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THE COMPANIES ACTS, 1862 to 1900.
COMPANY LIMITED BY GUARANTEE.
Articles of Association
THE NATIONAL SMALL-BORE RIFLE ASSOCIATION
(Adopted by Special Resolution—Passed on.......................... 1947.)
1. In these presents, unless there be something in the subject or
context inconsistent therewith :—
" The Association " means the above-named Association.
" Month " means .calendar month.
" In writing " or " written " include printing, lithography and
other modes of representing or reproducing words in a
" The Council " means the Council for the time being.
Words importing the singular include the plural number and
Words importing the masculine gender include the feminine
Words importing persons include corporations.
The word " Club " means a Club, League or County Associa-
tion, the name of which is entered for the time being
in the Register of^Affiliated Clubs, Leagues and_Associa-
~—————Hons kept at the heao'offlcTonhe Association.
"The Statutes" means the Companies Act, 1929 and any
amendment or re-enactment thereof and any other Act
of Parliament or statutory regulation tor the time being
in force and applicable to the Association.
2. Subject to the provisions of these Articles the Council may
from time to time determine who shall be admitted to Membership,
and on what terms and conditions they shall be admitted. Member-
ship shall be incapable of transfer or transmission. A Member
may at any time by notice in writing to the Association terminate
his Membership, and the Council may at any time by notice in
writing to a Member terminate his Membership. Membership shall
terminate with death or bankruptcy.
3. There shall be Three Classes of Members : Life Members,
Annual Members and Representative Members, as hereinafter
4. (a) A Life Member shall be a person who was a Life Member
at the date of the adoption of this Article, and any person whose
application to be admitted to that class of membership is accepted
after that date and who makes a lump sum payment to the Associa-
tion of five guineas or upwards. A Lite Member shall be entitled
(in addition to the privileges of members specified in Article 46)
to receive free of-charge during the continuance of his membership
a copy of the Association's journal " The Rifleman " it and when
(b) An Annual Member shall be a person whose application
to be admitted to that class of membership is accepted and who
shall pay to the Association a yearly subscription of 7s. 6d., which
shall entitle him (in addition to the privileges of members specified
in Article 46) to receive free of charge during the continuance of
his membership a, copy of the Association's journal, " The Rifleman,"
if and when issued.
5. (a) A Representative Member shall be the Secretary or some
other official of a Club. The Secretary or other official of any
such Club applying for membership as a Representative Member
may himself be a Life Member or an Annual Member, but his
application for and admission to representative membership shall
be as representative of such Club. The same Representative
Member shall not represent two or more Clubs. So long, but so
long only, as one of the officials of a Club is a Representative Member
of the Association as representing such Club, all the members of
such Club for the time being shall be entitled to the privileges of
members specified in Article 46 as though such members were them-
selves members of the Association. Provided that the members
of a Club shall not be disqualified from the said privileges on its
Representative Member ceasing by death or otherwise to be an
official thereof if another official thereof within four weeks thereafter
becomes its Representative Member in his place. A Representative
Member shall not be required to pay any annual or other subscription
to the Association, but shall ipso facto cease to be a member if the
Club, as representative of which he has been admitted to member-
ship, ceases for any reason to be a Club within the meaning of these
Articles. A Representative Member may at any time be removed
by the Club by which he was appointed and in such event the Club
shall have the right to appoint a new Representative Member in his
(b) A Club shall not be entitled to remain on the said
Register if the annual payment of the said Club to the Association
is unpaid four months after it has become due. The subscription
of every Club shall, be such annual sum as may be fixed by the
Council from time to time, and until otherwise so determined shall
be an annual subscription of 15 shillings payable not later than
the 31st March in each year or a compound subscription of 10
guineas. A Club which has paid a compound* subscription shall
not thereafter be required to pay any annual subscription.
6. (a) Every application for membership as a Life Member
or an Annual Member shall be made in the following form, or in
such other form as the Council may from time to time prescribe
or approve and shall be placed before the Council who shall have
power to accept or reject it without giving any reason.
To the National Small-bore Rifle Association.
of hereby apply to become
a member of the Association and if accepted request you to admit
me to membership, and authorise you to enter my name in the
Register of Members accordingly, subject to the Memorandum and
Articles of Association of the Association. I desire to become a
Life Member (or Annual Member as the case may be) and enclose
subscription of accordingly.
(b) Every application for membership as a Representative
Member shall be in the following form, or in such other form as
the Council may prescribe or approve, namely :—
To the National Small-bore Rifle Association.
of ___^yS ^J36?1'^*''11^
__ —^Qr;'irnot the Secretary, strike ouftKewora " Secretary^'andTslate
the other office held) of the Club (or League or Association, as the
case may be), being an institution whose name is entered on the
Register of Clubs kept by your Association, hereby apply to become
a Representative Member of your Association to represent such
institution on the List of Members of your Association, and I request
you to admit me to membership as a Representative Member
accordingly, and authorise you to place my name on your Register
of Members, subject to your Memorandum and Articles of Associa-
Dated . ; . (Signed)
7. A General Meeting of the Association shall be held in every
year, at such time (not being more than 15 months after the date
of the last preceding meeting) and place as may be determined by
8. The above-mentioned General Meetings shall be called
"Ordinary" Meetings, and all other Meetings of the Association
shall be called " Extraordinary " Meetings.
9. The Council may, whenever they think fit convene an
10. Save-as^rovided-in Section 114 6t-the Companies Act 1929
no General Meetings shall be held except those convened by the
Council, and save as aforesaid it shall be entirely within the dis-
cretion of the Council whether or not an Extraordinary General
Meeting shall at any time be held.
n. Subject to the provisions of Section 117 of the Companies
Act 1929 relating to Special Resolutions seven days' clear notice
specifying the place, day and hour of Meeting, and in case of special
business the general nature of such business, shall be given to the
Members by advertisement in one or more London daily newspapers.
PROCEEDINGS AT GENERAL MEETINGS.
12. The business of an Ordinary Meeting shall be to receive
and consider the income and expenditure account and balance-sheet,
and the reports of the Council and of the Auditors, to elect
Treasurer/s and Auditors, and to transact any other business which
under these presents is required to be transacted at an Ordinary
Meeting. All other business transacted at an Ordinary Meeting
and all business transacted at an Extraordinary Meeting shall be
deemed to be special.
13. No Resolution shall be proposed or passed at an Ordinary
General Meeting affecting any matter which has been referred by
the Council to. the Advisory Committee under Article 42 hereof,
unless the Council shall have previously decided that the said
Resolution should be proposed and have given notice of such their
decision when specifying the place, day and hour of the Meeting
14. No allocation of the funds of the Association contrary
to that proposed by the Council shall be made at any Meeting of
the Association, unless the same is carried by a majority of four-
fifths of the total votes of all Members of the Association.
15. Ten Members personally present shall be a quorum for a
General Meeting, and no business shall be transacted at any General
Meeting unless the requisite quorum be present at the beginning
of the business.
16. If within half-an-hour from the time appointed for the
Meeting a quorum is not present, the Meeting shall stand adjourned
to the same day in the next week at the same time and place, and
if at such adjourned Meeting a quorum is not present, any five
Members who are personally present shall be a quorum, and may
transact the business for which the Meeting was called
17. The President of the Association, or in his absence, the
Chairman of the.Council, or in his absence, one of the Vice-Chairmen
of the Council, shall be entitled to take the chair at every General
Meeting. If at any Meeting no such person be present within
fifteen minutes after the time appointed for holding such a Meeting
and willing to take the chair the Members personally present shall
choose another Member of the Council as Chairman ; and if no
Member of the Council be present, or if all the Members of the
Council present decline to take the chair, then the Meeting shall
choose one of the Members of the Association to be Chairman;
18. Every question submitted to a Meeting shall be decided
by a show of hands, unless before or on the declaration of the result
of the show of hands, a poll is demanded as hereinafter provided,
and in the case of an equality of votes, whether on a show of hands
or on a poll, the Chairman shall have a casting vote in addition
to the vote or votes to which he may be entitled as a Member.
19. At any General Meeting, unless a poll is demanded by at
least five members present and entitled to vote, a declaration by the
Chairman that a Resolution has been carried, or carried by a par-
ticular majority, or lost or not carried by a particular majority,
and an entry made to that effect in the book of proceedings of the
Association, shall be conclusive evidence of the fact, without proof
of the number or proportion of the votes recorded in favour of
.-., ..or^against such Resolution. ,Jt ja_^olUs_so_jfleinanded. it jshalLAe
taken immediately in such manner as the Chairman of the Meeting
directs, and the result of the poll shall be deemed to be the resolution
of the Meeting at which the poll was demanded. The demand of
a poll shall not prevent the continuance of the Meeting for the
transaction of any business other than the question upon which the
poll was demanded.
20. The Chairman of a General Meeting may with the consent
of the Meeting and shall it so directed by the Meeting adjourn the
same from time to time and .from place to place, but no business
shall be transacted at any adjourned Meeting other than the business
left unfinished at the Meeting from which the adjournment took
VOTES OF MEMBERS.
21. On a show of hands each Member shall have one vote
only and on a poll every Life, Annual and Representative Member
shall have one vote, and every member of the Council (other than
an ex-officio member) shall have ten votes in addition to his vote
(if any) as a Life, Annual or Representative Member.
22. All votes shall be given personally.
PRESIDENT AND VICE-PRESIDENTS.
23. The President of the Association in succession to the first
President, the late Field-Marshal Earl Roberts, shall be appointed
by the Council. A President may at any time by notice in writing
to the Association resign the office.
24. There may be such number of Vice-Presidents of the
Association (if any) as the Council shall from time to time appoint.
The Vice-presidents of the Association shall be elected annually by
the Council not later than the 14th May- in each year and shall
assume office at the beginning of the first meeting of the Council
after 31st May following and shall be entitled to continue in office
(subject to Article 25 hereof) until immediately before the first
meeting of the Council after 31st May in the next year and shall be
eligible tor re-election. A Vice-president may at any time by
notice in writing to the Association resign his office.
25. A President or Vice-President shall, ipso facto, vacate office
if requested by the Council to resign.
26. The President or Vice-presidents are to be taken to afford
to the Association their general countenance and support.
27. There shall be a Council which shall, as from the
31st May, 1947, consist of not more than 60 Representative
Members (representing County Associations) and not less than
10 nor more than 21 Administrative Members. Until the
beginning of the first meeting of the Council after 31st May, 1947,
the present Council shall continue in office.
28. (a) Every County Association the name of which
shall, on 1st January in any year, be entered in the Register
of Affiliated Clubs, Leagues and Associations, kept at the
Head Office of the Association, shall be entitled by notice in
writing to the Association, not later than 14th May in each
year, to nominate its Representative Member as a Represent-
ative Member of the Council. In the event of more than 60
such nominations being made in any year the Council shall
determine which 60 of the nominees shall serve as Represent.
ative Members for the ensuing year.
(b) Every Representative Member so nominated and
appointed as aforesaid shall assume office as a member of the
Council at the beginning of the first meeting of the Council
after the 31st May next following his nomination, and (subject
to Article 32 hereof) shall continue in office until the 31st May
in the next year, and shall be eligible for renomination,
provided always that no Representative Member shall be
eligible to serve as such for more than three years consecutively.
(c) In the event of any Representative Member ceasing
to be a Representative Member before the end of his current
year of office (otherwise than under Article 32 (f) hereof),
the County Association by which he shall have been nominated
may, by notice in writing to the Association, nominate a new
Representative Member to serve in his place for the remainder
of his current year of office.
29. (a) The Administrative Members of the Council,
as from the beginning of the first meeting of the Council after
31st May, 1947, shall be the following persons, who shall be
entitled (subject to Article 32 hereof) to continue in office
until the 31st May in the year set opposite to their names
respectively, when they shall be eligible for re-election :—
Name. Entitled to hold office until :
Captain F. R. Bacon. \
W. D. Findlay, Esq.
Lt.-Col. Sir Lionel Fletcher, C.B.E.
T. E. Milligan, Esq. , 1948
Captain J. L. Milne.
Superintendent M. Purbrick, M.B.E.
Major F. B. Smith, B.E.M.
Major W. J. Artis, M.C.
Col. G. R. Codrington, C.B., D.S.O.,
R. G. Elias, Esq.
Col. G. Gould, D.S.O. }. 1949
D. McGillivray, Esq.
P. V. Rogers, Esq.
A. V. Staniforth, Esq., M.I.Mech.E.,
G. F. Booth, Esq., M.B.E. \
T. J. Gibsoa^^sq.
Major R. W. Gleadow.
N. C. Headland, Esq. \ 1950
C. Mack, Esq.
P. G. Richardson, Esq.
Lt.-Col. T. Sutton, M.B.E., F.S.A.
(b) In and after 1951 one-third of the Administrative
Members or, if their number for the time being is not a
multiple of three, then the number nearest to but not exceeding
one-third, shall retire from office immediately before the
first meeting of the Council after the 31st May in each year
and shall be eligible for re-election.
(c) The Administrative Members to retire in any year
under Article 29 (b) hereof shall be those who have been
longest in office since their last election. As between two or
more Administrative Members who have been in office an
equal length of time the one of them to retire shall, in default
of agreement between them, be determined by lot.
(d) The Secretary shall convene a separate meeting of
the Administrative Members of the Council for the time
• -being to be held not later than the 14th May in each year for
the purpose of electing Administrative Members of the
Council for the next ensuing year, to fill the places of such
Administrative Members as shall then be shortly about to
retire by rotation under Article 29 (a) or 29 (b) hereof. The
Secretary shall, when required in writing so to do by any
two or more Administrative Members, convene a separate
meeting of the Administrative Members of the Council for
the time being, for the purpose of electing an Administrative
Member to fill any casual vacancy which may have occurred
among the Administrative Members. All the provisions of
these Articles relating to meetings of the Council shall,
mutatis mutandis, so far as appropriate apply to such separate
meetings of the Administrative Members as aforesaid, save
that the quorum of any such separate meeting shall be five
(e) Only such persons shall be eligible for election as
Administrative Members of the Council as are members of
the Association and have, in the opinion of the Administrative
Members for the time being or a majority of them, special
qualifications or experience enabling them to guide the Council
on financial and'other business matters, or hold administrative
posts in other organisations (whether affiliated to the Associa-
tion or not) connected with small-bore shooting.
(f) The Administrative Members of the Council for the
time being shall in each year, at their annual separate meeting
to be convened in accordance with paragraph (d) of this Article
elect such number of eligible persons as they shall think fit (not
exceeding the number of Administrative Members who shall
then be liable to retire immediately before the first Council
meeting following the next 31st May) to be Administrative
Members of the Council in the place of those retiring as afore-
said, and the persons so elected shall assume office as
members of the Council at the beginning of the first meeting
of the Council after the 31st May next following their election.
(g) Any casual vacancy among the Administrative
Members may be filled by the Administrative Members •
electing some eligible person, who shall thereupon become
an Administrative Member but shall be entitled to retain
office for so long only as the Administrative Member in whose
place he shall have been elected would have retained the
same, had no such casual vacancy occurred, unless the
. Administrative Member&^JEhfe-meeting, aj; which he-shall
have been elected shall have otherwise determined.
30. The Council, may in addition co-opt as ex-officio members
of the Council any representatives of other Rifle Associations
(whether affiliated to the Association or not) recommended for that
purpose by such Associations, but a person so co-opted shall not
be deemed to be a member of the Council within the meaning, of
31. The continuing Members of the Council may act notwith-
standing any vacancy in their body.
32. The office of Member of the Council shall ipso facto be
(a) If he hold any office under the Association to which any
remuneration, is attached.
(b) If he be found lunatic or becomes of unsound mind.
(^c) If he absent himself from the Meetings of the Council
during a period of nine calendar months without-special
leave of absence from the Council.
(d) If by notice in writing to the Association he resigns his office.
(e) If, being a Representative Member, he be called upon to
resign by notice in writing signed by a majority of the
members of the Council or. being an Administrative member
he be called upon to resign by notice in writing signed
by a majority of the Administrative members tor the time
(t) It, being a Representative member, the County Association
by which he shall have been nominated shall cease to be
affiliated to the Association.
(g) It he ceases for any cause to be a member of the Association.
PROCEEDINGS OF THE COUNCIL.
33. The Council may meet together for the despatch of business,
adjourn and otherwise regulate their meetings as they think fit,
and may determine the quorum necessary for the transaction of
business and the manner in which notice of Meetings shall be given.
Until otherwise determined ten Members of the Council shall form
a quorum. Upon the request of the Chairman of the Council or
of any ten members of the Council the Secretary shall convene
a Meeting of the Council at not less than fourteen days clear notice.
34. Questions arising at any Meeting shall be decided by a
majority of votes, and in case of an equality of votes the Chairman
shall have a second or casting vote. Ex-officio members shall not
be entitled to vote.
35. The Council may elect a Chairman and not more than
three Vice-Chairmen of the Council and determine the periods tor
which they are respectively to hold office. Unless otherwise deter-
mined, the Chairman and Vice-chairmen of the Council shall be
elected at the first meeting of the Council after 31st May in each
year and shall hold office until immediately before the first meeting
of the Council after 31st May in the next year.
3°- The President of the Association, or in his absence, the
Chairman of the Council or in his absence, one of the Vice-Chairmen
shall preside at the Meetings of the Council. If at any Meeting
there shall be no such person present at the time appointed for
the holding of the same, the Members of the Council present shall
choose someone of their number to be Chairman of such Meeting.
37. A Meeting of the Council for the time being at which a
quorum is present shall be .competent to exercise all or any of the
authorities, powers and discretions by or under regulations of the
Association for the time being vested in or exercisable by the
38. The Council may delegate any of their powers .to an
Executive Committee and to other Committees, consisting of such
Member or Members of their body as they may think fit. Any
Committee so formed shall in the exercise of the power so delegated
conform to any regulations that may from time to time be imposed
on it by the Council.
39. The Meetings and proceedings of any such Committee,
consisting of two or more Members, shall be governed by the
provisions herein contained for regulating the Meetings and pro-
ceedings of the Council so far as the same are applicable thereto,
and are not superseded by any regulations made by the Council
under the last preceding Clause, save that the quorum of any such
Committee shall, subject to any such regulations as last aforesaid,
be three members of the Committee, or all the members of the Com-
mittee, if their numbers be less than three.
40. All acts done at any Meeting of the Council, or of a
Committee of Council, or Administrative members of the Council
or^by any person acting as a MemDer of^the Council, shall, not-
withstanding that it shall afterwards be discovered that there was
some defect in the appointment of such Member of the Council
or persons acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such person had been duly
appointed and was qualified to be a Member of the Council.
41. A Resolution in writing, approved without qualification
and signed by not less than 75% of the Members of the Council shall
be as valid and effectual as if it had been passed at a Meeting of
the Council duly called and constituted.
42. The Council may from time to time and as often as they
shall think fit refer to a Committee (herein called the Advisory
Committee) not necessarily consisting of Members of the Association,
the consideration of all or any matters of a technical kind concerning
rifles, ammunition and rifle shooting, rifle ranges, the location of
rifle ranges, range-finding and kindred matters and instruction
in any of the matters aforesaid for the purpose of obtaining reports
and advice from the Advisory Committee as to. the best course
the Council should pursue in relation thereto in order to promote
the interests of the Association. The Council may from time to
time and as often as it thinks fit refer back to the Advisory Com-
mittee any reports or advice it has received from the said Committee,
or it may, whether it adopts such report, and advice or not, refer
the same or any other matter further to the said Committee for further
advice and report thereon. The Council shall not be bound in
any case to adopt the advice or report of the said Committee.
The Advisory Committee shall be constituted and shall act in accor-
dance with such Regulations as may from time to time be made
by the Council.
POWERS OF THE COUNCIL.
43. The management of the business of the Association shall
be vested in the Council, and the Council, in addition to the powers
and authorities by these presents expressly conferred upon them,
may exercise all such powers and do all such acts and things as
may be exercised or done by the Association and are not hereby
or by statute directed or required to be exercised or done by the
Association in General Meeting, but subject, nevertheless, to the
provisions of the Statutes and of these presents, and to any regulations
from time to time made by the Association in General Meeting ;
provided that no such regulation shall invalidate any prior act of
the Council which would have been valid if such regulation had
not been made.
44. The seal of the Association shall not be affixed to any
instrument, except by the authority of a resolution of the Council
and in the presence of at least two Administrative Members of the
Council, and the Secretary, all of whom shall sign such instrument.
45. The Company may exercise the powers conferred by
Section 32 of the Companies Act, 1929, with regard to having an
official seal for use abroad, and such powers shall be vested
in the Council.
PRIVILEGES OF MEMBERS.
46. The Members shall be entitled to the distribution of rifles
and' accessories to rifles and rifle ranges and to ammunition so far
as the Council are able to supply them, on the payment of such
sums as the Council may from time to time determine. Rifles,
accessories or ammunition may be supplied to affiliated Clubs for
distribution amongst their Members.
47. The Council shall cause true accounts to be kept of the
sums of money received and expended by the Association, and
the matters in respect of which such receipt and expenditure takes
place of all sales and purchases of goods by the Association, and
of the assets, credits and liabilities of the Association. The books
of account shall be kept at the Registered Office of the Association,
or at such other place or places as the Council thinks fit. .
48. Subject to any reasonable regulations or restrictions as
to the time and manner of inspecting the same which may from
time to time be imposed by the Association in General Meeting the
accounts and^books of the Association shall be open to the inspection
of the Members at all reasonable times during business hours.
49. The Council shall from time to time in accordance with
Section 123 of the Companies Act 1929 cause to be prepared and
to be laid before the Association in General Meeting such income
and expenditure accounts, balance sheets, and reports as are referred
to in that Section.
50. A copy of every balance sheet (including every document
required by law to be annexed thereto) which is to be laid before the
Association in General Meeting together with a copy of the Auditor's
report shall not less than seven days before the date of the Meeting
be sent to all the members of the Association.
51. Once at least in every year the accounts of the Association
shall be examined and the correctness of the income and expenditure
account and balance-sheet ascertained by one or more properly
qualified Auditor or Auditors and the provisions contained in the
Statutes as to audit and auditors shall apply and be observed, the
Members of the Council temg^ treateff as the directors therein
52. A notice may be served by the Association upon any
Member, either personally or by sending it through the post in a
prepaid letter, envelope or wrapper, addressed to the Member at
his last known place of address.
53. As regards any members who have no registered place
of address, a notice posted up at the Office shall be deemed to be
well served on them at the expiration of 24 hours after it is so
54. Any notice required to be given by the Association to
the Members or any of them, may also be served and shall be
sufficiently given if given by advertisement. Any notice required
to be, or which may be given by advertisement, shall be advertised
once in a London daily newspaper.
55. Any notice sent by post shall be deemed to have been
served on the day following that on which the letter, envelope
or wrapper containing the same is posted, and in proving such
service it shall be sufficient to prove that the letter, envelope or
wrapper containing the notice was properly addressed and stamped
and put into the Post Office. Any notice given by advertisement
shall be deemed to have been served at the expiration of 24 hours
after the advertisement appears in the newspaper. - ~
56. Where a given number of days' notice or notice extending
over any other period is required to be given, the okay of service
shall, unless it is otherwise provided, be counted in such number
of days or other period.
57. The signature to any notice to be given by the Association
may be written or printed.
58. Subject to the provisions of Section 152 of the Companies
Act, 1929, no Member of the Council or other officer of the Association
shall be liable for the acts, receipts, neglects or defaults of any
other Member of the Council or Officer, or for joining in any receipt
or other act of conformity, or for any loss or expense happening
to the Association through the insufficiency or deficiency of title
to any property acquired by order of the Council, for or on behalf
of the Association, or for the insufficiency or deficiency of any
security in or upon which any of the moneys of the Association
shall be invested, or for any loss or damage arising from the bank-
ruptcy, insolvency or tortious act of any person with whom any
"" moneys, securities or effects shall be deposited, or for any loss
or damage occasioned by any error of judgment or oversight on
his part, or for any other loss, damage or misfortune whatever,
which shall happen in the execution of the duties of his office or in
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