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THE COMPANIES ACTS 1985 TO 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM AND ARTICLES OF ASSOCIATION OF EUROPEAN SQUASH FEDERATION - 19 MAY 2011
Incorporated on: 3 January 2003
Company Number: 4628339
Amended at: 32nd AGM in Rennes, France on 1 May 2004
Amended at: 33rd AGM in Hoofddorp, Netherlands on 30 April 2005
Amended at: 35th AGM in Riccione, Italy on 5 May 2007
Click here to download the memorandum and articles 2007 (pdf)
Click here to download the memorandum and articles 2011 (pdf)
MEMORANDUM OF ASSOCIATION OF EUROPEAN SQUASH FEDERATION
A. The Company's name is EUROPEAN SQUASH FEDERATION (referred to herein under this style or as “the Company” or as “the ESF”).
B. The Company's Registered Office is to be situated in England and Wales.
C. The Company's principles and objects are:
1. to acquire and take over all or any part of the assets and liabilities of the present unincorporated body known as "European Squash Federation”;
2. a. to serve as the World Squash Federation’s (WSF) designated regional federation for the area of Europe;
b. to uphold and enforce the rules of squash;
c. to promote the growth and general welfare of squash within the area of Europe;
d. to make, amend, uphold and enforce the regulations for European championships and competitions of the ESF;
e. to promote and organise European championships for teams and individuals in singles and doubles;
f. to give member associations, by joint action, a greater influence in their dealings with governing bodies of other sports and other bodies within squash;
g. to preserve the integrity of squash as a sport;
h. to strengthen the bonds of friendship between existing member associations and to encourage the formation of new member associations;
i. to employ the funds of the ESF in such a manner as shall be deemed expedient in the interests of squash
j. to ensure mutual recognition of penalties imposed by the WSF, other regional federations and member associations;
k. to observe the general and fundamental principles of the Olympic charter;
l. to do all such lawful things as will further or are conducive or incidental to the attainment of the principles and objects of the ESF or any of them.
D. The ESF has the following powers, exercisable in furtherance of its said principles and objects but not otherwise:
a. to collect and receive money and funds by way of contributions, donations, subscriptions, legacies, grants or any other lawful method, and to accept and receive gifts of property of any description for or towards all or any of the principles and objects of the ESF;
b. to provide appropriate services of any sort whatsoever for any body or person interested in or associated with squash;
c. to purchase, take on lease, or in exchange, hire or otherwise acquire real or personal property and rights or privileges, and to construct, maintain and alter buildings or erections;
d. to sell, let or mortgage, dispose of or turn to account all or any of the property or assets of the ESF;
e. to borrow or raise money for the principles and objects of the ESF on such terms and on such security as may be thought fit;
f. to take and accept gifts of money, property or other assets whether subject to any special trust or not for any one or more of the principles and objects of the ESF;
g. to issue appeals and take such other steps as may be required for the purpose of procuring contributions to the funds of the ESF in the shape of donations, subscriptions or otherwise;
h. to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques or other instruments and to operate bank accounts;
i. to invest monies of the ESF not immediately required for its purposes in or upon such investments or property as may be thought fit subject nevertheless to such condition (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided;
j. to make any donations in cash or assets or establish or support or aid in the establishment or support of or guarantee, constitute or lend money (with or without security) to or for any charitable associations or institutions in any way connected with the purposes of the ESF or calculated to further its principles and objects;
k. to undertake and execute charitable trusts;
l. to engage and pay any person or persons whether on a full-time or part-time basis or whether as consultant or employee to supervise, organise, carry on the work of or advise the ESF;
m. to make any reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of staff, employees or former employees of the ESF and their husbands, wives and other dependants;
n. to initiate support and co-operate with others in proposals and activities calculated to assist in the promotion of the ESF's principles and objects;
o. to do all such lawful things as will further or are conducive and incidental to the attainment of the principles and objects of the ESF or any of them.
E. Language
1. The official language of the ESF shall be English.
2. The directors may, should they decide that it would be in the best interests of the ESF, arrange for translations/interpretation into other languages.
3. If there is any difference of interpretation between the English version and any translation of these Memorandum and Articles or the rules of squash, the English version shall prevail.
F. The liability of the members is limited.
G. Use of Funds
1. The income and property of the Company shall be applied solely towards the promotion of its principles and objects as set out in clause C of this Memorandum of Association.
2. No part of the income and property of the Company shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise to the members of the company.
3. No director of the Company shall be appointed to any office of the Company in respect of which a salary or fee is payable.
4. No benefit in money or money’s worth shall be given by the Company to any director except repayment of out-of pocket expenses.
H. Every guarantee member of the Company undertakes to contribute such amount as may be required (not exceeding GBP1) to the assets of the Company in the event of its being wound up whilst a guarantee member or within one year after ceasing to be a guarantee member, for payment of the debts and liabilities of the Company contracted before ceasing to be a guarantee member, and the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributors amongst themselves.
I. If on the winding-up of the Company any property remains after satisfaction of all the Company’s debts and liabilities, such property shall not be paid to or distributed among the guarantee members of the Company but shall be returned to funding bodies or with their agreement be transferred to some other charitable body or bodies (whether incorporated or unincorporated) whose objects are altogether or in part similar to the objects of the Company and whose constitution restricts the distribution of income and assets among guarantee members to an extent at least as great as does clause I of this Memorandum of Association. I, as an authorised signatory for and Vice President of England Squash, a member of the proposed Company and Subscriber to this Memorandum of Association, wish that the European Squash Federation be formed into a Company pursuant to this Memorandum.
Name and Address of Subscriber:
IAN DUDLEY WILLIAM WRIGHT I Wright
50, TREDEGAR ROAD
WILMINGTON
KENT DA2 7AZ
ENGLAND
Dated the 31st day of December 2002
WITNESS to the above Signature:
SEAN OTTLEY S Ottley
40 CHAPEL ROAD
BEXLEYHEATH
KENT DA7 4HN
ENGLAND
ARTICLES OF ASSOCIATION OF EUROPEAN SQUASH FEDERATION
Preliminary
In this Memorandum and Articles:
“Act” means the Companies Acts 1985 to 1989 including any statutory modification or re-enactment thereof for the time being in force.
“Companies House” means the official UK Government register of UK companies.
“Squash” means the sport of squash (formerly 'squash rackets') as played under the rules published from time to time by the WSF.
“Rules of squash” mean the rules of the singles and doubles games published from time to time by the WSF, including specifications for squash courts and playing equipment.
“Squash court” means a court complying with the specification for squash courts published in the rules of squash, whether or not that court is utilised solely for the playing of squash, and such other similar courts as may be agreed at a general meeting of the WSF to be suitable for the playing of squash.
“Full member” means a guarantee member. Provisional and honorary members are not guarantee members.
“Member association” means a national squash association which has complied with the requirements of Article A.
“Management board” means the elected president and vice-presidents for the time being of the ESF.
“Secretary” means company secretary as defined under the Act.
“Office of ESF” means the published correspondence address for the time being of the ESF
“Olympic charter” means the charter for the time being published by the International Olympic Committee.
“In writing” means written, printed or faxed, or partly one and partly another, and other modes of representing or reproducing words in visible form.
“Dispatched” means sent to the intended recipient at his notified address by first class post, airmail, courier, fax or electronic mail.
Words importing the singular number only, shall include the plural number; words importing the masculine gender only, shall include the feminine gender; words importing persons, except the word 'individual', shall include associations and other organisations whether incorporated or not.
A. Membership
1. The members of the ESF shall consist of national associations and individuals who comply with the criteria for membership herein.
2. Any national association or individual on agreeing to become and having been accepted as a member shall be deemed to have agreed to be bound by this Memorandum and Articles of Association whether or not a written statement shall have been signed to that effect.
3. Each national association or individual becoming a member of the ESF shall have such rights and obligations as are contained in this Memorandum and Articles of Association.
4. Application for full or provisional membership shall be made on a form to be prescribed by the directors. Such form shall be accompanied by:
a. the written constitution of the applicant;
b. evidence that it is the official governing body for squash in a nation recognised by the WSF and that in such capacity it operates without discriminating on the grounds of colour, creed or sex. Such evidence will normally be a letter from the appropriate National Olympic Committee but, in exceptional circumstances, may be from the national government sports ministry or equivalent authority;
c. a list of the names, addresses, telephone and fax numbers of the principal office bearers of the applicant;
d. the most recent annual accounts of the applicant;
e. a sum of money equivalent to the current subscription for the class of membership being applied for. If the application is granted, the payment will be put towards the subscription due; if the application is not granted, the payment will be returned to the applicant.
5. Applications for full or provisional membership of the ESF must be received by the ESF not less than 90 days before the date of the general meeting at which the application is to be considered. The directors shall review all applications on behalf of the ESF and make recommendations on acceptance to the general meeting.
6. All applications for full and provisional membership shall be considered by a general meeting and shall be accepted if they receive at least three quarters of the votes properly recorded at the general meeting in respect of the application.
7a. A national organisation may apply to join the ESF as a provisional member. It may remain a provisional member for a maximum of 4 years from the end of the calendar year in which its membership is accepted, after which time it must either retire from the ESF or convert to full membership. No full member may revert to provisional membership.
b. A provisional member may attend a general meeting only as an observer and may not: vote; raise matters, motions or proposals; or nominate individuals for election. It may not enter teams or individuals in ESF championships except when permitted to do so under the rules of those championships.
8. A national association that is not a full member of the WSF must become an Associate Member of the WSF by paying the appropriate subscription.
9. The delegate of a successful applicant shall be entitled to attend the general meeting and, if accepted as a full member, to vote after election. In the event of the application for membership either being refused or withdrawn, such attendance shall be terminated forthwith.
10. A full or provisional member wishing to retire from the ESF must give notice in writing to be received by the ESF not later than 90 days before the end of the current financial year, and in default will be held liable for the subscription for the current calendar year.
11. The management board may at its discretion recommend to members at a general meeting that an individual be appointed as an honorary member of the ESF. The appointment shall be for life or until the appointment is withdrawn following an appropriate motion that obtains at least three quarters of the votes properly recorded at a general meeting. There shall be no limit on the number of honorary members that may be appointed from time to time.
12a. A member association that fails to pay its subscription by the end of the calendar year in which it is due shall be suspended from membership automatically from the start of the following calendar year. It shall remain liable for subscriptions during the period of suspension and may be re-admitted to membership by the directors upon full payment of the subscription due. During the period of such suspension, the suspended member may not attend general meetings of the ESF (save, with the permission of a general meeting, to address that general meeting on the issue of its suspension), enter ESF championships, or host or attend official ESF competitions or events unless approved by the directors.
b. If a suspended member association has not paid its arrears of subscription by the end of the calendar year in which its suspension commenced, it shall be expelled from membership automatically and shall only be re-admitted after complying with paragraphs A4, A5 and A6 of these Articles and upon payment of the subscriptions due for the period of such suspension.
13. Any member, whose continued membership, in the opinion of the ESF, damages the international standing of squash as a world sport, may be suspended as a member of the ESF, if a resolution to that effect shall have been carried by at least three quarters of the votes properly recorded at a general meeting. Any such suspension shall be effective from the conclusion of the general meeting at which such resolution has been passed and shall be reviewed at all subsequent general meetings.
14. A member who seriously and persistently fails to maintain the principles and objects of the ESF, or to respect the regulations or decisions of the ESF, may be expelled from membership if a resolution to that effect shall have been carried by at least three quarters of the votes properly recorded at a general meeting. Any such expulsion shall take effect immediately after the resolution has been passed.
15. The rights or liabilities of members shall not be transferable.
B. Accounts
1. The directors shall cause accounting records of the ESF to be kept in accordance with the provisions of the Act.
2. The financial year of the ESF shall be 1st January to 31st December.
3. The reporting currency of the ESF shall be Euro. Payments between the ESF and member associations will be made in Euro or any other currency as shall be approved by the directors.
4. Account records shall be kept at the office of the ESF or, subject to the approval of the directors, at such other place or places as the directors shall think fit.
5. The profit and loss account and balance sheet shall be produced at least once in every year by a properly qualified accountant who shall be appointed, remunerated and regulated in accordance with paragraph D4e of these Articles.
6a. In addition, the accounts of the ESF, including profit and loss account and balance sheet, shall be subject to approval by two internal examiners, who shall check to ensure, particularly, that all expenditure has been in the best interests of the ESF and shall make any recommendations they deem appropriate in the form of written reports for consideration at the ensuing general meeting.
b. These internal examiners shall be appointed at each general meeting from amongst the delegates of full member associations. In the event that the delegate eligibility of any such appointee is discontinued prior to him having submitted his report, the directors shall co-opt a replacement who is appropriately positioned with a full member association and likely to attend the ensuing general meeting as its delegate.
7. The directors shall ensure that the profit and loss account and balance sheet are prepared and examined as soon as practicably possible after the financial year end to which the accounts relate, and in any event not later than three months from the financial year end.
8. In the event of a general meeting of the ESF not being scheduled within three months of the completion of the examination, then the directors shall arrange for a full copy of the profit and loss account, balance sheet and examiners’ reports to be dispatched to all full members not later than thirty days after the receipt of the examiners’ reports. Notwithstanding this procedure, such accounts shall be included on the agenda for the next general meeting in accordance with the provisions of paragraph D4c of these Articles.
9. The directors shall ensure that the Act is complied with generally in connection with the preparation of the annual accounts, the auditing of these in accordance with the Act where it so requires, their approval at a general meeting and their lodgement at Companies House within the timescale laid down by the Act.
C. Subscriptions
1. Each member association shall pay an annual subscription towards the expenses of the ESF. The scale, rate and amounts of all such subscriptions shall be determined by a general meeting.
2. The management board has the discretion to increase annual subscriptions without further reference to a general meeting to reflect inflationary increases in Sterling costs and overheads based on the UK Retail Price Index as published in November preceding the year of subscription; and to vary annual subscriptions to take account of changes in the Euro/Sterling exchange rate as at 1st December compared to the rate used 12 months earlier in setting that year’s subscriptions.
3. Subscriptions shall be due and payable on 1st January for that calendar year.
D. General Meetings
1. The ESF shall hold a general meeting not more than 24 months after the holding of the preceding general meeting.
2a. Notice (which shall include the date and venue city for the meeting) of the general meeting shall be dispatched to all members, directors and the WSF not less than 90 days before the date of the general meeting.
b. If elections are to be held at the general meeting, then the notice shall state which positions are to be subject to election, together with a summary of the requirements for nomination.
3. The agenda for a general meeting (which shall include on it the date, time and venue for the meeting) shall be dispatched to all members, directors and the WSF not less than 45 days before the date of the general meeting.
4. The agenda shall comprise:
a. Approval of the minutes of the previous meeting;
b. To receive the report of the directors;
c. To receive and approve the profit and loss account and balance sheet;
d. To consider any applications for membership;
e. To authorise the directors to appoint and fix the remuneration of the accountant;
f. Such elections as are required under Article H;
g. To receive the directors’ budget and forward plan for the next period;
h. To consider and deal with any matter, motion or proposal of which due notice shall have been given;
i. To decide the date and place of the next general meeting;
j. To consider any other competent business.
5. Any full member or a majority of the board of directors shall be entitled to have included on the agenda any matter, motion or proposal with an explanatory statement of reasonable length, which shall be distributed with the notice of the general meeting. All matters, motions or proposals submitted by full members must be received at the office of the ESF not less than 90 days prior to the general meeting at which they are to be discussed.
6a. Subject to paragraphs A12, A13 and A14 of these Articles, each member association shall be entitled to appoint one delegate to represent it at a general meeting. In addition, each member association shall be entitled to appoint one observer who may attend the general meeting but may only speak with the permission of the chairman and shall not be entitled to vote on behalf of the member association.
b. Subject to paragraphs A13, A14 and K1 of these Articles, members of the board of directors may attend and speak at a general meeting, but shall not be entitled to vote.
c. Members of ESF committees and other persons making a positive contribution to squash world-wide may be invited as observers to attend and speak at general meetings. Without prejudice to the generality of the foregoing, such invitations may be issued to elected members for the time being of the WSF management and executive committees. Such invitations will normally be at the discretion of the chairman, but if an invitation is challenged by any member, then attendance by that invitee shall only be permitted if his attendance has the support of in excess of one half of all the votes properly recorded at the general meeting. Such powers shall not be utilised to permit additional representatives of member associations to attend, or to facilitate an attendance by or on behalf of a suspended or former member of the ESF or an individual disqualified pursuant to the provisions of paragraph K1 of these Articles.
d. A person may only represent (either as a delegate or observer) one member association and may not vote or speak on behalf of another member association. Members of the board of directors shall not be permitted to represent, in any capacity whatsoever, a member association. A delegate shall, if so required, produce to the directors evidence sufficient to satisfy them that he is the properly appointed delegate of the member association he claims to represent.
7. At all general meetings only the business notified in the agenda shall be transacted. Amendments must be kept within the terms of the motion and the chairman of the meeting shall have the power to refuse any amendment which substantially alters the intention of the motion.
8a. No business shall be transacted at any general meeting unless at least ten properly represented full members are present when the meeting proceeds to business.
b. If within one hour from the time appointed for the holding of a general meeting a quorum is not present, then, if convened on the requisition of members, the general meeting shall be dissolved. In any other case it shall stand adjourned until a time and place to be fixed by the directors, notice of the meeting to be given in accordance with the provisions of paragraph D3 of these Articles.
9. The president of the ESF shall preside as chairman at every general meeting. If he is not present within 15 minutes after the time appointed for the holding of a general meeting, one of the members of the board of directors chosen by the directors shall chair the meeting, or if no such member thereof be present or if all members of the board of directors present decline to take the chair, the full members present shall choose someone present to take the chair.
10. The chairman of the meeting may, with the consent of any such meeting at which a quorum is present (and shall if so directed by in excess of one half of all the votes properly cast) 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 such a meeting is adjourned for 45 days or more, notice of the adjourned meeting shall be given in the same manner as of the original meeting. Save as aforesaid, members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting.
11. General meetings shall be conducted in accordance with generally accepted practices. The directors may from time to time publish guidelines for the conduct of general meetings. Such guidelines will be followed unless challenged by any member, in which case they shall only be binding if their adoption has the support of in excess of one half of all the votes properly recorded at the general meeting in respect of the matter.
E. Extraordinary General Meetings
1a. The directors may, whenever they think fit, convene an extraordinary general meeting; and an extraordinary general meeting shall also be convened within 90 days of the receipt of a written request to that effect given by full members representing at least one fifth of the votes which could be properly recorded at the meeting which is being requested.
b. Such requisition shall state the object of the meeting and any resolution orv motion to be proposed thereat.
c. The only business which shall be transacted at an extraordinary general meeting is:
i. Approval of the minutes of the previous general meeting, and
ii. Consideration of the business for which the meeting has been convened pursuant to paragraph E1b of these Articles.
2. Save where expressly stated otherwise, extraordinary meetings shall be conducted in accordance with the provisions for general meetings.
F. Voting
1. Only full members that have paid the annual subscription in full and are properly represented at a general meeting shall be entitled to vote: each member so represented shall have one vote. Voting by proxy or post shall not be permitted.
2a. A motion or resolution proposing a change to this Memorandum or Articles of Association shall be deemed to be carried if it receives at least three quarters of all the votes properly recorded at a general meeting.
b. Save where expressly stated otherwise, a motion or resolution shall be deemed to be carried if it receives in excess of one half of all the votes properly recorded at a general meeting.
3. Voting may be by secret ballot or a show of hands at the discretion of the chairman, save that a secret ballot must be held if this is required by at least two full members. All contested elections shall be conducted by secret ballot in accordance with paragraph H6. Each full member shall be entitled to one vote only.
4. A full member association may vote for, against or formally register its abstention from voting in respect of a motion or resolution. If a full member association is absent at the time a vote is taken, or elects not to participate in the voting procedure, its position shall not be recorded or be taken into account in determining whether or not the motion or resolution has been carried.
G. Management Board / Board of Directors
Preliminary
The title Management Board is generally interchangeable with the title Board of Directors subject however to paragraph G7 below. The titles President and Vice-President shall be interchangeable respectively with the titles Chairman and Vice-Chairman. The Chairman and Vice-Chairmen shall be the only Directors. The second set of titles shall be used in certain formal company matters to conform to the Act.
1. The management board shall comprise the president and four vice-presidents (comprising at least one vice-president of each sex) who have been elected in accordance with the provisions of Article H. Not more than two members of the management board shall come from the same country.
2. Any casual vacancy howsoever occurring in the management board may, pending election at a general meeting held in accordance with the provisions of these Articles, be filled by the management board.
3. The management board shall be responsible for implementing the objects of the ESF, for developing policies and practices in accordance with the said objects and general meetings’ guidelines on policy, and for the day to day running of the ESF.
4. The management board shall deploy the funds of the ESF as it shall consider to be in the best interests of the objects of the ESF and it shall have the authority to delegate such powers as it may from time to time deem necessary for this purpose.
5. The management board shall appoint any members of staff to be employed by the ESF.
6. The management board may form committees for specialised purposes. It may vest in and delegate to any committee such powers as it deems necessary and convenient. It may remove a member of any committee and fill a vacancy however caused.
7. The management board may from time to time co-opt members as it considers appropriate. Co-opted members shall not be entitled to vote and shall not be directors of the Company.
8. At any meeting of the management board, three elected members shall form a quorum.
9. Members of the management board shall not hold office in a body whose interests are deemed to conflict with the ESF.
10. Members of the management board shall not be entitled to payment for their services but may be reimbursed for expenses incurred in legitimate work for the ESF which has been authorised in advance of expenditure and which conforms to the criteria for expenses set by the management board.
H. Elections
1. All elections for president (chairman) and vice-presidents (vice-chairmen) of the ESF shall be for a term ending at the general meeting following completion of a period of eighteen months.
2. For the post of president, the candidate must either have served previously on the management board of the ESF or have been an elected officer of a full member association.
3. Nominations for election must be received at the office of the ESF not less than 90 days before the date of the general meeting at which the election is to be held.
4. No nomination shall be accepted as valid unless:
a. It is made by a full member;
b. The ESF has received, before the closing date for nominations, a statement from the nominee confirming his/her willingness to stand;
c. The ESF has received, before the closing date for nominations, a statement from the nominee confirming either that he/she has no financial interest in the game of squash, or if he/she does have such interests then setting out in full the nature and extent of those interests. In the event of the latter, then such statement shall accompany the papers distributed for the general meeting.
5. Details of nominations received shall accompany the papers distributed for the general meeting at which the elections are to be held. This shall comprise:
a. a list of all valid nominations;
b. any statement arising out of paragraphs H4b and H4c above;
c. a statement of reasonable length in support of the candidate's nomination (if written and submitted by the candidate).
6a. The election of the president and vice-presidents shall be held at the end of the general meeting.
b. All elections shall be conducted by secret ballot.
c. The election for the post of president shall be conducted first. If there is only one candidate then he/she shall be declared elected. If there are two candidates, then the one for whom the most number of properly recorded votes are cast shall be declared elected. If there are three or more candidates, then the voting procedures set out at paragraph H6g below shall be adopted.
d. The elections for the posts of vice-president shall follow the election of the president. If the elected president was also a candidate as a vice-president, then he/she shall be removed automatically from the ballot for vice-presidents.
e. If there are only four candidates for the post of vice-president and at least one is from each sex, then all four shall be declared elected. If there is only one candidate of one sex then he/she shall be declared elected and shall not participate in any of the ballots under paragraphs H6f and H6g below. If all candidates are of the same sex and there are four or more of them, then the voting procedure set out at paragraph H6g below shall be adopted. In this event, only three candidates shall be declared elected, allowing the management board (if it sees fit) to co-opt a member of the opposite sex pursuant to the powers of paragraph G7 of these Articles.
f. For a contested election for vice-president, the election process detailed under paragraph H6g below shall be used to decide the election of each vice-president. The vice-presidents elected first and second shall be excluded automatically from the remaining ballots. If after the election of the third vice-president the elected vice-presidents are of the same sex, all remaining candidates of that sex shall be excluded from any remaining ballots, which shall then include only members of the other sex. If after the election of the third vice-president the vice-presidents are of opposite sex, then all remaining candidates shall participate in ballots for the foutrh vice-president in accordance with paragraph H6g below.
g. If a contested ballot is held, the elected candidate must receive more than one half of the votes properly recorded. If there are more than two candidates participating in a ballot and no candidate receives in excess of one half of all the votes properly recorded, then a further ballot or ballots shall be held. On each subsequent ballot the candidate who has received the least number of votes on the previous ballot shall be removed automatically from further ballots for that position (save that if the ballot is for the post of vice-president he/she shall be re-entered into the subsequent ballot for any remaining vacancy or vacancies). The process of subsequent ballots and the removal from the next ballot of the candidate securing the least number of votes at the previous ballot(s) shall continue until one candidate secures in excess of one half of all the votes properly recorded. That person shall then be declared elected. If in any ballot two or more candidates have an equal number of votes and one of them has to be excluded from further ballots, that candidate amongst them who had the least number of votes at the previous ballot at which they had not an equal number of votes shall be excluded.
h. If there are more than two candidates for the post of president and vice-president from the same member nation, then not more than two of those candidates may be elected (either unopposed or by contested ballot). Following the election of the second candidate from that member nation, all remaining candidates from that member nation shall be excluded from any remaining ballots, which shall then include only candidates from other member nations.
7. Full members may vote for only one candidate at each ballot.
I. Committees
1. Committees shall carry out such duties as the management board, from time to time, shall determine. They shall be responsible to the management board and report to it at least once a year.
2. The chairman of each committee shall be appointed by the management board from past or present members of the management board. Membership of each committee must include a current member of the management board.
3. The members of each committee shall be appointed by the management board on the recommendation of the chairman of the committee.
4. Committees and their members (including the chairman) shall be re-appointed on an annual basis by the management board.
J. Secretary
Subject to the provisions of the Act, the secretary shall be appointed by the directors for such term upon such conditions as they may think fit; and any secretary so appointed may be removed by them.
K. Termination of Service
1. A member of the management board shall vacate office forthwith if:
a. he is convicted of a serious criminal offence;
b. he becomes of unsound mind;
c. he resigns by notice in writing to the ESF.
2. The president shall vacate office after serving three terms of office as set out in paragraph H1 of these Articles.
3. A vice-president shall vacate office after serving three terms of office as set out in paragraph H1 of these Articles.
4. Upon termination or resignation, a president or vice-president may not be elected to any position in the ESF for a period of three years, save that a vice-president may upon termination be elected president.
L. Disputes
1. Members and officers of the ESF shall not be permitted to bring before a court of justice disputes involving any or all of them; and membership of the ESF shall involve members in renouncing the right to take a dispute before the courts. Any such dispute shall be referred to an arbitration tribunal appointed by common consent, or failing this, by the president of the International Olympic Committee.
M. Dissolution / Winding Up
1. The ESF shall not be voluntarily dissolved, except at a general or extraordinary general meeting at which a motion for dissolution (winding up) shall have been notified in accordance with paragraphs D2, D3 and D4 of these Articles and the motion receiving three quarters of the votes properly recorded at the meeting.
2. Upon the dissolution or winding up of the ESF, whether under the terms of paragraph M1 above or otherwise, the liquidator shall deal with the assets and liabilities of the Company in accordance with paragraph I of the Memorandum.
Name and Address of Subscriber:
IAN DUDLEY WILLIAM WRIGHT I Wright
50, TREDEGAR ROAD
WILMINGTON
KENT DA2 7AZ
ENGLAND
Dated the 31st day of December 2002
WITNESS to the above Signature:
SEAN OTTLEY S Ottley
40 CHAPEL ROAD
BEXLEYHEATH
KENT DA7 4HN
ENGLAND
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