Memorandum & Articles of Association for RFL
Memorandum & Articles of Association for RFL
(Governing Body) Limited
Company No. 5835638
THE COMPANIES ACTS 1985 to 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
- The name of the Company is " RFL ( Governing Body ) Limited". Unless stated to the contrary within this document words and expressions used shall have the same meaning as set out in the Articles of Association of the Company.
- The registered office of the Company will be situated in England.
- The objects for which the Company is established shall be:
- to acquire and undertake the assets and liabilities transferred to the Company by and to carry out the powers, obligations, duties and general objects of the present unincorporated association known as the Rugby Football League and to indemnify the Rugby Football League, its officers, members, members of its board and its council and any other committees and its employees against all costs, claims, demands, actions and proceedings relating to those assets and liabilities and the undertaking of the Rugby Football League and in respect of all liabilities, obligations and commitments (whether legally binding or not) of the Rugby Football League transferred to the Company and also in respect of the costs and expenses and outgoings from or attributable to the transfer of assets and undertaking;
- to foster, govern, develop, organise and manage the game of rugby league football (“the Game”), in respect of all age groups, at all levels and for both sexes, in Great Britain and Ireland;
- to develop and manage the playing of the Game at an international level;
- to make, adopt, vary and publish bye laws, regulations and conditions for the management and/or governance of the Game and its competitions and matters relating thereto, and to take all such steps as shall be deemed necessary or advisable for enforcing such bye laws, regulations and conditions;
- to organise and administer competitions for the playing of the Game in Great Britain and Ireland by Clubs and those others invited to participate in such competitions;
- to promote, provide for, regulate and manage all or any details or arrangements or other things as may be considered necessary or desirable for, or ancillary to, the comfort, conduct, convenience or benefit or players of the Game and of the public or of any other persons concerned or engaged in or associated with the Company;
- to assist and co-operate with any organisation having similar objectives;
- to exploit and sell and enter into contracts and other arrangements in relation to, and to take action to protect, all rights in or relating to Matches and other intellectual property rights of the Company insofar as those rights are vested in or are managed by the Company;
- to discipline players, Clubs and members for breaches of any bye laws, rules or regulations or the Laws of the Game and to adjudicate in respect of disputes between Clubs;
- to do all such other acts or things, to enter into contracts and undertakings with others and to take such other steps as may in the opinion of the Company or the Board be conducive to the attainment or furtherance of the objects of the Company; and
- to commit to the principles of equal opportunities and to ensure that the culture, philosophy and processes within the Company and the Game are free from bias and discrimination.
- 4. In furtherance of the above objects (but not further or otherwise) the Company shall have the following powers:
- to engage, employ or retain on a full-time or part-time basis, and on such terms as to remuneration and other conditions of employment as may be thought fit or on a voluntary basis, any persons qualified to assist, or experienced or skilled in assisting, in the provision of any of the activities of the Company including without limitation the Executive Directors, Non-Executive Directors and such other officials as it may consider appropriate and subject to the provisions of Clause 5 hereof to make any reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees or former employees and their spouses and dependants;
- to enter into television, Broadcasting, sponsorship, commercial or other contracts or transactions of any kind in connection with the Game on behalf of the Company and for the benefit of its members and to perform any obligations required to be performed by the Company under that contract (and if any member defaults in such obligations or causes the Company to default in such obligations, it shall be dealt with by the Board as they think appropriate and as a result a member may (at the Board's discretion) forfeit any rights to a distribution of fees received under such contract(s) by the Company); and, to enter into contracts, commercial or other transactions in connection with the Game for the benefit of the Company and its members;
- to grant permission to the appropriate authority to Broadcast a sound commentary of or televise or film for subsequent televising or video release of any Match and fix the fees for the same;
- to participate in and co-operate with the RLIF in all matters relating to international competitions or relating to the Laws of the Game and to co-operate with other organisations concerned with the administration of the Game;
- to purchase, take on lease or in exchange, hire or otherwise acquire real or personal property and rights or privileges anywhere in the world, and to construct, maintain and alter buildings or erections;
- to sell, manage, let or mortgage, dispose of or turn to account all or any of the property or assets of the Company subject to such consents as may be required by law;
- to execute and do all such other instruments, acts and things as may be requisite for the efficient management, development and administration of the said property;
- to enter into any contract of insurance howsoever in respect of any matter in which the Company has an insurable interest and in particular but without derogating from the generality of the foregoing in connection with any real or personal property in which the Company shall have any interest and which shall include the power to enter into insurance contracts on behalf of members, Clubs, associated bodies, players or other persons;
- to carry out other transactions or things as can be advantageously carried on in connection with or ancillary to the Game or as may be calculated directly or indirectly to enhance the value of or render profitable any of the property or rights of the Company;
- to invest moneys of the Company not immediately required for its purposes in or upon such investments, securities or property as may be thought fit subject nevertheless to such conditions (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;
- to take and accept any gift of money, property or other assets whether subject to any special trust or not for the objects of the Company;
- to print and publish any newspapers, periodicals, books, articles or leaflets;
- to raise funds and organise appeals and invite and receive contributions from any person or persons whatsoever by way of subscription, donation and otherwise;
- to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments and to operate bank accounts;
- to make financial levies on Clubs and/or members;
- to investigate the financial affairs of any Club or other member and to demand the production of any documents, books, bank statements, Revenue returns and call for such other evidence as shall be required to carry out such an investigation;
- to give final and binding rulings upon any difference of opinion that may arise as to the meaning of any bye laws, rules, regulations or Laws of the Game and record its decision which shall take effect and to which Clubs and other members shall give effect;
- to decide upon and deal with and make such rulings, decisions and orders as it shall think fit in respect of all matters not provided for in any bye laws, rules, regulations or the laws of the Game or for any matter whatsoever which expression shall not have any restricted or limited meaning but shall be fully comprehensive;
- to organise and implement a drug testing programme which may be operated at any place authorised by the Council and in which all Clubs and members must participate and all players must make themselves available for testing as required (the offences, penalties and procedures are contained in any doping control regulations of the Company from time to time;
- in the event of there having been misconduct of spectators in any ground of a Club or if the ground of any Club is in the opinion of the Board unsafe for spectators or unfit for the playing of the Game to close that ground and make the ground safe either permanently or for a stated period and/or fine the Club if the Club has been guilty of misconduct or conduct prejudicial to the Game or has not managed the ground efficiently;
- subject to the provisions of Clause 5 hereof to pay or provide or to make arrangements for providing gratuities, pensions, benefits, loans and other matters and to establish, support, subsidise and subscribe to any institution, association, club, scheme, fund or trust;
- to make charges including nominal charges in respect of any of the activities of the Company;
- to raise or borrow money and to give security over the Company's assets on such terms as may be thought fit subject to such consents as may be required by law;
- to lend or advance money to any Club or other member and to give credit and to enter (whether gratuitously or otherwise) into guarantees or indemnities of all kinds, whether secured or unsecured, and whether in respect of its own obligations or those of some other person or company with a resolution of the Board;
- to pay or agree to pay all or any of the promotion, formation and registration expenses of the Company;
- to contribute to or support any charitable, benevolent or useful object relating to the Game, or participants therein;
- to represent or act on behalf of others in any negotiations affecting the interests of any of the Clubs or before any court or tribunal in any jurisdiction and to employ, retain or instruct lawyers and other qualified persons so to act on such terms as to remuneration and other conditions of employment as the Board shall think fit for such purpose;
- to make, adopt, amend or otherwise vary and publish rules, bye laws, regulations and/or guidance for the regulation, government, running and organisation of the Game and its competitions and the operation of the Company and to take all such steps as may be required or advisable to enforce the same; and
- to amalgamate with any companies, institutions, societies or associations which shall have objects altogether or mainly similar to those of the Company or which are for the benefit of the Game in the United Kingdom or any part thereof and prohibit payment of any dividend or profit to and the distribution of any of their assets amongst their Members at least to the same extent as such payments or distributions are prohibited by this Memorandum of Association;
- to do all other acts or things to further the objects of the Company or as may be deemed incidental or conducive to the attainment of such objects or any of them.
- Any director of the Company may be remunerated or paid by salary or fees or receive any remuneration or benefit in money or money's worth from the Company for discharging his duties as such.
- The liability of the members is limited.
- Every member of the Company undertakes to contribute to the assets of the Company, in the event of the same being wound up while it is a members, or within one year after it ceases to be a member, for payment of the debts and liabilities of the Company contracted before it ceases to be a member and of the costs, charges and expenses of winding-up and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding £1 (One Pound).
- If upon the winding up or dissolution of the Company there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall be paid to or distributed equally among the members of the Company at the date of dissolution.
We, the several persons whose names and addresses are subscribed are desirous of being formed into a company in pursuance of this Memorandum of Association
NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS
THE LEEDS CRICKET, FOOTBALL AND ATHLETIC COMPANY LIMITED
(trading as LEEDS RHINOS RUGBY LEAGUE FOOTBALL CLUB)
St Michael's Lane
HUDDERSFIELD GIANTS LIMITED
The Galpharm Stadium
WAKEFIELD TRINITY RLFC LIMITED
Dated: .................................................................................. 2006
Witness to the above signatures: