaning given in section 282 of the Companies Act 2006;

    “proxy notice” has the meaning given in Article 7.12;

    “special resolution” has the meaning given in section 283 of the Companies Act 2006;

    “the Sport” means the sport of lawn bowls; and

    “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.

    1.2       Except where the contrary is stated or the context otherwise requires, any reference in the Articles to a statute or statutory provision includes any order, regulation, instrument or other subordinate legislation made under it for the time being in force, and any reference to a statute, statutory provision, order, regulation, instrument or other subordinate legislation includes any amendment, extension, consolidation, re-enactment or replacement of it for the time being in force.

    1.3       Words importing the singular include the plural and vice versa. Words importing the masculine gender include the feminine and neuter gender. Words importing persons include corporations.

    1.4       The Model Articles shall apply to the Company, except insofar as they are modified or excluded by these Articles. In the event of conflict or inconsistency between these Articles and the Model Articles, these Articles shall govern and prevail.

     

    2           Objectives and Assets

    2.1       The objectives of Bowls Europe shall be to foster, safeguard, promote and encourage the growth of the Sport in Europe. Bowls Europe shall have the power to do all lawful acts and things to further these objectives.

    2.2       The income and property of Bowls Europe shall be applied solely towards the promotion of the objectives of Bowls Europe and no portion of the income or property of Bowls Europe shall be paid or transferred directly or indirectly to any Member provided that nothing in these Articles shall prevent any payment in good faith by Bowls Europe.

     

    3           Membership

    3.1          Bowls Europe shall have the following classes of membership:

    3.1.1          Members – Member National Authorities affiliated to and within the European Region of World Bowls.

    3.1.2          Honorary Life Members.

     

    3.2       Members

    3.2.1          Every Member National Authority that wishes to become a Member shall deliver to Bowls Europe an application for membership in such form as the Board requires, executed by the Member National Authority together with any document or material required by the Board.

    3.2.2         No Member National Authority shall be admitted as a Member unless approved by the Board.

     

    3.3       Honorary Life Members

    3.3.1          The Board may recommend to a General Meeting by special resolution that any person who has rendered distinguished or special service to Bowls Europe or to the Sport, be made an Honorary Life Member.

     

    3.4       Other classes of members

    3.4.1          The Board may create such new classes of membership (with such rights, privileges and obligations) as may be agreed from time to time.

     

    3.5       Membership Renewal

    3.5.1          Members must renew membership of Bowls Europe annually in accordance with the procedures set down by the Board from time to time.

     

    3.6       Termination of Membership

    3.6.1          A Member may at any time withdraw from Bowls Europe by giving at least 2 clear months’ notice in writing to Bowls Europe.

    3.6.2          Membership shall not be transferable.

    3.6.3          Membership of Honorary Life Members shall cease on death.

    3.6.4          The failure by any Member to pay its annual membership fees by the due date shall result in automatic termination of that Member’s membership, along with any and all applicable rights and privileges of membership.

    3.6.5          The Board may terminate the membership of any Member without its consent by giving it written notice if, in the reasonable opinion of the Directors;

    3.6.5.1      The Member is guilty of conduct which has or is likely to have a serious adverse effect on the Company or bring the Company or any or all of the Members and Directors into disrepute; or

    3.6.5.2      The Member has acted or has threatened to act in a manner which is contrary to the interests of the Company as a whole; or

    3.6.5.3      The Member has failed to observe the terms of these Articles and/or the Laws.

    3.6.6          Following termination, the Board shall arrange for such Member to be removed from the Register of Members.

    3.6.7          Any Member whose membership is terminated in accordance with Article 3.6.5 shall not be entitled to a refund of any annual membership fees and shall remain liable to pay to the Company any sum owed by that Member.

     

    4           The Board of Directors

    4.1       The Board shall comprise Directors who shall be natural persons in good standing and over eighteen years of age and need not be affiliated to a Member. Unless otherwise determined by an ordinary resolution, the number of Directors on the Board shall be not more than eight and not less than two. The Board of Directors shall, except as provided for in Articles 4.7 and 4.8, be elected prior to an Annual General Meeting by postal ballot in accordance with Articles 4.7 to 4.10 and elections for positions on the Board shall be open and transparent.

    4.2       Unless otherwise determined by ordinary resolution, the Board shall comprise Directors holding the following positions:

    4.2.1          Chairperson elected in accordance with Article 4.9;

    4.2.2          Administration Director elected in accordance with Article 4.9;

    4.2.3          Events Director elected in accordance with Article 4.9;

    4.2.4          Marketing and Social Media Director elected in accordance with Article 4.9;

    4.2.5          Commercial Director elected in accordance with Article 4.9;

    4.2.6          2 appointed Directors appointed in accordance with Article 4.7;

    4.2.7          any director appointed in accordance with Article 4.8; with details of each elected Director’s role and responsibilities being set out more fully in the ballot papers circulated in accordance with Article 4.9.

    4.3       The Chairperson shall chair all Board meetings and General Meetings and in the event of an equality of votes at any such meeting shall have a casting vote. In case for any reason the Chairperson is unable to chair any such meeting the Directors present shall elect one of them to be chair of the meeting. The Director so elected shall, for the duration of the meeting, have the same rights and obligations as if he were the Chairperson.

    4.4       Board Directors shall not have the power to appoint alternate Board Directors.

    4.5       Subject to the provisions of Articles 4.6 to 4.8, each Director shall serve a regular term that represents an Appointment Cycle. Subject to the provisions of Articles 4.6 to 4.8 and save in exceptional circumstances, a Director may be considered for reappointment or a new appointment at the end of an Appointment Cycle. Where a Director is not, or is not eligible to be, considered for such reappointment or a new appointment he/she shall retire at the end of such Appointment Cycle.

    4.6       No person shall be entitled to serve as a Director for more than four consecutive Appointment Cycles. As such, all Directors shall retire at the close of the Annual General Meeting at the end of the fourth consecutive Appointment Cycle applicable to that Director. Following such retirement a Director shall not be eligible to be appointed, elected or co-opted as a Director until the close of the next Annual General Meeting.

    4.7       The Board may appoint Directors to fill any vacancies occurring at any time on the Board having regard to maintaining the proper skills, knowledge and representation balance on the Board in accordance with Articles 4.1 and 4.2. Any Director appointed by the Board in accordance with this Article 4.7 shall retire at the close of the Annual General Meeting immediately following his/her appointment, unless he/she is re-appointed at the close of that Annual General Meeting by a postal ballot in accordance with Articles 4.9 and 4.10. The Appointment Cycle for a Director re-appointed under this Article shall be deemed to have commenced at the Annual General Meeting immediately prior to his/her appointment by the Board.

    4.8       The Board shall have power at any time to co-opt Directors where, for instance specialist knowledge is required, so long as the Board has regard to maintaining the proper skills, knowledge and representation balance on the Board in accordance with Articles 4.1 and 4.2. Any such co-opted Director shall hold office until the date of the second Annual General Meeting following their co-option whereupon they may be re-appointed at the close of that Annual General Meeting by a postal ballot in accordance with Articles 4.9 and 4.10. The Appointment Cycle for a Director re-appointed under this Article shall be deemed to have commenced at the Annual General Meeting prior to the date of the Director’s co-option by the Board in accordance with this Article 4.8.

    4.9       Persons shall be nominated for a specified elected Board position not less than 35 clear days before the date appointed for an Annual General Meeting. Such nominations shall be given to the Company by written notice signed by or on behalf of a Member, such notice stating the Board position for which that person is being nominated and having been signed by that person to confirm his/her willingness to be appointed. Following close of the nomination period, the Board shall arrange for a postal ballot to commence. Such postal ballot shall commence at least 30 clear days prior to the Annual General Meeting and shall close at 5pm three Business Days before the Annual General Meeting. In the event of only one nomination being received for a vacant position on the Board that nominee shall be elected if at least 30% of the Members’ properly recorded votes are in favour of that nominee’s election. If there are two or more candidates for one position on the Board then the person for whom the highest number of properly recorded votes is cast shall be declared elected and in the event of an equality of votes the Chairperson shall have a casting vote.

    4.10     Subject to the provisions of the Act, no person shall be appointed or re-appointed as a Director unless:

    4.10.1        they are recommended by the Board; or

    4.10.2        they have been nominated and elected in accordance with Article 4.9;

    4.10.3        and Article 17.1 of the Model Articles shall be modified accordingly.

    4.11     On the Business Day prior to the relevant Annual General Meeting the Administration Director or, whom failing, a Director shall inform all candidates whether they have been successful or not in the postal ballot. The appointment of successful candidates will take effect from the close of the relevant Annual General Meeting.

     

    4.12     Remit of the Chairperson and Administration Director

    4.12.1        The Administration Director has direct charge of the Company’s business on a day-to-day basis and is accountable to the Board for the financial and operational performance of the Company’s business.

    4.12.2        The Chairperson shall be the highest elected position in the Company. The responsibilities of the Chairperson shall be to preside at all meetings of the Board. The Chairperson shall be a full voting member of the Board, and have the right to attend the meetings of all committees.

    4.12.3        The division of responsibilities between the Chairperson and the Administration Director is clearly defined. The Chairperson leads the Board in the determination of its strategy and in the achievement of its objectives and is responsible for organising the business of the Board, ensuring its effectiveness and setting its agenda. The Chairperson is a non-executive Director and has no involvement in the day-to-day business of the Company. The Chairperson facilitates the effective contribution of the Directors and constructive relations between management and Directors, ensures Directors receive accurate, timely and clear information and facilitates effective communication with other key partners.

     

    4.13     Termination of Directors appointment

    4.13.1        A person ceases to be a Director as soon as:

    4.13.1.1   that person ceases to be a Director by virtue of any provision of the Act or is prohibited from being a Director by law;

    4.13.1.2   he/she becomes bankrupt, is sequestrated or makes any arrangement or composition with his/her creditors generally;

    4.13.1.3   that person dies or a registered medical practitioner who is treating that person gives a written opinion to the Company stating that that person has become physically or mentally incapable of acting as a Director and may remain so for more than 3 months;

    4.13.1.4   in the opinion of a majority of their co-Directors expressed at a Directors’ meeting or otherwise, it is decided that he/she is failing to carry out the duties incumbent on him/her and thereafter at a Directors’ meeting a majority the Board resolves that his/her office be vacated;

    4.13.1.5   for more than 3 consecutive months he has been absent (without permission of the Board or without reasonable excuse) from meetings of the Board held during that period;

    4.13.1.6   notification is received by the Company from the Director that the Director is resigning from office, and such resignation has taken effect in accordance with its terms; or

    4.13.1.7   they are otherwise duly removed from office.

    4.14     Any Director who becomes ineligible to hold a position as a Director, for any reason, must immediately inform the Company of this event and forthwith vacate their position as a Director of the Company.

     

    5           Proceedings of the Board

    5.1       The quorum for the transaction of business of the Board shall be a simple majority of the Directors for the time being in office.

    5.2       Directors may participate in a meeting of the Board by means of conference telephone, video conferencing or other similar communications equipment whereby all Directors participating in the meeting can hear each other and the Directors participating in a meeting in this manner shall be deemed to be present in person at such meeting for the purpose of Article 5.1.

    5.3       The Board shall meet at regular intervals as determined by the Board but shall meet a minimum of four times in any calendar year.

    5.4       Subject to the provisions of the Articles, the Board may regulate its proceedings as it thinks fit.

    5.5       The Board may, in accordance with the requirements set out in this Article and the Act, authorise any matter or situation proposed to them by any Director which would, if not authorised, involve a Director breaching their duty under Section 175 of the Act to avoid conflicts of interest and Article 14 of the Model Articles shall be modified accordingly. Any authorisation given under this Article will be effective only if:

    5.5.1          the matter in question shall have been proposed by any Director for consideration at a meeting of the Board in the same way that any other matter may be proposed to the Board under the provisions of these Articles or in such other manner as the Board may determine;

    5.5.2          any requirement as to the quorum at the meeting of the Board at which the matter is considered is met without counting the Director in question; and

    5.5.3          the matter was agreed to without the Director in question voting or would have been agreed to if their vote had not been counted.

     

    6           Powers of the Board

    6.1       The Board shall have power:

    6.1.1          to determine the policy to be followed in carrying out the objectives of the Company as specified in these Articles. The Board shall further have power to make, maintain, publish and enforce all necessary Laws in connection with the said objectives and the Sport but any Laws adopted by the Board shall be ratified by the Members at the next following Annual General Meeting;

    6.1.2          to delegate any of its powers to the Appointments Committee, a duly appointed sub-committee, working group or individual whether or not the persons to whom the powers are delegated are Directors. The members of the said Appointments Committee, sub-committees or working groups will elect a chairman from their number and such chairman will have a casting vote;

    6.1.3          to carry out the objectives of the Company excepting such of them as are under these Articles only capable of being dealt with in General Meeting;

    6.1.4          to prohibit any act or practice by Members or Persons which in the opinion of the Board are or were detrimental to the interests of the Sport and to deal with any Member or Person disregarding such prohibition in such manner as it may think proper;

    6.1.5          to impose penalties and sanctions on Members and/or Persons for misconduct in accordance with the procedures set out in the Laws;

    6.1.6          to require the Members and Persons and others over whom it may have jurisdiction to ensure that their members and individuals accept, comply with and adhere to these Articles and the Laws;

    6.1.7          to nominate representatives to other bodies to represent the Company.

    6.2       Subject to the provisions of the Act and the Articles and to any directions given by special resolution, the business of the Company shall be managed by the Board who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Board which would have been valid if that alteration had not been made or that direction had not been given.

    6.3       The Company’s policy is to promote good practice and compliance without prejudice to this generality by adopting, after appropriate consultation with the Members, Codes of Conduct and Ethics with particular reference to child protection issues and anti-doping.

     

    7           General Meetings

    7.1       No business shall be transacted at any General Meeting unless there are present (either in person or by proxy) a majority of the Members.

    7.2       Voting at all General Meetings is restricted to Members who have one vote and persons with validated proxy votes as per Article 7.12.

    7.3       A Member is able to exercise the right to vote at a General Meeting when:

    7.3.1          that Member is able to vote, during the meeting, on resolutions put to the vote at the meeting, and

    7.3.2          that Member has registered a valid proxy in accordance with Article 7.12.

    7.4       A resolution put to the vote of a General Meeting must be decided on a show of hands except that a poll may be demanded under the provisions of Article 7.8:

    7.5       All classes of membership and Directors have the right to speak at a General Meeting when those persons are in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which persons have on the business of the meeting.

    7.6       The Board may make whatever arrangements it considers appropriate to enable those attending a General Meeting to exercise their rights to speak or vote at it.

    7.7       Two or more Members who are not in the same place as each other are deemed to be attending a General Meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.

    7.8       A poll may be demanded on a resolution in advance of a General Meeting where it is to be put to the vote or 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, by the Chairperson or the Directors or any Member present and entitled to vote on that resolution always provided that:

    7.8.1          polls must be taken immediately and in such manner as the Chairperson directs;

    7.8.2          a demand for a poll may be withdrawn if the poll has not been taken; and

    7.8.3          the Chairperson consents to the withdrawal; and

    7.8.4          a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

    7.9       The accidental omission to give notice of a General Meeting to or the non-receipt of a notice of a General Meeting by any person entitled to receive such notice shall not invalidate the proceedings at that meeting.

    7.10     Nothing in these Articles limits the number of resolutions (be they ordinary resolutions or special resolutions) being passed at any General Meeting.

    7.11     The Administration Director shall call a General Meeting at the request of the Board or upon receipt of a request in writing signed by 60% of the Members stating the purpose for which the meeting is to be called and the resolution or resolutions which will be moved by the proposers at the meeting. The General Meeting shall be held within 60 days of the request being received by the Administration Director and notice shall be sent out to all classes of membership at least 30 days prior to the date of the meeting. No other business shall be conducted at such a meeting except that of which notice has been given. If within 30 minutes of the time of which notice has been given a quorum is not present, or if during the meeting a quorum ceases to be present, the meeting will be dissolved except as provided for in Article 7.15.

    7.12     All Members shall be entitled to appoint a proxy to attend, speak and vote at General Meetings in accordance with the provisions of the Act. The proxy form shall be signed by or on behalf of the Member by their National Authority’s President or secretary and shall be in the form sent to the Members with the notice of the General Meeting or in any other form approved by the Board. The appointment of a proxy and any authority under which it is signed (in a manner approved by the Board) shall:

    7.12.1        in the case of a written document be deposited at the registered office or at such other place as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting; or

    7.12.2        in the case of an appointment contained in an electronic communication, where an address has been specified for the purpose of receiving electronic communications: (i) in the notice convening the meeting; (ii) or in any instrument of proxy sent out by the Company in relation to the meeting; (iii) or in any invitation contained in an electronic communication to appoint a proxy issued by the Company in relation to the meetings, be received at such address not less than 48 hours before the time for holding the meeting or adjourned meeting.

    7.13     The Annual General Meeting of the Company shall be held each year. The Board shall determine the time and place of the meeting and shall advise all classes of membership accordingly at least 90 days prior to the due date.

    7.14     Notice of the Annual General Meeting shall include the date, time and place of the meeting, the Agenda, details of any person recommended by the Board or nominated by the Members to sit on the Board and all resolutions proposed by the Board and the Members and shall be sent to all classes of membership and the Board at least 30 days prior to the due date for the meeting. The notice calling the Annual General Meeting shall be accompanied by such written reports and other documents (including a copy of the accounts) as may be relevant to the proposed business of the Annual General Meeting.

    7.15     At an Annual General Meeting if there is no quorum present 30 minutes after the due starting time of the meeting, the Administration Director will be instructed to call another Annual General Meeting within 56 days. At the second meeting the business of such an Annual General Meeting will proceed whether or not a quorum is present.

    7.16     The business of the Annual General Meeting shall be:

    7.16.1        to receive the report of the Board and the financial statements;

    7.16.2        to elect the Auditor (if required) for the ensuing year;

    7.16.3        to elect or re-elect Directors if appropriate, as nominated in accordance with these Articles;

    7.16.4        to fix the rates of the affiliation fees payable by the Members to the Company;

    7.16.5        to consider resolutions of which due notice has been given; and

    7.16.6        any other competent business.

    7.17     The rates of the affiliation fees payable to the Company by the Members shall continue at the rates previously fixed unless altered by an ordinary resolution.

     

    8           Adjournment

    8.1       Except as provided for in Article 7.15, if the Members attending a General Meeting convened by the Board do not constitute a quorum within half an hour of the time at which the meeting was due to start, or if during a meeting a quorum ceases to be present, the chair of the meeting must adjourn it. If at the adjourned meeting the Members attending within half an hour of the time at which the adjourned meeting was due to start do not constitute a quorum, the Members present shall constitute a quorum.

    8.2       The chair of the meeting may adjourn a General Meeting at which a quorum is present if:

    8.2.1          the meeting consents to an adjournment, or

    8.2.2          it appears to the chair of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.

    8.3       The chair of the meeting must adjourn a General Meeting if directed to do so by the meeting.

    8.4       When adjourning a General Meeting under the provisions of Articles 8.2 and 8.3, the chair of the meeting must:

    8.4.1          either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the Directors, and

    8.4.2          have regard to any directions as to the time and place of any adjournment which have been given by the meeting.

    8.5       If the continuation of a meeting adjourned under the provisions of Articles 8.2 and 8.3 is to take place more than 14 days after it was adjourned, the Administration Director must give at least 7 clear days’ notice of it:

    8.5.1          to the same classes of membership to whom notice of General Meetings is required to be given, and

    8.5.2          containing the same information which such notice is required to contain.

    8.6       No business may be transacted at a General Meeting adjourned under the provisions of Articles 8.2 and 8.3 which could not properly have been transacted at the meeting if the adjournment had not taken place.

     

    9           Minutes

    9.1       Each of the Appointments Committee, sub-committees or working groups of the Board (when meeting collectively as provided for in Article 6.1.2) shall be responsible for ensuring that copies of the minutes of their meetings are sent to the Administration Director within one month of the meeting for distribution to the Board.

     

    10         Seal

    10.1     Bowls Europe shall not be obliged to have a seal. The Directors may determine who shall sign any instrument and unless otherwise so determined, it shall be signed by two Directors.

     

    11         Accounts

    11.1     No Member shall have any right of inspecting any accounting records or other book of Bowls Europe, except as conferred by statute or authorised by the Directors or by ordinary resolution

     

    12         Notices

    12.1     Any notice to be given to or by any person pursuant to the Articles shall be in writing except that a notice calling a meeting of the Directors need not be in writing.

    12.2     Any notice, document or other information shall be deemed served on or delivered to the intended recipient:

    12.2.1        if properly addressed and sent by prepaid first class post;

    12.2.2        if properly addressed and delivered by hand, when it was given or left at the appropriate address; and

    12.2.3        if properly addressed and sent or supplied by electronic means.

    12.3     A Member present, either through a National Delegate or by proxy, at any meeting of Bowls Europe shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.

     

    13         Dissolution

    13.1     On the winding-up and dissolution of Bowls Europe the provisions of the Memorandum of Bowls Europe shall have effect as if repeated in these Articles.

     

    14         Liability of members

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

    14.1.1        payment of the Company’s debts and liabilities contracted before they cease to be a Member;

    14.1.2        payment of the costs, charges and expenses of winding up; and

    14.1.3        adjustment of the rights of the contributories among themselves.

     

    15         Insurance

    15.1     The Directors may decide to purchase and maintain insurance, at the expense of Bowls Europe, for the benefit of any Director in respect of any relevant loss.

    15.2     In this Article, a “relevant loss” means any loss or liability which has been or may be incurred by a Director in connection with that Director’s duties or powers in relation to Bowls Europe, any undertaking acting on behalf of Bowls Europe or any pension fund or employees’ share scheme of Bowls Europe or any undertaking in the same group as Bowls Europe.

     

    16         Official Language

    16.1     The Official Language of Bowls Europe shall be English, and all communications to and from Bowls Europe shall be in English.