Rules & Regulations

1.

Name

The Society shall be called "Leicestershire County Cricket Club Limited" (in these Rules called "the Club")

2.

Registered Office

2.1.

The registered office of the Club shall be at Grace Road, Leicester or at such other location as the Board may from time to time decide and notify to the Registrar.

3.

Objects and Powers

3.1.

The objects of the Club are:-

3.2.

In furtherance of its objects and in addition to all other powers given or permitted to the Club by statute or by law, the Club shall have power to do all such things as are incidental or conducive to the objects of the Club, including (but not limited to) all or any of the following:-

3.3.

The net profits of all business carried on by or on account of the Club shall be applied in furthering the objects of the Club or shall be carried forward.

4.

Use of Name

4.1.

The name of the Club shall:-

4.2.

Save with the authority of the Board, no member shall at any time use the name of the Club in any document or advertisement issued or published by or on behalf of or with the authority of such member or in such a way as to indicate or imply that such document or advertisement was issued or published by or on behalf of or with the authority of the Club or the Board.

5.

Membership

5.1.

Categories

The Club shall consist of Full Members and such other categories of membership with such qualifications, privileges, rights and duties attaching thereto as the Board may from time to time specify provided that (subject to these Rules) every Full Member shall have one vote. Details of categories of membership, qualifications, privileges, rights and duties shall be kept by the Secretary and shall be available for inspection by members at all reasonable times.
December 2007 Bye-Law
The membership year will accord with the Club's financial year (1st October to 30th September) and no retrospective membership will be permitted. Only those full members on the membership list at the end of the preceding financial year will be permitted to vote at the Club's AGM.

5.2.

Number of Members

The Board may fix a maximum number of members in any one year, either as a whole or in one or more of the categories of membership.

5.3.

Admission

5.4.

Misconduct of Members

The Chief Executive or any Director or any person or persons authorised by the Board (.the Controller.) shall have power to refuse admission or to eject from the Club.s premises any person (whether or not a member) who in the opinion of the Controller is conducting him or herself in a manner which is contrary to the comfort or convenience of members, or in breach of any of these Rules or any Regulations or contrary to the best interest of the Club. Save with the written consent of the Chief Executive such person, if a member, shall have no right of re-entry to the Club.s premises before the conclusion of the meeting of the Board at which the action to be taken with regard to such member is considered pursuant to Rule 5.5 or the Board notifies such member in writing that the matter is to be taken no further. Such person if not a member shall have no right of re-entry to the Club.s premises without the prior written consent of the Chief Executive

5.5.

Reprimand, Suspension and Expulsion

5.6.

Resignation

If a member is adjudged bankrupt or if a court order is made appointing a receiver or other person with powers to control or administer a member.s property or any part of such property (if such part includes his or her share in the capital of the Club) that member shall thereupon automatically cease to be a member and shall be treated as having resigned so that the provisions of Rule 5.6.1 apply.

5.7.

General

6.

Share Capital

6.1.

The capital of the Club shall consist of shares of the nominal value of five pence each which shall not be transferable or transmissible on death.

6.2.

Each person who becomes a Full Member shall be allotted one share upon admission and five pence out of any entrance fee or (if none) the first subscription paid by such person shall be applied in paying up the same in full.

6.3.

Every Full Member shall hold one share per category of membership and no more in the capital of the Club. The Board may (in its absolute discretion) determine that other persons or other categories of membership other than Full Members shall or may be shareholders and if the Board so decides the provisions as to shares and shareholders as contained in these Rules shall apply to such shareholders in the same way as they apply to Full Members.

6.4.

A share shall not be held in joint names. No share shall be transferable or withdrawable. Any person transferring or attempting to transfer a share or any interest in or rights associated with a share shall (if the Board in its absolute discretion so decide) be deemed to have resigned as a member as from the date of any such transaction.

6.5.

No interest, dividend or bonus shall be payable on any share.

6.6.

A person who ceases to be a Full Member shall thereupon forfeit any share in the Club and any amount due in respect of such share shall thereupon become the property of the Club and shall be transferred to a reserve account.

6.7.

The Club shall not be required to issue any share certificate or other documentary evidence of share ownership to any person. Entry on the Register of a person as a Full Member shall be proof that such person is the holder of a share.

7.

Juniors

7.1.

Juniors may be permitted to participate in such of the activities of the Club and on such terms and the payment of such fees as the Board may from time to time direct.

7.2.

The Board shall have power at any time to revoke the permission granted to any Junior to participate in such activities or enjoy such facilities, in which event such Junior shall not be entitled to a refund of all or any part of any entrance fee or subscription.

7.3.

Juniors shall not as such be members but shall in all respects be subject to this Rule 7 and to such Bye-laws as the Board may from time to time make regarding Juniors.

8.

Visitors and Guests

The Board shall have power to allow members and Juniors to introduce visitors and guests to the Club upon such terms and conditions as the Board may from time to time determine.

9.

Entrance Fees and Subscriptions

9.1.

Members and Juniors shall pay such sums by way of entrance fees annual subscriptions and other imposts and payments as the Board on the advice of the Chief Executive shall from time to time determine. Differing rates of all such items may be imposed on members according to their age, place of residence or other classification as the Board may think fit from time to time.

9.2.

All annual subscriptions shall become due on such date in each year as the Board may from time to time determine but new incoming members and Juniors shall pay the entrance fee (if any) and/or subscription for the year current at the date of admission at that date.

9.3.

Members and Juniors who give notice of resignation after the date for the due payment of annual subscription in any year shall unless the Board decides otherwise remain liable to pay any unpaid subscription which became due on that date.

9.4.

If any member or Junior shall fail to pay the annual subscription for the current membership year by the due date in such year, the defaulter may not exercise any of the privileges of a member or a Junior and the same may be terminated by the Board at any time while such subscription remains unpaid, but without prejudice to the defaulter.s liability to pay the same.

9.5.

The Club may participate in a direct debiting scheme as an originator for the purpose of collecting subscriptions for any category of membership and/or any other amounts due to the Club. In furtherance of any arrangement to this effect, the Club may enter into an indemnity required by any bank upon which direct debits are to be originated. Such an indemnity may be executed on behalf of the Club at the direction of the Board.

10.

Meetings of Members

10.1.

Annual General Meetings

10.2.

Special General Meeting

10.3.

Venue of General Meetings

All general meetings shall be held at the registered office of the Club or at such other place in Leicestershire as the Board may from time to time decide.

11.

Notice of General Meetings

11.1.

A minimum of twenty one days written notice of every general meeting shall be sent to all members (not Juniors) and the Auditors

11.2.

Each notice of an annual general meeting shall:-

11.3.

The notice of every special general meeting shall specify the date, time and place of the meeting and set out any resolution(s) to be considered at the meeting which shall be the only business brought before that meeting.

11.4.

The accidental omission to give notice of a meeting or the non-receipt of a notice of meeting or other relevant documents by any person entitled to receive it will not invalidate the proceedings at that meeting.

11.5.

If at any time by reason of the suspension or curtailment of postal services within the United Kingdom the Club is unable effectively to convene a general meeting by notices sent through the post, a general meeting may be convened by a notice advertised not more than 28 and not less than 21 clear days prior to the date of the meeting in at least one daily local newspaper circulating in Leicestershire. Such notice shall be deemed to have been duly served on all members entitled to receive it at noon on the day when the advertisement appears. In any such case confirmatory copies of the notice (together with any documents otherwise required by these Rules to accompany a notice of meeting) shall either (a) be sent by post to the persons entitled to receive such a notice if at least seven days prior to the meeting the post of notices to addresses throughout the United Kingdom again becomes practicable or, if not, (b) be handed to such persons upon their arrival at the place of the meeting in question.

11.6.

For the purpose of this Rule 11, clear days exclude the day on which a notice is treated as having been given and the date of the meeting convened by such notice.

12.

Proceedings at General Meetings

12.1.

No business may be transacted at any general meeting unless a quorum is present at the commencement of the meeting. Save as provided below, 50 members present in person shall constitute a quorum. If within half an hour from the time appointed for the meeting such a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to such other date and at such other time and place as the Meeting Chairman may determine. Not less than seven clear days notice of the date of any such adjourned meeting (but without any ancillary documents) shall be given to members and such notice shall be in the manner set out in Rule 11.

12.2.

The President (if any) shall, if willing and able to act, preside as Meeting Chairman at every general meeting. If the President is not present within fifteen minutes after the time appointed for holding the meeting, or if there is no such President or the President is unwilling or unable to act, the Directors present shall decide who shall be the Meeting Chairman. If this latter course is not feasible for any reason the members present shall elect one of themselves to act as Chairman.

12.3.

The Meeting Chairman may, (and must if so directed by the meeting), adjourn the meeting from time to time and from place to place. No business may be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is so adjourned it shall be at the discretion of the Board whether or not to give notice of the adjourned meeting as in the case of the original meeting. The provisions of this Rule are without prejudice to the provisions of Rule 13.3.3.

12.4.

Except for persons admitted with the permission of the Meeting Chairman (in that Chairman.s absolute discretion), admission to any general meeting will only be permitted to members in person and upon production in each case of such proof of identity and entitlement to attend as is satisfactory to the Meeting Chairman. Where the Board thinks proper the Board may stipulate in the notice of a meeting the requirements as to proof of identity and of entitlement to attend that meeting as the Board thinks fit. Members may attend a meeting in person whether or not they have voted by proxy.

13.

Voting at General Meetings

13.1.

Qualification

Only Full Members and those otherwise entitled to vote may vote at General Meetings and shall have only one vote each.

13.2.

Majority Required

13.3.

Voting

13.4.

Declaration by Meeting Chairman

A declaration by the Meeting Chairman to the effect that on a show of hands a particular resolution has been passed (or not) or passed by a particular majority (or not) shall, subject to the Acts, be final and binding.

13.5.

Casting vote of Meeting Chairman

In the event of an equality of votes at a General Meeting (whether on a show of hands or on a poll), the Meeting Chairman shall be entitled to a second or casting vote.

13.6.

Proxy Voting

Voting by proxy shall be carried out in the following manner:-

14.

Officers

14.1.

President

14.2.

Honorary Vice-Presidents

Nominations for the Vice-presidents shall be made by the Board and contained in the notice of the annual general meeting. They shall be elected. They may be elected en bloc or individually as the Meeting Chairman may decide.

14.3.

Board Chairman

The Board shall at its first meeting after the annual general meeting in each year appoint one of its number to be its Board Chairman and may at any time remove such person from that office. The Board Chairman shall forthwith cease to be Board Chairman on ceasing to be a director, on ceasing to be a Full Member, on resignation, or on the election of a different Board Chairman.

14.4.

Secretary

The Board shall appoint a Secretary for such period and upon such conditions as the Board thinks fit. The Board may remove any Secretary as and when it thinks fit.

14.5.

Officers generally

15.

Auditors

15.1.

The provisions of the Acts as to the appointment, powers, rights, remuneration and duties of the Auditors shall be complied with.

15.2.

The Auditors shall be entitled to attend all general meetings and to receive all notices of and other communication (other than voting forms) relating to any general meeting which any member is entitled to receive and to be heard at any general meeting on any part of the business of the meeting which concerns them as auditors.

15.3.

The remuneration of the Auditors shall not exceed any limit approved by the Registrar pursuant to the Acts.

16.

Board

16.1.

Constitution

16.2.

Appointment and Retirement

17.

Proceedings of the Board

17.1.

Subject to these Rules the Board may meet together for the despatch of business, adjourn and regulate its meetings as it thinks fit. The Secretary shall, at the request of the Board Chairman or not less than one-third of all directors (excluding co-opted members) call a meeting of the Board. It shall not be necessary to give notice of a meeting to a director who is absent from the United Kingdom.

17.2.

The quorum for a Board meeting shall be three.

17.3.

The Board Chairman shall preside at every meeting of the Board but if at the relevant time there is no Board Chairman, or if the Board Chairman is unwilling or unable to preside or is not present within fifteen minutes after the time appointed for the meeting, the directors present may appoint one of their number to be Chairman of that meeting.

17.4.

Decisions at a Board meeting shall be decided by a majority of votes of the directors present and voting and if the votes are equal the chairman of that meeting shall have a second or casting vote.

17.5.

Any director who is in any way, whether directly or indirectly and whether personally or through some other person, interested in a contract, transaction or arrangement with the Club shall declare the nature of such interest in accordance with section 317 of the Companies Act 1985 (or such other section as shall re-enact or replace such section 317) as if each director was a director and the Club were a company for the purposes of that Act.

17.6.

A director shall not vote, nor count in the quorum, at a meeting of the Board on any resolution concerning a matter in which or in connection with which that director has, directly or indirectly, an interest or duty which, in the opinion of the Board Chairman (or the Chief Executive if the director in question is the Board Chairman), is or may be material and conflicts or may conflict with the interests of the Club. Such director shall withdraw from the meeting while the matter in question is considered.

17.7.

The Board shall have the right at its discretion to invite persons who are not directors to attend one or more Board meetings, but such persons shall not have any right to vote.

17.8.

A sub-committee may be appointed by the Board and shall meet at such times as its chairman or the Board shall deem necessary. The Board Chairman shall be an ex officio member of any sub-committees appointed by the Board. Any sub-committee must in the exercise of its delegated powers conform to any regulations that may be imposed upon it by the Board. The Chief Executive shall be Chairman of any sub-committee the Board shall appoint.

18.

Powers of the Board

18.1.

Subject to the provisions of the Acts and these Rules and any other directions given by special resolution, the affairs and activities of the Club shall be managed by the Board. The Board may exercise all the powers of the Club provided that, without the prior approval of a special resolution of the members, the Board shall not have power to close or discontinue the business of the Club, or to change the nature of such business, or the area in which it is carried on. No alteration to these Rules and no such direction shall invalidate any prior act of the Board which would have been valid if the alteration had not been made or if that direction had not been given.

18.2.

Without in any way limiting the provisions of Rule 18.1 the Board shall have power to:

19.

Register

19.1

The Club shall keep at its registered office the Register in which the Secretary shall ensure the following particulars are entered:

19.2

The Register which may be in electronic or hard form shall be so constructed that it is possible to open to inspection the particulars entered pursuant to sub-Rules 19.1.1, 2 and 3 without so opening to inspection the particulars entered under Rule 19.1.4.

19.3

Any member and any person having an interest in the funds of the Club shall be allowed to inspect his or her own account and (subject to the Data Protection Acts and any similar legislation) all the particulars contained in the Register of Members and Officers other than those entered under sub-Rule 19.1.4 at all reasonable hours at the registered office of the Club or at any place where they are kept, subject to such regulations as to the time and manner of such inspection as may be made from time to time by Board.

20.

Annual Return

The Secretary shall send to the Registrar, in accordance with the Acts, any necessary returns in the form required by law.

21.

The Accounts

21.1

The annual accounts of the Club for the financial year shall commence on the first day of October or such other month to be decided from time to time by the Board and shall end on the last day of the month normally twelve months from the commencement of the financial year. Where the Board decides subject to the provisions of the Acts from time to time to alter the commencing or concluding date of the financial year the length of the first financial year after such alteration shall be such number of months as the alteration may require.

21.2

A copy of the latest account or accounts and balance sheet of the Club, as audited, and the report of the Auditors on such accounts and balance sheet shall be available for inspection by the members during the Club.s normal business hours at the Club.s registered office.

21.3

The Club shall not publish any balance sheet which has not previously been audited by the Auditors and any copy of a balance sheet published by the Club shall incorporate the report made thereon by the Auditors.

22.

Seal

22.1

If and whenever the Club is required, or finds it desirable to have, a seal, the Club shall have its name engraved in legible characters on a seal which shall be kept in the custody of the Secretary.

22.2

The seal shall only be used with the authority of the Board. The Board may determine who shall sign any instrument to which the seal is affixed or any instrument to be executed without the seal. Unless otherwise determined by the Board any such instrument shall be signed by any director and the Secretary or any two directors.

23.

Rules

23.1

These Rules shall take effect on and from their registration pursuant to the provisions of section 2 of the Industrial and Provident Societies Act 1965.

23.2

No new Rule shall be made, nor shall any of the Rules be amended or rescinded, except by special resolution of the Club. The Secretary shall ensure that any new Rule or amendment is registered in accordance with the Acts and no new Rule or amendment to the Rules will be valid until so registered.

23.3

The Secretary shall on request supply to a member a copy of these Rules and, if requested, a copy of any Bye-laws on payment of £1 or such other sum as may from time to time be determined by the Board.

23.4

The Board shall determine any question that may arise on the construction or implementation of these Rules.

24.

Indemnity

24.1

Each Officer (including the trustees and management committee of the unincorporated Leicestershire County Cricket Club) ("LCCC") and employees from time to time of the Club, the Chief Executive, the Secretary and each person who was or is from time to time a director, or a member of any sub-committee of the Club ("the Indemnified") shall (to the extent that such person is not entitled to recover under any policy of insurance) be entitled to be indemnified out of the Club's funds against any liabilities whatsoever (including reasonable and proper expenses relating thereto) incurred by the Indemnified in the execution and discharge of the Indemnified's duties in relation thereto, including any liability incurred in initiating, prosecuting or defending any proceedings, civil or criminal, which relate to anything in good faith done or omitted or alleged to have been done or omitted by the Indemnified.

25.

Dissolution and Winding-up of the Club

25.1

The Club may be dissolved only in such manner as shall comply with the Acts.

25.2

The Company may be wound up either compulsorily by an order pursuant to the Insolvency Act 1986 or voluntarily by resolution of the Members (either as a Members. Voluntary Winding-Up or Creditors. Voluntary Winding-Up) pursuant to the Insolvency Act 1986 as if the Club were a company within the meaning of that Act.

25.3

If the Club shall be dissolved or wound up its assets shall be realised and any balance remaining after the payment of all liabilities shall be applied towards such purposes relating to the promotion and encouragement of the game of cricket in the City of Leicester and or County of Leicestershire as a general meeting may determine.

26.

Notices

26.1

Without prejudice to Rule 11.5 any notice or other communication or document to be served on, or delivered to, an Officer a director a member, a Junior or any other person connected in similar manner with the Club ("the notified person") by the Club or vice versa, shall be delivered by hand or sent by post in a pre-paid letter or by pre-paid recorded delivery or registered post addressed in the case of the Club to the Secretary at the registered office of the Club and in the case of the Notified Person that person.s address in the Register.

26.2

Any notice sent by post in accordance with this Rule shall be treated as having been given 48 hours after the time when it was posted and in proving that notice has been given it shall be sufficient to prove that the envelope containing the notice was properly addressed, stamped and posted. Any notice delivered by hand shall be treated as having been given at the time of delivery unless that time is after 5.00 pm or on a day which is not a Working Day when the notice shall be treated as having been given at the commencement of the next following Working Day.

26.3

No notice may be served by the Club on a member or Junior or vice versa by fax, e-mail or other form of electronic communication.

27.

Transitional Provisions

Persons who at the date of registration of the Club have been appointed Directors of the Club, by a meeting of the members of LCCC held on the day of July 2003, conditional upon its registration shall take office on registration as the First Directors of the Club, subject only to the changes necessary by virtue of these rules.

28.

Definitions and Interprestations

In these Rules, except where the context otherwise permits or requires, the following words and expressions shall bear the meanings respectively described to them below:

References in these Rules to any acts or activities or opinion (including, without limitation, decisions, directions, requests, exercises of discretion and giving of consent) of the Board shall mean such acts or activities or opinions as shall have been sanctioned or effected or (as the case may be) expressed by (a) a resolution of the Board or (b) a resolution of the relevant sub-committee where the power to act or authority being exercised has been delegated to a sub-committee or (c) the relevant Officer where that power of authority is vested in or has been delegated to an Officer.