Company Number 0110819
A Private Company Limited by Shares
Articles of Association of The Plymouth Argyle Football Company Limited (Adopted by Special Resolution on [ ] 2010)
Contents
1. Interpretation
1.1 Definitions
1.2 Applicability of Model Articles
2. Company's Objects
3. General
4. Share Certificates
5. Decision-Making by Directors
5.1 Calling a Board Meeting
5.2 Quorum for Board Meetings
5.3 Participation in Board Meetings
5.4 Collective Decisions
5.5 Unanimous decisions
6. Appointment and Removal of Directors
6.1 Number of Directors
6.2 Qualification of Directors
6.3 Transactions or other arrangements with the Company
6.4 Director's Conflicts of Interest
6.5 Termination of Director's Appointment
6.6 Rotation of Directors
6.7 Alternate directors
7. Annual General Meeting
8. Shares
8.1 General provisions relating to Shares
8.2 Preference Shares
8.3 Pre-emption rights
8.4 Dividends
8.5 Notices
8.6 Winding Up
9. Transfer of Shares
9.1 General
9.2 Compulsory Sale or Transfer or Shares
10. Class Meetings
11. Communications
11.1 Documents sent by the Company
11.2 Documents communicated by website
11.3 Right to hard copies
11.4 Documents sent to the Company
11.5 Signature of notice
12. Alterations
Company No. 0110819
A Private Company Limited by Shares
Articles of Association of The Plymouth Argyle Football Company Limited (Adopted by Special Resolution on [ ] 2010)
1. Interpretation
1.1 Definitions
(a) In these Articles the following expressions have the following meanings unless the context otherwise requires:
"Act" means the Companies Act 2006, as may be amended, extended, consolidated or re-enacted by or under any other enactment from time to time;
"Board" means the board of directors of the Company for the time being (and references to decisions of, or approvals by, the Board shall be to a decision of the directors made in accordance with Model Articles 7 and 8 (as varied or supplemented by these Articles), and references in the Model Articles to "the directors" shall be deemed to be references to the Board);
"Board Meeting" means a duly convened meeting of the Board;
"CREST" means the relevant system operated by Euroclear UK & Ireland Limited in terms of the Regulations, which enables title to shares or other securities to be evidenced and transferred without a written instrument;
"Model Articles" means the model articles for private companies limited by shares as set out at Schedule 1 to The Companies (Model Articles) Regulations 2008 (SI 2008/3229), and reference to a numbered Model Article shall be to the relevant article of the Model Articles;
"Ordinary Shares" means ordinary shares of £0.25 each in the capital of the Company;
"Preference Shares" means preference shares of £0.25 each in the capital of the Company;
"the Regulations" means the Uncertificated Securities Regulations 2001 and includes (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rules made under those regulations or under any such enactment or subordinate legislation for the time being in force;
"Shares" means shares of any class in the capital of the Company from time to time;
"these Articles" means the articles of association of the Company for the time being in force.
(b) In these Articles, unless the contrary intention appears, words importing the singular number include the plural number and vice versa, words importing one gender include the other genders and words importing persons include corporations.
(c) The expressions "subsidiary", "wholly owned subsidiary", and "holding company" shall have the respective meanings given in Section 1159 of the Act, and a person's subsidiaries or holding companies shall mean those persons which fulfil the relevant definitions from time to time.
1.2 Applicability of Model Articles
(a) The Model Articles shall apply to the Company subject to the modifications and additions made by these Articles.
(b) Model Articles 9(4), 10, 11(2), and 26(5) shall not apply to the Company.
(c) Save as otherwise specifically provided in these Articles, words and expressions which have particular meanings in the Model Articles shall have the same meanings in these Articles.
2. Company's Objects
The Company's objects shall be unrestricted.
3. General
The members and directors of the Company shall so exercise their rights powers and duties and shall where appropriate use their best endeavours to ensure that others conduct themselves so that the business and affairs of the Company are carried out in accordance with the rules of regulations of The Football Association Limited for the time being in force.
4. Share Certificates
(a) Nothing in these Articles shall preclude any share or other security of the Company from being issued, held, registered, converted, transferred or otherwise dealt with in uncertificated form in accordance with the Regulations and any rules or requirements laid down from time to time by CREST or any other relevant system operated pursuant to the Regulations.
(b) In relation to any share or other security which is in uncertificated form, these Articles shall have effect subject to the provisions of the Regulations and (so far as consistent with them) to the following provisions:
(i) the Company shall not be obliged to issue a certificate evidencing title to shares and all references to a certificate in respect of any shares or securities held in uncertificated form in these Articles shall be deemed inapplicable to such shares or securities which are in uncertificated form and furthermore shall be interpreted as a reference to such form of evidence of title to uncertificated shares or securities as the Regulations prescribe or permit;
(ii) the registration of title to and transfer of any shares or securities in uncertificated form shall be effected in accordance with the Regulations and there shall be no requirement for a written instrument of transfer;
(iii) a properly authenticated dematerialised instruction given in accordance with the Regulations shall be given effect in accordance with the Regulations;
(iv) any communication required or permitted by these Articles to be given by a person to the Company may be given in accordance with and in any manner (whether or not in writing) prescribed or permitted by the Regulations;
(v) if a situation arises where any provisions of these Articles are inconsistent in any respect with the terms of the Regulations in relation to shares or securities of the Company which are in uncertificated form then:
(A) the Regulations will be given effect thereto in accordance with their terms; and
(B) the directors shall have power to implement any procedures as they may think fit and as may accord with the Regulations for the recording and transferring of title to shares and securities in uncertificated form and for the regulation of those proceedings and the persons responsible for or involved in their operation.
(c) The directors shall have the specific powers to elect, without further consultation with the holders of any shares or securities of the Company (except where such shares or securities are constituted by virtue of some other deed, document or other source), that any single or all classes of shares and securities of the Company become capable of being traded in uncertificated form in accordance with the Regulations on CREST or any other Operator (as defined in the Regulations) of a relevant system.
5. Decision-Making by Directors
5.1 Calling a Board Meeting
(a) Entitlement to notice of a Board Meeting may be waived by a director at any time, whether before or after the meeting, and Model Article 9(4) shall not apply.
(b) For the purposes of Model Article 48(3), notice of a Board Meeting (or any adjournment thereof) given to a director by electronic means shall, if properly addressed, be deemed to have been received by the recipient one hour after it was sent.
5.2 Quorum for Board Meetings
(a) Subject to Article 5.2(b), the quorum for the transaction of business at a meeting of directors is any two eligible directors or such other higher number as may be fixed from time to time by a decision of the Board.
(b) For the purposes of any meeting (or part of a meeting) held pursuant to Article 6.4 to authorise a director's conflict, if there is only one eligible director in office other than the conflicted director(s), the quorum for such meeting (or part of a meeting) shall be one eligible director.
(c) If the total number of directors in office for the time being is less than the quorum required, the directors must not take any decision other than a decision:
(i) to appoint further directors; or
(ii) to call a general meeting so as to enable the shareholders to appoint further directors.
5.3 Participation in Board Meetings
Any director who is not able to be present in person may participate in a Board Meeting by means of a conference telephone, video conferencing facility or similar communications equipment which allows all persons participating in the meeting to hear each other. A person so participating shall be deemed to be present in person at such meeting and shall be entitled to vote and be counted in the quorum. Such a Board Meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group, where the chairman of the Board Meeting is located. Model Article 10 shall not apply.
5.4 Collective Decisions
(a) Article 7 of the Model Articles shall be amended by:
(i) the insertion of the words "for the time being" at the end of article 7(2)(a); and
(ii) the insertion in article 7(2) of the words "(for so long as he remains the sole director)" after the words "and the director may".
5.5 Unanimous decisions
(a) For a unanimous decision of the directors to be taken in accordance with Model Article 8, the eligible directors must indicate to the others that they share a common view by means whereby each such indication is capable of being readily reproduced in hard copy form. Model Article 8 shall be varied accordingly.
(b) For the purposes of Model Article 8(3), a director whose vote on a resolution is not to be counted in respect of the relevant matter shall not constitute an eligible director.
6. Appointment and Removal of Directors
6.1 Number of Directors
Unless otherwise determined by ordinary resolution, the number of directors (other than alternate directors) shall not be less than three and shall not be more than nine.
6.2 Qualification of Directors
(a) The qualification of every director shall be the holding of Shares in the Company with a nominal value of not less than five pounds ("Share Qualification").
(b) A director may act before acquiring his Share Qualification, but he must acquire his Share Qualification within two calendar months of being appointed to the Board.
6.3 Transactions or other arrangements with the Company
Subject to sections 177(5) and 177(6) and sections 182(5) and 182(6) of the Act and provided he has declared the nature and extent of his interest in accordance with the requirements of the Act, a director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the Company:
(a) may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested;
(b) shall be an eligible director for the purposes of any proposed decision of the Board (or committee of directors) in respect of such contract or proposed contract in which he is interested;
(c) shall be entitled to vote at a Board Meeting (or of a committee of the directors) or participate in any unanimous decision, in respect of such contract or proposed contract in which he is interested;
(d) may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a director;
(e) may be a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is otherwise (directly or indirectly) interested; and
(f) shall not, save as he may otherwise agree, be accountable to the Company for any benefit which he (or a person connected with him (as defined in section 252 of the Act)) derives from any such contract, transaction or arrangement or from any such office or employment or from any interest in any such body corporate and no such contract, transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Act.
6.4 Director's Conflicts of Interest
(a) The directors may, in accordance with the requirements set out in this Article, authorise any matter or situation proposed to them by any director which would, if not authorised, involve a director (an "Interested Director") breaching his duty under section 175 of the Act to avoid conflicts of interest ("Conflict").
(b) Any authorisation under this Article 6.4 will be effective only if:
(i) to the extent permitted by the Act, the matter in question shall have been proposed by any director for consideration in the same way that any other matter may be proposed to the directors under the provisions of these Articles or in such other manner as the directors may determine;
(ii) any requirement as to the quorum for consideration of the relevant matter is met without counting the Interested Director; and
(iii) the matter was agreed to without the Interested Director voting or would have been agreed to if the Interested Director's vote had not been counted.
(c) Any authorisation of a Conflict under this Article 6.4 may (whether at the time of giving the authorisation or subsequently):
(i) extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter or situation so authorised;
(ii) provide that the Interested Director be excluded from the receipt of documents and information and the participation in discussions (whether at meetings of the directors or otherwise) related to the Conflict;
(iii) provide that the Interested Director shall or shall not be an eligible director in respect of any future decision of the directors in relation to any resolution related to the Conflict;
(iv) impose upon the Interested Director such other terms for the purposes of dealing with the Conflict as the directors think fit;
(v) provide that, where the Interested Director obtains, or has obtained (through his involvement in the Conflict and otherwise than through his position as a director of the Company) information that is confidential to a third party, he will not be obliged to disclose that information to the Company, or to use it in relation to the Company's affairs where to do so would amount to a breach of that confidence; and
(vi) permit the Interested Director to absent himself from the discussion of matters relating to the Conflict at any meeting of the directors and be excused from reviewing papers prepared by, or for, the directors to the extent they relate to such matters.
(d) Where the directors authorise a Conflict, the Interested Director will be obliged to conduct himself in accordance with any terms and conditions imposed by the directors in relation to the Conflict.
(e) The directors may revoke or vary such authorisation at any time, but this will not affect anything done by the Interested Director, prior to such revocation or variation, in accordance with the terms of such authorisation.
(f) A director is not required, by reason of being a director (or because of the fiduciary relationship established by reason of being a director), to account to the Company for any remuneration, profit or other benefit which he derives from or in connection with a relationship involving a Conflict which has been authorised by the directors or by the Company in general meeting (subject in each case to any terms, limits or conditions attaching to that authorisation) and no contract shall be liable to be avoided on such grounds.
6.5 Termination of Director's Appointment
(a) In addition to the matters referred to in Model Article 18, the office of a director shall be vacated if:
(i) he is convicted of a criminal offence (other than a minor motoring offence) and the Board resolves that he should cease to be a director;
(ii) he ceases to hold the necessary Share Qualification or does not obtain the same within two calendar months from the date of his or her appointment;
(iii) he absents himself from Board Meetings for a period of six calendar months without special leave of absence from the other directors;
(iv) he is subject to a decision of The Football Association Limited that he is suspended from holding office or from taking part in any football activity relating to the administration or management of a football club.
(b) Any act done in good faith by a director whose office is vacated under this Article 6.5 shall be valid unless, prior to the doing of such act, written notice shall have been served upon the Company or an entry shall have been made in the directors' minute book stating that such director has ceased to be a director of the Company.
6.6 Rotation of Directors
(a) At the Annual General Meeting ("AGM") in every year, one-third of the directors for the time being, or if their number is not three or a multiple of three, then the number nearest one-third shall retire from office.
(b) No person other than a director retiring at an AGM shall, unless recommended by the Board, be eligible for re-election to the Board at any subsequent General Meeting unless not less than fourteen days before the date appointed for the meeting there shall have been left at the registered office of the Company notice in writing signed by any member duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election, and also notice in writing signed by that person of his willingness to be elected.
6.7 Alternate directors
(a) Each director shall have the power to nominate any other director to act as an alternate director at Board Meetings in his place during his absence. Each director shall be further entitled, at his discretion, to revoke such nomination at any time. However, an alternate director shall not be entitled to appoint an alternate director for himself in such capacity.
(b) Any appointment or removal of an alternate director must (unless the Board decides to waive any of the following requirements, in whole or in part):
(i) be made by notice in writing and shall either be signed by the appointor or (if sent in electronic form) duly authenticated by the appointor in accordance with Section 1146(3) of the Act; and
(ii) in the case of an appointment, be accompanied by such evidence as the Board may require that the alternate director has agreed to act and by such further details as the Company requires to comply with its statutory obligations in respect of that appointee.
(c) Appointment of an alternate director shall take effect upon the documentation required in paragraph (b) above being delivered to the Company in accordance with these Articles or delivered to a Board Meeting (or at such later time as may be specified in the notice of appointment).
(d) In addition to removal by notice in accordance with paragraph (b) above, an alternate director shall cease to be an alternate director:
(i) immediately and automatically if his appointor ceases for any reason to be a director; or
(ii) if he resigns from being an alternate director by notice in writing to the Company.
(e) An alternate director shall be entitled to receive notice of all Board Meetings and to perform at such meetings all the functions of his appointor. An alternate director shall have one vote for each director he represents, in addition to his own vote if he is a director, but he shall not be counted more than once in the quorum. The alternate director's signature or agreement to any document comprising a unanimous decision of the directors shall be as effective as the signature or agreement of his appointor, provided that such document is not signed or agreed to by his appointor (but if such document is signed or agreed to by the appointor, it need not also be signed or agreed to by the alternate director in that capacity).
(f) An alternate director:
(i) shall be an authorised person for the purposes of Model Article 49(4); and
(ii) shall be entitled to be paid expenses in accordance with Model Article 20, and shall constitute a "relevant director" for the purposes of Model Articles 52 and 53,
but otherwise an alternate director shall not have power to act as a director nor shall he be deemed to be a director for the purposes of these Articles.
(g) An alternate director shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of his appointor.
7. Annual General Meeting
(a) The Company shall hold in each calendar year a general meeting as its annual general meeting in addition to any other general meetings in that year, and shall specify the meeting as such in any notices calling it.
(b) Not more than 15 months shall elapse between the date of one annual general meeting of the Company and that of the next.
8. Shares
8.1 General provisions relating to Shares
(a) The Shares shall be under the control of the Board, who may allot and dispose of or grant options over the same to such persons, on such terms, and in such manner as they think fit.
(b) No Share shall be sub-divided.
(c) The Company shall not make any bonus issue nor pay any capital dividend without the written consent of the Council of the Football Association.
(d) Preference Shares may be issued with a Cumulative Preferential Dividend not exceeding seven and a half per cent per annum for a period not exceeding three years (that is to say the past three consecutive years) but the Company may not issue more Preference Shares than its subscribed Ordinary Shares.
(e) The Company shall have a first and paramount lien on every share for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share, and the Company shall also have a first and paramount lien on all shares standing registered in the name of a single person for all moneys presently payable by him or his estate to the Company; but the directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company's lien, if any, on a share shall extend to all dividends payable thereon. This provision shall apply to:
(i) Shares that are not fully paid; and
(ii) Shares that are registered in the name of any person indebted or under liability to the Company, whether he shall be the sole registered holder thereof or shall be one of two or more joint holders.
8.2 Preference Shares
(a) The Preference Shares shall confer on the holders thereof the right to receive a preferential dividend at the rate of five and a half per cent per annum on the capital for the time being paid up thereon as regards each financial year out of the profits of the Company resolved to be distributed in respect of that year without any right in case of deficiency to resort to subsequent profits but shall not confer on the holders thereof the right to any further participation in the profits of the Company; the right in the event of the Company being wound up, to have the surplus assets of the Company applied in the first place in repayment to them of the amount paid up on the Preference Shares held by them respectively but shall not confer on the holders thereof the right to any further participation in such surplus assets.
(b) The Preference Shares shall confer no right to receive notice of or to be present or to vote either an person or by proxy at any general meeting of the Company.
(c) Any of the Preference Shares may, at the option of the Company, be redeemed at par upon seven days previous notice in writing.
(d) The Preference Shares shall confer on the holders thereof the right at the option of the holders to have all or any of the shares redeemed at par upon the holders of the particular shares to be redeemed giving the Company not less than seven days previous notice in writing.
8.3 Pre-emption rights
(a) In accordance with Section 567(1) of the Act, Sections 561 and 562 of the Act shall not apply to an allotment of equity securities (as defined in Section 560(1) of the Act) made by the Company.
8.4 Dividends
(a) A larger dividend shall not be declared than the maximum dividend allowed from time to time by The Football Association, and may be cumulative for a period not exceeding three years (that is to say the past three consecutive years).
(b) Until otherwise determined by The Football Association, the maximum dividend payable in respect of any year shall be seven and a half per cent per annum, but if the dividend is paid free of income tax, such maximum dividend shall be five per cent per annum.
(c) All dividends unclaimed for six years after having been duly declared may be forfeited by the directors for the benefit of the Company.
(d) Model Articles 30 - 35 shall be modified in accordance with the provisions set out in these Articles.
8.5 Notices
(a) A member who has no registered address in the United Kingdom, and has not supplied to the Company an address within the United Kingdom for the giving of notices to him, shall be deemed to have received any notice which shall have been displayed in the Company's registered office and shall have remained there for the space of twenty-four hours, and such notice shall be deemed to have been received by such member at the expiration of twenty-four hours from the time when it shall have been first so displayed.
(b) Where a notice is sent by the Company to a member by electronic means and the Company is able to show that such notice was properly addressed, the notice shall be deemed to have been received by the recipient one hour after it was sent. Section 1147(3) of the 2006 Act shall be varied accordingly.
8.6 Winding Up
(a) Subject to the rights of Shares (if any) issued with special rights as to repayment of capital, on the winding up of the Company the surplus assets shall be applied, first, in repaying to the members the amount paid on their Shares respectively, and if such assets shall be insufficient to repay the said amount in full, they shall be applied rateably, so that the loss shall fall upon the members in proportion to the amount called upon their Shares respectively, and no member shall be entitled to have any call made upon other members for the purpose of adjusting his rights; but where any call has been made and has been paid by some of the members such call shall be enforced against the remaining members for the purpose of adjusting the rights of the members between themselves.
(b) If the surplus assets shall be more than sufficient to pay to the members the whole amount paid up on their Shares, the balance shall be given by the members of the Company, at or before the time of dissolution as they shall direct, to The Football Association Benevolent Fund, or to some other football club or institute in the County of Devon having objects similar to those contained in the Memorandum of Association of the Football Association, or to any local charity, or charitable or benevolent institution situate within the said County of Devon.
(c) In default of any such decision or apportionment by the members of the Company, the same to be decided upon and apportioned by a judge of the High Court of Justice having jurisdiction in such winding up or dissolution and as he shall determine
(d) Alternatively such balance may be disposed of in such manner as the members of the Company may, with the consent of The Football Association Limited, if then existing, shall determine.
9. Transfer of Shares
9.1 General
(a) The Board may refuse to register a transfer of shares to any person of whom they not approve, and may also decline to register any transfer of shares on which the Company has a lien. Article 26(5) shall not apply to the Company.
(b) Any direction, whether by way of renunciation, nomination or otherwise, by a member entitled to an allotment of shares, to the effect that such shares or any of them be allotted or issued to some person other than himself shall for the purposes of these Articles be deemed to constitute a disposition of that member's interests in the shares comprised in such direction.
9.2 Compulsory Sale or Transfer or Shares
(a) If any notice sent by the Company to a member (which expression in this Article shall include any person entitled to a share in consequence of death or bankruptcy of a member) in a prepaid envelope addressed to such member at his registered place of address is returned to the Company by Her Majesty's Postmaster-General undelivered, the Company may on the expiration of two calendar months, and within four calendar months, send to such member by registered letter post at such registered place of address a notice requiring such member forthwith to notify the Company of the place of address to which notices are to be sent in future, and if such member shall for the space of two calendar months fail to comply with the last mentioned notice the Company shall have power to sell the shares of such member (at the fair value thereof as certified by the Auditor of the Company) to such person as may be nominated by the Directors, and the Company may receive the purchase money on behalf of the said member, and may authorise some person to execute a transfer of the shares in favour of the purchaser, who shall thereupon be registered as the holder of the shares. The receipt of the Company for the purchase money shall be a good discharge to the purchaser and after his name has been entered in the Register of Members in purported exercise of the aforesaid power; the validity of the proceedings shall not be questioned by any person.
(b) Upon the sale of any share pursuant to Article 9.2(a) above, the purchase money received by the Company shall be held by it upon trust for the person entitled thereto, and until claimed may be invested or otherwise made use of for the benefit of the Company, and any money remaining unclaimed for a period of six years after having been received by the Company may be forfeited for the benefit of the Company, but the Company may, if it shall think fit, at any time annul the forfeiture of such money or part thereof.
10. Class Meetings
All of the provisions of these Articles relating to general meetings of the Company and to proceedings thereat shall, so far as applicable, apply to any separate general meeting of the holders of any class of shares except that the quorum shall be at least two members present in person or by proxy together holding at least one third in nominal value of the issued shares of the class in question, and at an adjourned meeting one member present in person or by proxy holding any number of shares of the class in question.
11. Communications
11.1 Documents sent by the Company
(a) Subject to any requirement of the Act and provided that the Company has complied with all applicable legal requirements, the Company may send any documents or notices to its members in electronic form and such documents or notices will be validly sent provided that:
(i) the member has agreed (generally or specifically) (or in the case of a company is deemed to have agreed by a provision in the Act) that documents or notices can be sent in electronic form;
(ii) the documents are documents to which the agreement applies; and
(iii) copies of the documents are sent in electronic form to the address notified by the member to the Company for that purpose.
11.2 Documents communicated by website
(a) Subject to any requirement of the Act and provided that the Company has complied with all applicable legal requirements, the Company may send documents or notices to its members by means of a website and any such documents or notices will be validly sent provided that:
(i) the member has expressly agreed (generally or specifically) that documents or notices may be sent by means of a website to him or he has been asked (individually) to agree that documents and notices can be sent by means of a website and the Company has received no response to that request within 28 days from the date on which the request was sent; and
(ii) the documents are documents to which the agreement or request for agreement applies; and
(iii) the member is notified of the presence of the documents on the website, the address of the website, the place on the website where the documents may be accessed and how they may be accessed.
(b) Documents must be available on the website for a period of not less than 28 days from the date of notification unless the Act make provision for any other time period.
(c) If the documents are published on the website for a part only of the period of time referred to in Article 11.2(b), they will be treated as being published throughout the period if the failure to publish throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the Company to prevent or avoid.
11.3 Right to hard copies
(a) Where the Company sends documents to members otherwise than in hard copy form, any member can require the Company to send him a hard copy version and the Company must do so free of charge and within 21 days of the date of the member's request.
11.4 Documents sent to the Company
(a) Where the Act permit documents to be sent to the Company, only such documents as are specified by the Company may be sent to the Company in electronic form to the address specified by the Company for that purpose.
(b) If the document in electronic form is sent by hand or by post, it must be sent to the Company's office.
(c) A document sent to the Company in electronic form is sufficiently authenticated if the identity of the sender is confirmed in the way the Company has specified.
11.5 Signature of notice
(a) The signature to any notice to be given by the Company may be written or printed.
12. Alterations
No proposed alteration to the provisions set out herein shall be effective unless the proposed alteration has been approved in writing by the Football Association Limited 14 days or more before the day on which the alteration is proposed to take place.
