Articles of Association

DIRECTORS' POWERS AND RESPONSIBILITIES

4. Directors' general authority

4.1 Subject to the Articles and to the applicable provisions for the time being of the Companies Acts, the directors are responsible for the management of the Company's business, for which purpose they may exercise all the powers of the Company.

4.2 Subject to article 4.3, the Board shall endeavour to carry on the business of the Company so as not to make a profit or a loss.

4.3 The Board in its absolute discretion may make provision for creating or setting aside a reasonable reserve fund for any general or particular purpose.

4.4 The Board may make bye-laws or set down operating procedures in such form as it may see fit, and it may modify or revoke such bye-laws or operating procedures.

DIRECTORS' POWERS AND RESPONSIBILITIES

5. Directors' Power to Appoint Officers

5.1 Subject to the following provisions of this article 5, the Board may appoint one person as the Patron of the Company, and propose to the members that a person or persons are appointed to fill the following positions none of which are directorships (although any such person is entitled, separately and in accordance with the provisions of these Articles, to be a director):

5.2 A Chief Executive of the Company shall be appointed by the directors to manage the day to day affairs of the Company by implementing the policy and strategy adopted by and within a budget approved by the directors and if applicable to advise the directors in relation to such policy, strategy and budget. The directors shall provide the Chief Executive with a description of his role and the extent of his or her authority; and the Chief Executive shall report regularly to the directors on the activities undertaken in managing the Company and provide them regularly with management accounts sufficient to explain the financial position of the Company. A Company Secretary may also be appointed and the same person may fill both roles. The directors may remove from either post any person so appointed.

5.3 A Treasurer shall be appointed and nominated as a director by his fellow directors, subject to his consent, for approval by the members at the next AGM for a period not exceeding three years, which shall be renewable for a maximum of two further periods of three years. He shall take office with terms of reference on a date agreed by the directors.

5.4 Only a Life, Individual Member over the age of 21 or Honorary Member is eligible to be appointed as Patron, President, Vice President or Chairman of the Company.

5.5 At every annual general meeting any such person appointed as President of the Company who has by that time been in office since the annual general meeting three years previously shall retire.

5.6 Subject as aforesaid, a President of the Company who retires at an annual general meeting may, if willing to act, be reappointed for a further three years. If he is not reappointed, he shall retain office until the meeting appoints someone in his place, or if it does not do so, until the end of the meeting.

5.7 A Vice President may be proposed by the Board to members for approval for long and distinguished service to the Company or to the games of Tennis and/or Rackets in general. He shall be appointed for life from the date of the Annual General Meeting at which such proposal is approved, except that should he subsequently be appointed President he shall cease holding the office of Vice President during his Presidency.

DIRECTORS' POWERS AND RESPONSIBILITIES

6. Members' reserve power

6.1 The members shall approve the appointment (prior to the office being taken up) of any person as the President of the Company (and may remove such person by ordinary resolution).

6.2 The members shall approve the appointment (prior to the office being taken up) of any person as Vice President of the Company (and may remove such person by ordinary resolution).

DIRECTORS' POWERS AND RESPONSIBILITIES

7.Directors may delegate

7.1 Subject to the Articles, the directors may delegate any of the powers which are conferred on them under the Articles:

as they think fit.

7.2 If the directors so specify, any such delegation may authorise further delegation of the directors' powers by any person to whom they are delegated.

7.3 The directors may revoke any delegation in whole or part, or alter its terms and conditions.

DIRECTORS' POWERS AND RESPONSIBILITIES

8. Committees

8.1 The directors may delegate any of their powers to:

each of which shall act to the extent of the powers delegated to it by the Board.

8.2 Committees to which the Board delegates any of its powers shall act only within those express powers.

8.3 Committees shall, to the extent reasonably possible, observe the corporate governance requirements for directors set out in the Articles (including those provisions of the Articles which govern the taking of decisions by directors).

8.4 The directors may make rules of procedure for any committee which, to the extent of any inconsistency, shall prevail over a committee's obligations pursuant to Article 8.3 above.

8.5 Where a provision of the Articles refers to the exercise of a power, authority or discretion by the directors and that power, authority or discretion has been expressly delegated by the directors to a committee, the provision shall be construed as permitting the exercise of the power, authority or discretion by the committee.

8.6 In the event that a person or persons are directly elected to a committee (whether by the members of the Company or otherwise), such persons shall have only those powers specifically delegated by the Board to them, or to the relevant committee, and they shall only take up and hold such post with the consent of the Board. The Board shall at all times retain the responsibility for ensuring that no person sits on a committee if the Board believes that such appointment is prejudicial to the best interests of either that committee or the Company.

8.7 Any person who is a Life Member, Individual Member over the age of 21, Honorary Member or nominated representative of either the Real Tennis Professionals Association or the Rackets Professionals Association or the nominated representative of the Ladies' Real Tennis Association shall be eligible to hold office as a member of a committee.

DECISION-MAKING BY DIRECTORS

9. Directors to take decisions collectively

9.1 The general rule about decision-making by directors is that any decision of the directors must be taken as a majority decision at a meeting or as a directors' written resolution in accordance with Article 10 (Directors' written resolutions) or otherwise as a unanimous decision taken in accordance with Article 11 (Unanimous decisions).

9.2 Subject to the Articles, each director participating in a directors' meeting has one vote.

DECISION-MAKING BY DIRECTORS

10. Directors' written resolutions

10.1 Any director may propose a directors' written resolution by giving notice in writing of the proposed resolution to each of the other directors (including alternate directors).

10.2 If the company has appointed a company secretary, the company secretary must propose a directors' written resolution if a director so requests by giving notice in writing to each of the other directors (including alternate directors).

10.3 Notice of a proposed directors' written resolution must indicate:

10.4 A proposed directors' written resolution is adopted when a majority of the non-conflicted directors (or their alternates) have signed one or more copies of it, provided that those directors (or their alternates) would have formed a quorum at a directors' meeting were the resolution to have been proposed at such meeting.

10.5 Once a directors' written resolution has been adopted, it must be treated as if it had been a decision taken at a directors' meeting in accordance with the Articles.

DECISION-MAKING BY DIRECTORS

11. Unanimous decisions

11.1 A decision of the directors is taken in accordance with this Article 11 when all non-conflicted directors indicate to each other by any means that they share a common view on a matter.

11.2 A decision may not be taken in accordance with this Article 11 if the non-conflicted directors would not have formed a quorum at a directors' meeting had the matter been proposed as a resolution at such a meeting.

11.3 Once a directors' unanimous decision is taken in accordance with this Article 11 it must be treated as if it had been a decision taken at a directors' meeting in accordance with the Articles.

DECISION-MAKING BY DIRECTORS

12. Calling a directors' meeting

12.1 Any director may call a directors' meeting by giving reasonable notice of the meeting to each of the directors (including alternate directors), whether or not he is absent from the UK, or by authorising the company secretary (if any) to give such notice.

12.2 Notice of any directors' meeting must indicate:

12.3 Subject to Article 12.4, notice of a directors' meeting must be given to each director but need not be in writing.

12.4 Notice of a directors' meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the Company prior to or up to and including not more than seven days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

12.5 The Board shall meet not less than three times in each calendar year.

DECISION-MAKING BY DIRECTORS

13. Participation in directors' meetings

13.1 Subject to the Articles, directors participate in a directors' meeting, or part of a directors' meeting, when:

13.2 In determining whether directors are participating in a directors' meeting, it is irrelevant where any director is or how they communicate with each other.

13.3 If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

DECISION-MAKING BY DIRECTORS

14. Chairing of directors' meetings

14.1 The Board shall appoint a Chairman from amongst their number or otherwise.

14.2 The Chairman shall chair Board meetings.

14.3 If the Chairman is not able to chair a Board meeting, he may appoint a substitute chair for that meeting as he sees fit. If neither the Chairman nor his substitute is available to chair a Board meeting, the directors may appoint a director to chair that meeting.

14.4 The person so appointed for the time being is known as the chairman.

DECISION-MAKING BY DIRECTORS

15. Chairman's casting vote at directors' meetings

15.1 If the numbers of votes for and against a proposal at a meeting of directors are equal, the chairman or other director chairing the meeting has a casting vote in addition to his personal vote.

15.2 Article 15.1 does not apply in respect of a particular meeting (or part of a meeting) if, in accordance with the Articles, the chairman or other director chairing the meeting is a conflicted director for the purposes of that meeting (or that part of that meeting at which the proposal is voted upon).

DECISION-MAKING BY DIRECTORS

16. Quorum for directors' meetings

16.1 At a directors' meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.

16.2 Subject to Article 16.3, the quorum for the transaction of business at a meeting of directors may be fixed from time to time by a decision of the directors but unless otherwise fixed it is four. A person who holds office only as an alternate director shall, if his appointor is not present, be counted in the quorum.

16.3 If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision

16.4 For the purposes of any meeting (or part of a meeting) held pursuant to Article 17 (directors' conflicts of interests) to authorise a director's conflict, if there is only one non-conflicted director in office in addition to the conflicted director(s), the quorum for such meeting (or part of a meeting) shall be one non-conflicted director.

DECISION-MAKING BY DIRECTORS

17. Directors' conflicts of interests

17.1 Whenever a director finds himself in a situation that is reasonably likely to give rise to a conflict of interest, he must declare his or her interest to the directors unless, or except to the extent that, the other directors are or ought reasonably to be aware of it already.

17.2 Whenever a matter is to be discussed at a meeting and a director has a conflict of interest in respect of that matter then, subject to Article 17.4 he must:

17.3 If any question arises as to whether a director has a conflict of interest, the question shall be decided by a majority decision of the other directors.

17.4 The directors may (subject to such terms as they may impose from time to time, and subject always to their right to vary or terminate such authorisation) authorise, to the fullest extent permitted by law;

17.5 If a matter, or office, employment or position, has been authorised by the directors in accordance with Article 17.4 then, even if he has been authorised to remain at the meeting by the other directors, the director may absent himself from meetings of the directors at which anything relating to that matter, or that office, employment or position, will or may be discussed.

DECISION-MAKING BY DIRECTORS

18. Records of decisions to be kept

18.1 The directors must ensure that the Company keeps a record, in writing, for at least ten years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.

DECISION-MAKING BY DIRECTORS

19. Directors' discretion to make further rules

19.1 Subject to the Articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.

APPOINTMENT AND TERMINATION OF DIRECTORS

20. Number of directors

20.1 Unless otherwise determined by ordinary resolution, the number of directors (other than alternate directors) shall be subject to a maximum of twelve and shall not be less than six.

20.2 There shall be four Elected Directors (Article 21.4) and six Nominated Directors (Article 21.5) who, subject to their consent and their subsequent approval by members, shall be directors whilst holding the offices of Chairman, Treasurer, Tennis Committee Chairman, Rackets Committee Chairman and Ladies Real Tennis Association Chairman, and up to two additional Directors appointed under Article 21.

APPOINTMENT AND TERMINATION OF DIRECTORS

21. Methods of appointing directors

21.1 Subject to Article 21.2 any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director:

21.2 No person who is not a Life, Individual Member over the age of 21, Honorary Member shall in any circumstances be eligible to hold office as a director. No person who is not a Life, Individual Member over the age of 21 or Honorary Member shall in any circumstances be eligible to propose a person as an Elected Director.

21.3 No person, other than a director elected pursuant to article 21.4 below, shall be appointed, or reappointed, a director at any general meeting unless he is recommended by the directors.

21.4 In the event that the number of Elected Directors has fallen below four (or will fall below four, whether by way or retirement of otherwise, at the next AGM) the Board shall invite members (who must be proposed and seconded by two other members in such form as the board may determine) to stand for election for such vacancy (or vacancies). In the event that more candidates stand for election than there are vacancies, the members of the Company (in such form as the Board may determine) shall place those candidates in order of preference and the candidate (or candidates) with the greatest number of votes shall be elected. In the event of a tie the election shall be decided by lot (in such manner as the Board shall determine).

21.5 Upon the occasion of one of the Nominated Directors ceasing to hold that office for which his nomination was predicated, the directors will nominate his successor as a Nominated Director, subject to his consent and subsequent approval by the members.

APPOINTMENT AND TERMINATION OF DIRECTORS

22. Termination of director's appointment

22.1 A person ceases to be a director as soon as:

APPOINTMENT AND TERMINATION OF DIRECTORS

23. Retirement of Directors

23.1 At every AGM those directors who have by that time been in office since the AGM three years previously, or who have been elected pursuant to Article 21.1.2, shall retire.

23.2 Subject to Articles 23.3 and 23.4 below, a director who retires at an AGM may, if willing to act, be reappointed for a further period of three years. If he is not reappointed, he shall retain office until the meeting appoints someone in his place, or if it does not do so, until the end of the meeting.

23.3 If the Chairman, the Treasurer or either of the Games Committee Chairmen, on the date of any AGM, has served as a director since the AGM nine years previously, he shall not be eligible to serve as a director until the commencement of the AGM in the following year.

23.4 If an Elected Director, on the date of any AGM, has served as a director since the AGM six years previously, he shall not be eligible to serve as a director until the commencement of the AGM in the following year.

APPOINTMENT AND TERMINATION OF DIRECTORS

24. Directors' remuneration

24.1 A director:

24.2 A director may directly or indirectly:

APPOINTMENT AND TERMINATION OF DIRECTORS

25. Directors' expenses

25.1 The authority in Article 24 above is subject to the following conditions being satisfied:

and, in this Article, where Article 24.2 applies in respect of a director indirectly, a relevant person is a person (other than the director) who proposes to enter into a contract with, lend money to or demise or let premises to the Company under Articles 24.2.2, 24.2.3 or 24.2.4 as the case may be.

ALTERNATE DIRECTORS

26. Appointment and removal of alternate directors

26.1 Any director (appointor) may appoint as an alternate any other director for the duration of one meeting to:

in relation to the taking of decisions by the directors in the absence of the alternate's appointor.

COMMUNICATIONS

48. Means of communication to be used

48.1 Subject to the Articles, anything sent or supplied by or to the Company under the Articles may be sent or supplied in any way in which of CA 2006 provides for documents or information which are authorised or required by any provision of CA 2006 to be sent or supplied by or to the Company.

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

For the purposes of this Article 48.2, no account shall be taken of any part of a day that is not a working day.

48.3 In proving that any notice, document or other information was properly addressed, it shall be sufficient to show that the notice, document or other information was delivered to an address permitted for the purpose by of CA 2006.

48.4 Subject to the Articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.

48.5 A director may agree with the Company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than forty-eight hours.

48.6 It shall not be necessary to give any notice in hard copy form to a member who does not provide the Company with an address in the United Kingdom.

48.7 The company may send or supply documents or information to members by making them available on a website subject to the conditions set out in Part 4 of Schedule 5 CA 2006.

ADMINISTRATIVE ARRANGEMENTS

49. Alterations to the Articles of the Company

49.1 Any alterations to these Articles recommended by the Board may be proposed at a General Meeting by special resolution. Such a resolution requires approval of members by a majority of not less than 75%.

ADMINISTRATIVE ARRANGEMENTS

50 . Accounts

50.1 The Board shall cause annual Accounts to be prepared made up to 30 June each year. They shall include for the year ended on that date an income and expenditure account together with a balance sheet identifying the surpluses or deficits for the year and the state of affairs of the Company as at that date.

50.2 The Accounts shall be laid before the members at the AGM and shall have been either:

as determined by the Board.

50.3 The members may require an audit to be carried out if a resolution to that effect is passed at a general meeting.

50.4 The Board shall nominate for approval annually by the members at the AGM either:

as determined by the Board or as otherwise required by resolution of the members.

50.5 The remuneration (if any) of either the registered auditor or the independent chartered accountant shall be fixed by the Board.

50.6 It shall be the duty of every officer of the Company to give to the registered auditor or the independent chartered accountant such information as he may reasonably require.

ADMINISTRATIVE ARRANGEMENTS

51. Company seals

51.1 Any common seal may only be used by the authority of the directors.

51.2 The directors may decide by what means and in what form any common seal is to be used.

51.3 Unless otherwise decided by the directors, if the Company has a common seal and it is affixed to a document, the document must also be signed by either at least two authorised persons or at least one authorised person in the presence of a witness who attests the signature.

51.4 For the purposes of this Article, an authorised person is:

ADMINISTRATIVE ARRANGEMENTS

52. No right to inspect accounts and other records

52.1 Except as provided by law or authorised by the directors or an ordinary resolution of the Company, no person is entitled to inspect any of the Company's accounting or other records or documents merely by virtue of being a member.

DIRECTORS' INDEMNITY AND INSURANCE

53. Indemnity

53.1 Subject to Article 53.2, but without prejudice to any indemnity to which a relevant officer is otherwise entitled:

53.2 This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.

53.3 In this Article 53:

DIRECTORS' INDEMNITY AND INSURANCE

54. Insurance

54.1 which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of trust, or breach of duty of which he may be guilty in relation to the Company but not extending to:

54.2 to make contributions to the assets of the Company in accordance with the provisions of section 214 of the Insolvency Act 1986 but not extending to any liability to make such a contribution where the basis of the Director's liability is his knowledge prior to the insolvent liquidation of the Company (or reckless failure to acquire that knowledge) that there was no reasonable prospect that the Company would avoid going into insolvent liquidation.