Company is Limited by Guarantee and not having share capital.

CONSTITUTION
(Articles of Association)
of
The Devizes to Westminster Organisation Ltd.

1. Preliminary

1.1. Subject as hereinafter provided the regulations contained in or made applicable by Table C in SI 1985 No 805 under S8 of the Companies Act 1985 shall apply to the DW Organisation.
1.2. "The DW Organisation" shall mean the Devizes to Westminster Organisation Ltd.

2. Members

2.1. The number of members within which the DW Organisation proposes to be registered is 1000 but the DW Organisation may from time to time register an increase in members.
2.1.1. Any person may be invited to become a Member of the DW Organisation and any person may apply in writing to become a member.
2.1.2. The DW Organisation may fix from time to time an entry fee and/or subscription and payment of such fee or subscription shall be a condition of membership.
2.1.3. The subscription shall be waived for honorary members.
2.1.4. All entrants in a canoe event run by the DW Organisation shall have their subscription waived for a period until the following race.
2.1.5. Members may attend any General Meeting, Central Management or Team meeting and may vote in accordance with Article 9.1. For Central Management and Team meetings members should contact the appropriate Team Leader.
2.1.6. Payment of the subscription or entry fee shall be deemed satisfaction of the contribution to be paid on winding up for the period for which the subscription covers.
2.2. A resignation from a DW Organisation Post or Race Official Post shall NOT be treated as a resignation from the DW Organisation.
2.3. Termination of Membership .
2.3.1. Non-payment of any subscription within 3 months of the due date shall terminate membership.
2.3.2. Any person may be removed from membership at any time by a resolution passed by two thirds of the members present and entitled to vote at an Annual General Meeting of an Extraordinary General Meeting called for the purpose and having given the member an opportunity to state his/her case at the meeting.
2.3.3. Any person who has been removed from membership shall NOT be eligible for membership unless invited by a General Meeting.

3. Honorary Members

3.1. The following honorary memberships may be offered by any General Meeting called for that purpose.

4. Directors

4.1. The number of Directors shall not exceed three who shall retire annually.
4.2. No person shall be elected to the post of Director unless that person is a member aged 18 years or over.
4.3. The Directors shall exercise the statutory functions of the DW Organisation. Directors shall be elected at the Annual General Meeting or at an Extraordinary General Meeting called for the purpose if a vacancy occurs.
4.4. Any member may nominate a person to be a Director in writing and such nominations shall, if received after 1st May but on or before 30th June, be valid for the Annual General Meeting next occurring. Casual vacancies shall be filled by giving members 14 days notice to make nominations and 21 days notice of the Extraordinary General meeting at which the election is to be held.

5. Company Secretary

5.1. The Company Secretary shall be elected in the same manner as a Director.
5.2. The Company Secretary shall be entitled to attend Directors meetings and to speak but not vote at those meetings unless holding a post as Director under the provisions applicable to directors.

6. Management

6.1. All management functions of the DW Organisation, except where this would place the Directors at financial or other risk, shall be exercised by the DW Organisation Core Officials.
6.2. The Central Management Team will consist of directors and members elected to Core Official Posts that have been defined by a General Meeting or by the Central Management Team. One of these posts will be for a Chairman.
6.3. Core Official Posts
6.3.1. Core Official Posts, except the position of Chairman, may be dispensed with by a General Meeting or by the Central Management Team. Any core official holding that post will forthwith cease to hold any authority delegated explicitly or implicitly to that position.
6.3.2. Core officials may be elected to or removed from those posts, at any General Meeting called for the purpose or by the Central Management Team.
6.3.3. At the Annual General Meeting all members who hold core officials posts will retire from those posts and elections will be held for those posts at that meeting.
6.3.4. A General Meeting or the Central Management Team may from time to time appoint, vary or disband one or more Core Official Posts, or Teams of the DW Organisation.

7. Teams

7.1. The Members may from time to time invite representatives from such Authorities, Companies, Organisations or Clubs as they think fit to attend any Central Management or Team meetings.
7.2. Teams and all sub-groups shall circulate minutes, reports or other summary of their proceedings to the Central Management Team at agreed intervals.

8. Rules

8.1. The DW Organisation shall publish rules for the conduct of each event.
8.2. The conditions attaching to trophies and prizes shall form part of the rules.

9. Meetings

9.1. Each Member shall have one vote at any General Meeting but only those appointed to teams may vote at team meetings.
9.2. In the event of a tie the Chairman of the meeting shall have a second or casting vote.
9.3. Except where statute requires Special Resolution, all powers of the DW Organisation shall be exercised through the Central Management Team by the relevant individual or team.
9.4. A General Meeting shall usually be chaired by the President or a Vice President, a Life President or a Life Vice President.
9.5. Twenty-one days notice of each General Meeting shall be given to each member.

10. Interpretation

10.1. The members shall decide all matters not covered by this Constitution or which are ambiguous.

11. Notices

11.1. All notices (including all nominations, applications and resignations) to be served on the DW Organisation shall be properly served if sent first class recorded delivery to the registered office of the DW Organisation.
11.2. All Notices to be served on a member of the DW Organisation shall be properly served if served by the first class post to the address of the member as recorded in the Register of members.

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