Here are the Current Articles of the Company. These are effectively our "constitution" and can only be amended by a 75% vote of the Members at a General Meeting. They are registered at Companies House.
Here are the Byelaws. These are administrative in nature, and are subservient to the Articles. They can be amended by the Board, but the Articles require all changes to the byelaws to be communicated to all members.
History of the Articles
BGA CLG was first formed in December 2021. Here are the Initial Articles of Association of the Company.
During March 2022 Council's Governance Committee undertook a consultation exercise with Members over the terms and arrangements of the conversion. As a result a number of changes were made to the Articles, as follows:-
- The Company's Number (13800499) was added
- A large number of references to "The Association" were replaced by "the BGA" (e.g. "the Association will ...." is replaced by "The BGA will ...."
- Article 7 was rewritten to make it more easily comprehensible, but without altering the meaning
- Article 9 was amended by changing "special" to "ordinary" (this refers to the ability of the Membership to instruct the Directors to take specific actions: the majority required is reduced from 75% to 50%).
- Article 15 was amended to correct a typo.
- Article 28 was amended to permit members to join without providing an email address
- New Article 52, to permit the Board to introduce Byelaws, was introduced.
resulting in a revised set of Articles.
During April we had further representations from members, and as a result we made further amendments to the Articles. These amendments are as follows:
- Our initial proposals had members electing a Board of Directors at each AGM; the Board would then appoint the Officers (President, Finance Director, Company Secretary), mirroring the process at public listed companies. However, we received representations saying that members should retain the right to elect the Officers, and we have agreed with them Accordingly changes were made to:
- Articles 14 - 16, which were modified and collapsed into a single Article (new Article 14)
- Articles 35 and 41, dealing with the Annual General Meeting, were modified to allow for the separate election of Officers (new Articles 33 and 37)
- Articles 21 and 37 (President normally chairs meetings) were simplified without changing the meaning (new Articles 19 and 35)
- Article 41 (voting at general meetiings ) was expanded (new Article 39)
- "Officer" was added to the definitions (Article 1)
- Article 20 (Quorum for Board Meetings) was simplified and clarified but without changing the intent (new Article 18)
- Articles 30 (Termination of Membership) and 32 (Code of Conduct) were amended to be consistent with the final version of the Code (new articles 28 and 30).
- a coupe of typos were corrected.
This resulted in the this set of Articles. It should be noted that these Articles state that "they were adopted by the Members": this refers to Members of the Company at the time (i.e. members of the Governance Committee), not Members of the existing BGA, and we announced that "These Articles will not be further altered (with the possible exception of minor changes to correct typos etc.)" until conversion is completed, expected to be in September, when responsibility for any further amendment will lie with all the Members of the Company.
In August we duly noted a few "typos" and further amendments to the Articles were made. These amendments comprised:
- In Article 7 "non-profit" was amended to "not for profit"
- In a number of Articles the capitalisation (or otherwise) of the words "Director", "Officer" and "Players" was made consistent
- In Article 26 the reference to "Article 5" was corrected to "Article 6"
- Also in Article 26, a requirement for Members to provide their address was added (it is a requirement of the Companies Act that the Company collect this information)
- Article 28 was amended to give Members a 60 day "grace period" if they did not renew their subscription (the original articles meant that Membership ceased on the day that subscription renewal was due). This was done at the suggestion of the Membership Secretary who thought that the original wording would create an unnecessary administrative burden.
We accept that some of these amendments may be considered to be inconsistent with the statement that the Articles would not be further altered, but we trust you will accept that this was done with the best of intentions.
When the initial Articles were being prepared, the Governance Committee considered whether or not the Directors should have the right to prevent people from becoming Members. The Committee was split on this view (and it could be considered to be a significant change to the Articles previously presented to Members) and it was agreed that any proposals along these lines would be put to the 2023 AGM for Members to decide.
At the 2023 AGM, therefore, 2 amendments were proposed. One was to correct a typo. (a superfluous "to" in Article 27) and the other was to amend Article 26 to add a provision that the Directors would have the authority to refuse membership to any person. Both amendments were passed.
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