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Memorandum and Articles of Association

 

Memorandum of Association of
The Long Distance Walkers Association

1. The name of the association is 'THE LONG DISTANCE WALKERS ASSOCIATION LIMITED' (hereinafter to be referred to as 'the Association').
2. The Company's registered office is situate in England and Wales.
3. The words and phrases defined in the Articles of Association shall where used in this Memorandum have the meaning set out therein.

4.

Aims and Policy

  i) The aim of the Association shall be to further the common interests of those who enjoy Long Distance Walking.
  ii) The Association's interest shall lie mainly in extended walks in rural areas and especially those walks that exceed 20 miles in length. Whilst such walks may be competitive in the sense of a challenge no emphasis shall be placed on any form of racing or road walking.
  iii) It shall be the Association's policy as far as possible to cater equally for the following types of Long Distance Walking:
    a) organised marathons and events whether open to all or restricted to members of specific clubs or associations.
    b) walks along long distance footpaths and other open challenges which may be attempted at any time by any individuals or groups.

5.

Objects and Powers

5.1 The Association's objects and powers are:
5.1.1 To acquire and take over all or any part of the assets and liabilities of the present unincorporated body known as 'the Long Distance Walkers Association';
5.1.2 To be the governing body of the activity of Long Distance Walking throughout Great Britain and to protect the interests of walkers generally;
5.1.3 To encourage, promote, develop and support the interests of those who enjoy Long Distance Walking;
5.1.4 To assist in the preservation and enhancement of the beauty of the countryside and preservation of public access to open country;
5.1.5 To develop and control all matters pertaining to the organisation of extended walking events especially in rural, coastal, mountainous or moorland areas, especially those exceeding but not limited to 20 miles in length;
5.1.6 To liaise with other governing bodies and sports associations, both nationally and internationally, with regard to any matter pertaining to the objects set out herein;
5.1.7 To approve facilities and arrangements for all Long Distance Walking events;
5.1.8 To promote Long Distance Walking in a positive manner and encourage all people, regardless of sex, race, religion, age and ability, to participate in Long Distance Walking and pioneer new walking routes;
5.1.9 To provide, co-ordinate and review technical information and guidelines regarding event organisation, equipment design, safety and training appropriate to Long Distance Walking;
5.1.10 To retain and control all its intellectual property rights in connection with its events;
5.1.11 To act as final authority over Long Distance Walking and in hearing and determining or otherwise to sit in arbitration over disputes and protests arising from events and Local Groups organised under the auspices of the Association.
5.2 To do all such things hereafter mentioned as may appear incidental or conducive to the pursuit or attainment of any of the above objects or to the exercise of any power (whether express or implied) possessed by the Association, that is to say (although what follows shall not be taken to limit or better the generality of the foregoing statements):-
5.2.1 To accept subscriptions, donations, devises and bequests of any real or personal property or estate or effects, and to maintain and alter any of the same as are or may be necessary for any of the objects of the Association;
5.2.2 To receive and publish information on all aspects of non-competitive walking, including, but without limitation, to the publishing of a programme of Long Distance Walking events, Strider, the Guidelines and the Long Distance Walkers' Handbook;
5.2.3 To issue appeals, hold public meetings and take such other steps as may be thought appropriate for the purpose of procuring contributions to the funds of the Association in the shape of donations, subscriptions or otherwise;
5.2.4 To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal estate;
5.2.5 To sell, lease, mortgage or charge or otherwise deal with all or any part of the property of the Association;
5.2.6 To construct, maintain and alter any houses, buildings, offices or installation;
5.2.7 To borrow or raise money and give security for money or money's worth or for any debt, liability or obligation of the Association or of any third party interested in or otherwise having dealings in the ordinary course of business with the Association by the issue of or upon bonds, debentures, debenture stock, bills of exchange, promissory notes or other obligations or securities of the Association or by mortgage or charge upon all or any part of the property of the Association and to give guarantees for the performance of obligations of any third party interested in or otherwise having dealings in the ordinary course of business with the Association;
5.2.8 To invest funds of the Association on or upon such investments, securities or property as may be thought fit and subject always to the provisions set out in the Articles of Association;
5.2.9 To undertake and execute any trust or any agency business which may seem conducive to any of the principal objects;
5.2.10 To subscribe to any local or national charities, and to grant donations for any public purpose or in support of any charitable cause or any such sport event as may be thought fit;
5.2.11 To establish and support, and to aid in the establishment and support of, other associations formed to promote all or any of the principal objects of the Association;
5.2.12 To subscribe to, or become a member of, any other association or club whose objects are wholly or partly similar to the objects of the Association, or the establishment or promotion of which may be beneficial to the Association;
5.2.13 To purchase or otherwise acquire and undertake all or part of the property, assets, liabilities and engagements of any body with which the Association is authorised to amalgamate;
5.2.14 To incorporate a Limited Liability Company or Companies to carry on all or any parts of the objects of the Association and transfer such parts of the affairs, property and funds of the Association to such Company or Companies as is thought proper by the Executive Committee;
5.2.15 To carry on business as proprietors of a sports club, with such facilities and accommodation for indoor and outdoor sports or games, changing rooms, refreshments and other amenities as may be thought fit;
5.2.16 To employ and pay any person or persons (notwithstanding that any such person may happen to be a member of the Association) in return for services rendered to the Association salaries, wages, charges and pensions;
5.2.17 To insure and arrange insurance cover for and to indemnify its officers, servants and voluntary workers and those of its members as thought fit, from and against all such risks incurred in the course of the performance of their duties as may be thought fit;
5.2.18 To establish or authorise where necessary local branches (whether autonomous or not);
5.2.19 To do all such other lawful things as are incidental or conducive to or otherwise in furtherance of the attainment of the above objects or any of them;
5.2.20 To carry out all these objects and powers in accordance with an equal opportunity policy. It shall be the Association's policy to ensure that all people irrespective of their age, gender, disability, race, ethnic origin, creed, colour social status or sexual orientation shall have a genuine and equal opportunity to participate in Long Distance Walking at all levels and in all roles and to ensure that all present and potential members shall receive fair and equal treatment. The Association shall reserve the right to discipline any Member or employee who discriminates against any person whether a member or not on any of the grounds herein.

6.

Distribution

  The income and property of the Association shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to Members of the Association.

7.

Limited Liability

  The liability of the Members is limited.

8.

Alteration of Memorandum and Articles

8.1 The Association may not alter the conditions contained in the Memorandum (including this clause) and its Articles except by special resolution of those present at a general meeting of the Association and entitled to vote as provided for in the Articles of Association and to the extent for which express provision is made by the Act;
8.2 Such a resolution shall be signed by a proposer and a seconder who are current members of the Association and shall be received by the Chairman or General Secretary at least 42 days before the meeting unless otherwise specified in the Articles of Association.

9.

Undertaking to Distribute Assets

  Every Member of the Association undertakes to contribute such amount as may be required (not exceeding £1 [one pound]) to the Association's assets if it should be wound up while he or she is a Member or within one year after he or she ceases to be a Member, for payment of the Association's debts and liabilities contracted before he or she ceases to be a Member and of the costs, charges and expenses of winding up and for the adjustment of the rights of contributions among themselves.

10.

Surplus Assets

  If on winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the Members of the Association, but shall be given or transferred to some other association or associations having objects similar to the objects of the Association (whether or not such an association or associations have been established for the promotion of Long Distance Walking) and which shall prohibit the distribution of its or their income and property or any part thereof, such association or associations to be determined by the Association at or before the time of dissolution.
  We, the subscribers to this Memorandum of Association, wish to be formed into a Company pursuant to this Memorandum.

 

Articles of Association of
The Long Distance Walkers Association

 


Articles of Association of The Long Distance Walkers Association Limited following alteration
by Special Resolution of General Meetings of the Company held on 11th March 2007 and 16th March 2014.

1.

Preliminary

  'the Act' means the Companies Act 1985 and any modifications thereto and for the time being in force, to the extent that there may be a conflict between the provisions herein and the Act, the Act shall prevail;
  'the Association' means The Long Distance Walkers Association Limited;
  'Bylaws' mean those rules and regulations of the Association developed by the Executive Committee with regard to the day to day administration of the Association. In the event of conflict between the Bylaws and this Constitution, the meaning as conveyed in the Constitution shall prevail;
  'Capitation Allowance' means an annual sum paid to Local Groups by the Association (within 3 months of the annual general meeting) calculated on the basis of the number of members with each Group and as laid down in the Bylaws from time to time;
  'the Catchment Area' means the area allocated to a Local Group which is authorised to represent the Association and determined in accordance with Article 2.3 (C)(v) below by the Executive Committee;
  'clause in the Constitution' means also condition therein;
  'Clear Days' in relation to the period of notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is received;
  'Constitution' means the Memorandum and these Articles of Association of the Association, including any modifications thereto as shall be in force from time to time;
  'Emergency Business' means an item of business which may be introduced to the agenda of any general meeting in accordance with article 5.8;
  'Executive Committee' means the members for the time being of the committee which manages the Association and is hereby constituted and their successors duly elected (as described in article 6 below), and shall be deemed to include any Sub-Committee authorised to transact the business of the Executive Committee;
  'Executive Member' means any member of the Executive Committee;
  'GMC' means the members for the time being of a Local Group's Management Committee duly constituted and whose successors shall be duly elected pursuant to the constitution of the Local Group, and shall be deemed to include any committee authorised to transact the business of the Local Group;
  'the Guidelines' mean 'Guidelines for Events - How to Organise a Challenge Walk', published by the Association in 1994 and shall include any revisions thereto that may be made from time to time.
  'Local Groups' means an autonomous group consisting of six or more Members of the Association established in accordance with conditions to be approved from time to time by the Executive Committee. Such Groups shall be responsible for carrying out the objects and administering the business of the Association in their prescribed Catchment Areas;
  'Specialist Group' means an autonomous group consisting of six or more Members of the Association that may exceptionally be established in accordance with conditions to be approved from time to time by the Executive Committee to fulfil a specific need. Such Groups shall be responsible for carrying out the objects and administering the business of the Association in their prescribed areas of activity. Any reference in these articles to 'Local Groups' shall be taken to include 'Specialist Groups' and any reference to 'Catchment Areas' of Local Groups shall be taken to mean 'areas of activity' of Specialist Groups
  'Long Distance Walking' means the activity of walking long and ultra distances (particularly exceeding 20 miles) especially in rural, coastal, mountainous or moorland areas on an informal basis or as part of an organised challenge event;
  'Members' mean Individual, Family, Affiliate and Honorary members as defined at article 2.1(A) below, referred to collectively;
  'Strider' means the official journal and organ of the Association;
  'Sub-Committee' means, subject to the provisions set out in this Constitution, any Sub-Committee established by the Executive Committee to which it may delegate certain powers, any such committee being directly accountable on a continuous basis to the Executive Committee and to the Members at any annual general meeting of the Association.
  'Subscriptions' mean the annual amount payable by the Members to the Association and determined in accordance with Article 2.2 herein and/or any relevant Bylaws that may from time to time be in force;
  'Working Party' means any temporarily constituted group set up by the Executive Committee or one of its Sub-Committees to report to the forming body on a specific matter;
  Unless the context otherwise requires, words or expressions contained in this Constitution bear the same meaning as in the Act but excluding any statutory modification of it not in force when this Constitution becomes binding on the Association. In the event of any disagreement arising as to the interpretation of any parts of this Constitution or any Bylaws made hereunder, a majority decision of the Executive Committee shall be binding until the next general meeting of the Association, at which time any such decision may be ratified by a majority decision of the Members or any such necessary amendment made to the Constitution by a decision of three-quarters of the Members attending the meeting and entitled to vote.
  Unless the context otherwise requires, words importing the singular number shall include the plural and vice-versa; persons shall include bodies corporate and partnerships; references to any gender shall include all genders and references to any agreement or other instrument shall be deemed to include references to such agreement or other instrument as varied or replaced from time to time.

2.

Membership

2.1

Classes of Membership

  (A) The following classes of membership shall exist and are open to any individual or any appropriate entity, group or organisation considered by the Executive Committee to otherwise qualify pursuant to the following membership descriptions:
    Individual Members shall mean Members of the Association in their own singular right;
    Family Members shall mean a family unit of up to two adults and all children under the age of 18 on the 1st January of the year of membership residing at the same address;
    Affiliate Members shall mean (but without limitation) such groups as schools, service units, unincorporated associations, corporate bodies or any other legal entities whose members may not be Members of the Association but who wish to associate with the Association and shall thereby be entitled to advertise Long Distance Walking events organised by them in Strider (subject always to the provisions set out herein) and to display the Associations logo on their letterhead;
    Honorary Members shall mean Members or other individuals who have performed an outstanding service, or who have made an outstanding contribution, to the development of Long Distance Walking or the Association generally and have been awarded a Lifetime Membership by the Association, as may be decided by a majority resolution of the Members in a general meeting of the Association following nomination by the Executive Committee;
  (B) A Local Group of the Association may be established by six or more Members of the Association, who wish to associate together to administer and fulfil the aims and objects of the Association within a Catchment Area to be allocated to them, in accordance with the conditions set out herein.
    With the exception of an Honorary Member, no person is capable of being a member of a Local Group unless they are also a fully paid Member of the Association. The Local Group, although autonomous in respect of its day to day management, shall at all times be a branch of the Association whose rules will reflect and be controlled by this Constitution and any Bylaws made hereunder. A Local Group shall adopt a constitution that provides that any property held by the Local Group shall pass to the Association in the event that the Local Group shall cease to operate.

2.2

Subscriptions

  Each Member shall pay annually to the Association a subscription to be determined annually by a majority decision of the Members at a general meeting of the Association.
  Subscriptions shall become due on January 1st and cover the year to 31st December following, but subscriptions of Members joining the Association for the first time paid after 30th (thirtieth) September in any year shall acquire the appropriate rights of membership provided subscriptions are fully paid on the 1st (first) January of the following year.

2.3

Conditions of Membership

  (A) Any person or any entity, group or organisation desiring to subscribe for membership of or affiliation to the Association shall:
    (i) Forward to the Membership Secretary of the Association the appropriate completed application for membership or affiliation, which shall be in such terms as the Executive Committee shall require from time to time and as may be set out in the Bylaws; and
    (ii) Forward one year's subscription and such further information as shall be requested from time to time by the Executive Committee; and
    (iii) Agree to support the aims and objects of the Association and to abide by the terms and conditions of membership as set out in this Constitution and any Bylaws or other rules of the Association including any modifications thereto, that may be in force from time to time or determined by the Members of the Association in general meetings;
    All disputes concerning the status of any person or any entity, group or organisation subscribing or wishing to subscribe to the Association for membership shall be referred to the Executive Committee whose decision shall be final. The Executive Committee shall have the right to decline the membership of the Association to any person, entity, group or organisation without assigning any reason. The Association shall not affiliate with any political party and shall be non-sectarian.
  (B) In addition all event organisers shall undertake to agree to keep the Association up to date and provide details of adequate insurance for the Long Distance Walking events that they intend to advertise in Strider, together with sufficient details of the organisation of the event to satisfy the Association that its Guidelines have been applied and safety precautions are in place. No event shall be advertised in Strider or sanctioned or otherwise approved by the Association unless the event organisers shall provide evidence to the Association that the Guidelines have been adopted and followed.
  (C) In addition the following shall apply to the establishment and administration of Local Groups:
    (i) The business of the Local Groups shall be carried on in accordance with the objects of the Association;
    (ii) Members of the Association, who wish to form a Local Group shall submit an application to establish such a Group which shall contain the following details:
      the proposed Catchment Area for the particular Group; and
      its own constitution which shall conform with the spirit and terms of the Model Constitution for Local Groups which shall be set out in the Bylaws; and
      names, contact details and occupations of the members of the GMC;
      the number, names and contact details of their Members; all such Members must also be Members of the Association;
    (iii) Any existing Local Groups (as defined in the constitution of the unincorporated body known as the 'Long Distance Walkers Association') and/or any new group which may wish to form a Local Group in accordance with this Constitution shall submit the information specified at (ii) above, to the Association within 90 days of the adoption of this Constitution (which shall be at the first annual general meeting of the Association). Thereafter any new groups that wish to form a Local Group shall submit their application in accordance with this Constitution at their earliest convenience.
    (iv) Upon receipt of a group's application, the Executive Committee shall use their best endeavours to make a decision within 60 days of receipt of the application as to the adequacy of the Local Group's constitution and the information supplied. Failure of the Executive Committee to make a decision within 60 days shall neither invalidate the application nor shall it constitute acceptance of the application. The Executive Committee shall keep the Local Group informed as to the progress of the decision.
    (v) The Executive Committee shall allocate a particular Catchment Area to a Local Group within 60 days of receipt of the application, if practical and subject to, the Executive Committee's obligation to, at all times, seek to:
      minimise any discrepancy between a Local Group's existing assumed, historical or traditional area as defined in the Local Group's existing constitution and the new Catchment Area as defined by post codes;
      consult with affected Local Groups about the definition of their respective Catchment Areas;
    The decision of the Executive Committee shall be final.
    The allocation of Members shall be made by the Membership Secretary with reference to the Catchment Area designated to a particular group, provided always that any Member may, upon request, transfer their membership to any Local Group of their choice.
    (vi) The administration of the Local Group shall be carried out by the GMC subject always to the conditions set out herein and the Bylaws including any modifications thereto which shall be in force from time to time.
    (vii) Local Groups shall undertake to conform to the Constitution, policy and decisions of the Association as laid down by the Executive Committee from time to time, but they shall be autonomous with respect to finance and activities, subject always to the Guidelines, any Bylaws and any Model Constitution which the Association may publish from time to time. Without prejudice to the generality of the foregoing a Local Group shall ensure that their events do not contravene the Guidelines and shall comply with the terms and conditions of all the Association's relevant insurance policies, of which they have notice.
    (viii) Local Groups shall only make public statements in relation to those issues directly concerning their Catchment Area; any other statements must be referred to the Executive Committee for consideration and authorisation to publish.
    (ix) Local Groups shall keep the Association informed generally and shall forward to the Treasurer of the Association no later than 45 days after the annual general meeting of the Local Group in each year, copies of their annual report, accounts for the preceding financial year, details of their members and the members of their GMC.

2.4

Rights of Members

  (A) Each Member shall be entitled to:
    receive a membership card setting out their category of membership together with a membership number;
    once in any year be sent on request and without charge a copy of the Annual Report and Accounts of the Association;
    be under the protection and cover of the Association insurance policy from time to time in force;
    receive a copy of each issue of Strider;
    be entitled to membership of any Local Group of their choice.
  (A1) In addition Local Groups shall be entitled to:
    a copy of the Guidelines;
    on request and without charge a copy of the Annual Report and Accounts of the Association;
    advertise Long Distance Walking events organised, administered and controlled by the Local Group pursuant to the terms of the Guidelines and insurance policy of the Association from time to time;
    a copy of, and shall be afforded the protection and cover of, the Association insurance policy in force from time to time;
    payment of a Capitation Allowance from the Association provided that clause 2.3(C) above has been satisfactorily complied with.
  (A2) Affiliate Members shall be entitled to:
    receive three copies of each issue of Strider;
    advertise Long Distance Walking events organised, administered and controlled pursuant to the terms of the Guidelines and shall ensure that they arrange adequate insurance protection for the event advertised.
    a copy of the Guidelines;
  (B) All Members shall be entitled to speak and vote at general meetings as detailed below:
    (i) An Individual Member shall be entitled to one vote.
    (ii) Each Family Member shall be entitled to vote at General Meetings. Each member Family shall have a maximum of two votes, no individual member within the family unit will be permitted to cast more than one vote.
    (iii) Affiliate Members may appoint a nominee to attend general meetings of the Association, such nominee shall have the right to speak and cast one vote on behalf of that Affiliate Member. If the nominee is also a Member then that Member will be entitled to vote in that capacity and accordingly cast two votes.
    (iv) An Honorary Member shall have the same rights as an Individual Member.
    (v) Local Groups who wish to be represented at a general meeting as a Group shall each appoint one delegate from their body who shall have the right to speak.

3.

Retirement and Discipline of Members

3.1 Any Member of the Association desiring to resign his or her membership shall signify such desire in writing to the Membership Secretary of the Association, the Member's name shall then be removed from the membership register which shall signify the immediate cessation of membership of the Association. The Member shall not be entitled to any rebate of his subscription upon resignation.
3.2 Any person whose annual subscription is unpaid by the 1st March of each year shall cease to be a Member of the Association and shall forfeit all rights in and claims upon the Association unless the Executive Committee suspend the operation of this provision as regards any particular Member on such terms as it at its discretion may determine.
3.3 The Association shall be entitled to suspend, expel or require the resignation from membership, any Member whose conduct in the opinion of the Executive Committee (or any Sub Committee convened to decide the matter) has proved, or is likely to prove, prejudicial to the good standing of the Association or to the attainment of its objectives, or who has broken any rule/s of the Association, or whose conduct has brought the Association into disrepute. In addition should any loss, injury, death or damage occur as a result of a Member's wilful negligence, then the Member shall indemnify the Association or any Local Group which has suffered loss as a result of the wilful negligence of that Member.
3.4 Any complaint or allegation of such conduct and/or behaviour should be sent in writing to the Chair of the GMC of the Local Group to which the Member who is said to be in breach of this Constitution belongs (or in the event that the said Member does not belong to a Local Group or if no relevant Local Group exists, to the General Secretary of the Association) who upon receipt of the written allegation or complaint shall decide if there appears to be the need to proceed further with an investigation. If the relevant GMC or General Secretary is of the view that the complaint does not merit further investigation then the matter shall be immediately dismissed, such decision shall be final, unless further allegations of a similar nature are received.
  If a further investigation of the matter is required, then the complaints/disciplinary procedure set out in the Bylaws or the constitution of the Local Group shall be instituted.
  All complaints and allegations shall be treated in the strictest confidence by all parties (including but not limited to GMCs; the Executive Committee or any Sub-Committee thereof; the complainant and the respondent) and disclosure of any such complaint or allegation shall be limited to the extent necessary to carry out a thorough, fair and impartial investigation and to ensure that any procedure instituted shall comply with the general principles of natural justice.
3.5 In the interests of fairness and impartiality, the following key principles shall apply to any procedure carried out in accordance with this clause:
  (i) At first instance the GMC and/or the Executive Committee (depending on whether the matter is to be dealt with at local or national level) shall convene an independent and impartial Sub-Committee ('the Panel') to hear the evidence of the respective parties and reach a decision on the matter. Those persons chosen to reside on the panel shall not have taken part in the investigation process of that particular complaint.
  (ii) Both the complainant and the respondent shall have a right to put their case in writing and draw such evidence as they feel relevant to the attention of the Panel.
  (iii) For the avoidance of doubt, no member of the Executive Committee shall be eligible to carry out the investigation of the issues nor shall they be eligible to sit on the Panel.
  (iv) There shall be a right of appeal to an independently constituted committee whether the matter is dealt with at local or national level ('the Appeals Panel'.) The Appeals Panel shall have a discretion as to whether they wish to hear orally from the complainant and the respondent. The decision of the Appeals Panel shall be final.
  (v) The procedure of and eligibility or otherwise of any member to sit on the Panel or the Appeals Panel shall be subject to the provisions set out in the Bylaws from time to time.
3.6 For the avoidance of doubt, the Executive Committee or GMC shall be entitled to institute the disciplinary procedure independently of whether it has received a complaint upon becoming aware of a breach of the Constitution or Bylaws or of any conduct likely to bring the Association into disrepute, whether such conduct is by any Member of the Association or by a particular Local Group.
3.7 Any Member requested to resign membership of the Association must do so within 7 days. If notice of resignation is not received within 7 days such Member shall be expelled by the Executive Committee and cease to be a Member of the Association.
3.8 Any Member expelled in accordance with this Constitution, or otherwise ceasing to be a Member of the Association, shall forfeit all rights to or claims upon the Association or any return of fees paid and shall remain liable for any outstanding fees or charges due as at the date of expulsion or cessation of membership or any other financial loss suffered by the Association or Local Group as a result of the conduct for which he was disciplined.

4.

General Meetings

4.1 The Association shall not later than the 31st May of each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in notices calling it.
4.2 All general meetings other than annual general meetings shall be called extraordinary general meetings.
4.3 The Executive Committee may, upon notice as specified at article 4.7, and on requisition made in writing in accordance with article 4.4 and 4.5 herein, convene an extraordinary general meeting of the Association.
4.4 An extraordinary general meeting must be convened by the Executive Committee on the requisition of the Members representing not less than one-tenth of the voting rights of all the Members having at the date of deposit of the requisition a right to vote at general meetings. Any requisition made by Members to convene an extraordinary general meeting must state the objects of the meeting, be signed by the requisitionists and be deposited at the registered office of the Association and addressed to the General Secretary.
4.5 On the receipt of such requisition the Executive Committee shall immediately proceed to convene an extraordinary general meeting in the same manner as would normally be done. If the Executive Committee does not proceed to convene a meeting within 21 days of the deposit of the requisition, the requisitioners or a majority of them may themselves convene a meeting as long as any such meeting takes place within 3 months of the date of deposit of the requisition. The Executive Committee will be deemed not to have duly convened a meeting if they convene a meeting for a date more than 28 days after the date of the notice convening the meeting.
4.6 Notwithstanding article 4.4 the Executive Committee shall as a matter of policy consider any request to convene an extraordinary general meeting signed by at least 100 (one hundred) Members having the right to vote at general meetings at the date of deposit of the request which is in the form of the requisition described at article 4.4. The Executive Committee upon receipt of such a request may then convene an extraordinary general meeting in accordance with article 4.5 above.
4.7 At least 28 clear days before every annual general meeting and 21 clear days before every extraordinary general meeting, notice specifying the place, the day and hour of the meeting, and, in case of special business, the general nature of such business, shall be given to the Members in the manner stated in article 12 herein, or in such other manner, if any, as may be prescribed by the Association in a general meeting; but the accidental omission to give such notice to, or the non-receipt of such notice by, any Member shall not invalidate the proceedings at any general meeting.
4.8 Subject as provided above, to be accepted as an item of special business to be discussed at a general meeting of the Association a resolution shall:-
  be signed by a proposer and seconder who shall be current Members of the Association with an entitlement to vote or proposed by the Executive Committee; and
  be written in non-discriminatory terms and be in accordance with the provisions of the Act and the Constitution; and
  in the case of an annual general meeting, to be received by the General Secretary of the Association (or a designated deputy as shall be notified to the Members), at least 16 weeks before the due date of the meeting. The Executive Committee shall use its best endeavours to publish a notice of all such resolutions in the last issue of Strider which shall immediately precede the annual general meeting of the Association (in the event that this proves impossible, a separate notice shall be published) provided that any such notice shall be given in writing to all Members at least 28 days before the meeting.
4.9 Amendments to items of special business may be proposed following the same procedures as set out in Article 4.8 and must be received by the General Secretary of the Association (or a designated deputy as shall be notified to the Members) at least 42 days prior to the meeting. The Association shall endeavour to publish to all Members notice of the proposed amendments at least 28 days before the general meeting.

5.

Proceedings at General Meetings

5.1 All business shall be deemed special that is transacted at an extraordinary general meeting. All business that is transacted at an annual general meeting is deemed special, with the exception of the laying before the meeting of the minutes of the previous annual general meeting (and/or any extraordinary general meeting), the Accounts and any documents annexed to them, the reports of Executive Committee members and such Sub-Committees as are appropriate, the report of the auditors, the election of Executive Members in the place of those retiring and the appointment of auditors and the fixing of their remuneration.
5.2 Subject to the provisions herein and the provisions of the Act which apply notwithstanding the provisions herein, all special business shall require a seventy-five per cent majority of those voting (abstentions not included) to be carried.
5.3 No business shall be transacted at any meeting unless a quorum of not less than 55 members entitled to vote is present at the commencement of such business, except in the case of an adjourned meeting as set out in Article 5.4.
5.4 If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned, to be reconvened to the earliest date practicable (in which case the appropriate notice procedure shall apply) being within 3 months of the date of the original meeting. If within half an hour from the time appointed for the adjourned meeting 55 members entitled to vote are not present, then those attending such an adjourned meeting shall be deemed to form a quorum.
5.5 The Chair (being the person duly elected to the position of Chair of the Executive Committee), or in his/her absence a deputy nominated by the Executive Committee, shall preside as chair at every general meeting of the Association.
5.6 The Chair may, with the consent of the meeting, adjourn any meeting 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 place.
5.7 Save and except as provided in article 2.4(B) above, every Member shall have one vote and no more. In the case of an equality of votes and in any other event the Chair of any general meeting of the Association shall only be entitled to a casting vote regardless of what other capacity he or she attends.
5.8 A proposal to introduce a matter of extreme urgency that requires immediate discussion,to the agenda of any general meeting of the Association shall, if proposed and seconded, be tabled to the Members for acceptance as Emergency Business by the Chair. The Members may then decide by a majority resolution whether to accept the proposal as Emergency Business. If any such proposal is accepted on to the agenda, then it shall be accepted as special business and subject to the provisions herein (except as to notice) and, in particular, those provisions set out under article 5.2.
5.9 No Member shall vote at any general meeting if any money is owing on any account from such a Member to the Association and such amounts remain unpaid whether a demand has been issued or not. Any vote by such a Member shall be invalid.

6.

Executive Committee Of Management

6.1 The Executive Committee shall consist of the following:
  A Principal Officers, being - Chair, General Secretary, Treasurer, Membership Secretary, Editor and Internet Officer, and
  B Executive Officers, being - 6 additional elected officers.
  Each Executive Member shall be a current Member of the Association and shall be elected at the Annual General Meeting of the Association.
  The quorum necessary for the transaction of business of the Executive Committee is 7, at least one of those attending shall be a Principal Officer.
  No officer or representative shall obtain pecuniary advantage by virtue of their position as any officer of the Association except as provided at article 11.5 herein.
6.2 The Principal Officers shall hold office until the next annual general meeting but shall be eligible for re-election or co-option, subject to articles 6.4 and 6.5 herein. At the first annual general meeting of the Association all the posts for Principal Officers shall be vacated and an election held for each post.
6.3 The 6 Executive Officers shall hold office until the next annual general meeting but shall be eligible for re-election or co-option subject to articles 6.4 and 6.5 herein.
6.4 (i) A member may serve as Chair for three consecutive years. The member may continue as Chair for a further year or years only if there are no other valid nominations.
  (ii) A member may serve as a particular Principal Officer, other than Chair, for five consecutive years. The member may continue as that Principal Officer, or any other Principal Officer, for a further year or years only if there are no other valid nominations. In this context, and in this context alone, time served as Chair during any continuous period on the Executive Committee shall be classed as time served as a Principal Officer.
  (iii) A member may serve as an Executive Officer for five consecutive years, or in the case of a member being elected to the Executive Committee for the first time, from the time of first being given a designated role. The member may continue as an Executive Officer for a further year or years only if the number of valid nominations, including the member's own, does not exceed the number of vacancies. Otherwise, the nominations of all those who have served on the Executive Committee for less than five consecutive years shall take precedence over those who have served for longer who, in turn, shall take precedence in strict sequence of length of service. In this context, and in this context alone, time served as Chair or as a Principal Officer during any continuous period on the Executive Committee shall be classed as time served as an Executive Officer.
  (iv) Any officer who is excluded from the Executive Committee in accordance with the terms of this article, and irrespective of whether he/she sought re-election, may be nominated for any position on the Executive Committee in the following year.
6.5 Subject as provided above, the election of Principal and Executive Officers shall take place in the following manner:-
  (i) Election of the Principal and Executive Officers shall be by a poll of the Members of the Association eligible to vote.
  (ii) Any 2 Members shall be at liberty to nominate any qualified Member to serve as a Principal or Executive Officer having previously received their assent.
  (iii) The name of each Member so nominated, together with the names of his or her proposer and seconder shall be sent in writing signed by all three to the Secretary no less than 16 weeks prior to the annual general meeting. Nominees for all the vacated posts of Principal and Executive Officer may submit a short election address, in writing, at this stage.
  (iv) Voting lists shall be prepared (if necessary) containing the names of the candidates for election or re-election, in alphabetical order, along with any election address.
  (v) Voting lists and election addresses shall be distributed to the membership at least 28 days prior to the annual general meeting.
  (vi)

If two or more candidates obtain an equal number of votes, then if the post to be filled is that of:
(a) an Executive Officer, both candidates shall be elected to the Executive Committee;
(b) a Principal Officer, a further election shall be held at the Annual General Meeting to elect one of the two candidates with equal votes.

7.

Powers of the Executive Committee

7.1 In the event that an Executive Member post is not filled by election at the annual general meeting or becomes vacant during the year for any reason then the Executive Committee shall have the power to co-opt any Member of the Association as a full Executive Committee Member with full voting rights to fill the vacancy.
7.2 Executive Members shall be paid all reasonable expenses properly incurred by them in attending and returning from committee meetings, or in connection with the business of the Association. The Executive Committee may prescribe rules regarding such expenses from time to time.
7.3 If the number of Executive Members is reduced to below what constitutes a quorum the remaining Executive shall only act for the purpose of filling vacancies until a quorum is established.
7.4 Control of the Association is vested in its membership via general meetings. Subject hereto the affairs and property of the Association shall be administered by the Executive Committee, who may alter or produce Bylaws for the smooth running of the Association and its premises, and the regulation of all other matters of the Association generally.
7.5 The Executive Committee shall adopt such means as it deems necessary to bring to the notice of Members of the Association all Bylaws which, so long as they shall be in force, shall be binding on all Members of the Association provided nevertheless that no Bylaw shall be inconsistent with, or shall purport to affect or repeal, anything contained in the Constitution.
7.6 The Executive Committee shall exercise all such powers and do such things as may be exercised or done by the Association, save such as are by this Constitution or by any statute for the time being in force specifically required to be exercised or done by the Association in general meeting.
7.7 Without prejudice to the generality of the foregoing article 7.6 the Executive Committee may exercise all the powers of the Association to borrow or raise money and give security for money or money's worth or for any debt, liability or obligation of the Association or of any third party interested in or otherwise having dealings in the ordinary course of business of the Association by the issue of or upon bonds, debentures or debenture stock, bills of exchange, promissory notes or other obligations or securities of the Association or by mortgage or charge upon all or any part of the property of the Association and to give guarantees for the performance of obligations of any third party interested in or otherwise having dealings in the ordinary course of business with the Association.
7.8 The Executive Committee shall engage such employees as it may consider necessary and shall regulate their duties and fix their salaries and remuneration.
7.9 The Executive Committee shall meet at least 5 times per year, fix its own times of meetings and determine its own procedure.
7.10 Decisions of the Executive Committee shall be taken by a majority of those present and voting. The Chair shall have one vote only which shall be cast at the same time as the other Members. In the event of an equality of votes the proposal shall fail.
7.11 An Executive Member shall declare any interest in and shall not vote nor be counted as part of the quorum in respect of any contract in which he or she is interested or any matter arising out of it which falls for discussion in any meeting of the Association and in the event that such a Member does so vote, the vote shall not be valid.
7.12 The Executive Committee may appoint one or more Members to any number of Sub-Committees or Working Parties to exercise, subject to its directions, a general control over specified parts of the work or business of the Association. Sub-Committees and Working Parties shall be Members and shall receive all reasonable expenses properly incurred by them in attending and returning from committee meetings, or in connection with the business of the Association. The Executive Committee shall prescribe rules regarding such expenses.
7.13 Sub-Committees and Working Parties shall act in an advisory capacity to the Executive Committee subject to provisos set out in these Articles or any applicable Bylaws, unless a specific power is given to a Sub-Committee or Working Party, for a specific occasion. All recommendations and decisions of Sub-Committees and Working Parties are subject to ratification by the Executive Committee before they become a policy, decision, rule or Bylaw of the Association.
7.14 The Executive Committee shall at its discretion appoint and delegate such powers to such Sub-Committees as it may require from time to time, to progress such tasks as the Executive Committee shall deem appropriate and shall decide, by a majority decision. The Executive Committee shall develop such Bylaws as it thinks fit governing the constitution and management of any such Sub-Committees.

8.

Disqualification of Executive Members

8.1 The office of an Executive Member shall be vacated if that member:
  becomes bankrupt or makes any arrangement or composition with his or her creditors generally; or
  becomes incapable by reason of mental disorder, illness or injury of managing his or her property and affairs; or
  resigns his or her office by written notice to the Association; or
  is directly or indirectly interested with any contract with the Association and fails to declare the nature of his interest (whether he or any other body which he or an immediate member of his family is directly related by virtue of being an officer of or owning shares or being employed in such body or entity); or
  is absent from more than 2 consecutive Executive Committee meetings without satisfactory and acceptable explanation; or
  is deemed, by resolution of the Executive Committee or the members in a general meeting, to be guilty of conduct prejudicial to the good standing of the Association or to the attainment of its objectives, or who has broken any rule/s of the Association, or whose conduct has brought the Association into disrepute or who is judged to have been grossly negligent in the performance of his or her duties.
8.2 A member expelled from the Executive Committee by the Executive Committee under this article shall have a right of appeal by calling an extraordinary general meeting of the Association in accordance with articles 4.3 and 4.4 herein.
8.3 The Executive Member shall have the opportunity to justify or explain his or her conduct orally or in writing to any general meeting before any motion is put to the vote. On a motion to disqualify/expel that Member from the Executive Committee and/or the Association a majority vote of the Members present and voting in a general meeting is required.

9.

Additional Appointments

9.1 The Association may appoint a President who shall attend meetings of the Association from time to time and who may represent the Association. The President shall be appointed by a majority vote of the Members at an Annual General Meeting following a nomination by the Executive Committee for a term to be determined by the Executive Committee.
9.2 The Executive Committee may from time to time and as often as they think fit appoint persons to the Executive Committee, Sub-Committees or Working Parties for such period of time as the Executive Committee may determine. Such appointees may not necessarily be members of the Association and shall not have any voting rights in meetings of the Executive Committee and shall attend Executive Committee meetings in an advisory capacity only.
  If appointed to work with or on a Sub-Committee or Working Party, such appointees shall be entitled to vote and be entitled to receive all notices to attend meetings of the Sub-Committee and/or Working Party to which they are appointed.
9.3 No appointee shall gain pecuniary advantage by virtue of their position in the Association, however they may be remunerated for services provided in their professional capacity (if any) and/or for any reasonable expenses incurred provided always that such services and/or expenses have the prior approval of the Executive Committee.

10.

Indemnity of Officers

10.1 Every member of the Executive Committee, Sub Committees, Working Parties, officer, servant or voluntary official of the Association (whether Honorary or otherwise) shall be indemnified by the Members of the Association against, and it shall be the duty of the Executive Committee out of the assets (if necessary) of the Association to pay all losses, expenses and liabilities which any member of the Executive Committee, Sub-Committees, Working Parties, officer, servant or voluntary official of the Association may incur or sustain in the bona fide execution of the duties of his office or bona fide in relation to the management of the affairs of the Association thereto:
  in defending any proceedings, whether civil or criminal, in which judgment is given in favour of the officer or member or in which the officer or member is acquitted; or
  in connection with any application in which relief is granted to the officer or member by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Association alternatively.
10.2 No member of the Executive Committee, Sub Committees, Working Parties, officer, servant or voluntary official of the Association shall be liable for the acts, receipts, neglects or defaults of any other member of the Executive Committee, Sub-Committees, Working Parties, officer, servant or volunteer official of the Association or for joining in any receipt for the sake of conformity or for any loss or damage or misfortune whatever which shall happen in the execution of the duties of his office in relation thereto.

11.

Financial

11.1 Auditors shall be appointed and their duties regulated.
11.2 An Annual Report and Accounts shall be submitted to the annual general meeting.
11.3 All funds, except petty cash, belonging to the Association shall be deposited with a bank or building society in an account which shall be clearly marked as belonging to the Association. The Executive Committee may, upon a majority decision, invest the funds of the Association (in accordance with the Memorandum of Association) as may be thought in the best interest of the Association and after having sought appropriate professional advice.
11.4 The bank account shall be operated by cheques executed for and on behalf of the Association by two of the Principal Officers named in article 6.1 above. Any out of ordinary expenditure may only be authorised by the Treasurer and Chair acting together. If any item of expenditure is likely to exceed £10,000 (ten thousand pounds) then it may only be authorised by a majority decision of the Executive Committee.
11.5 The Association may at its discretion offer to certain Members a one off fixed financial reward in recognition of that Member's extra-ordinary contribution to the Association in assisting it to achieve its objectives as set out above in whatever way that is deemed by the Executive Committee to show outstanding commitment to the Association. Such payments and the amount shall be upon the recommendation of the Executive Committee to the Members at the annual general meeting of the Association, who shall make such payments upon a majority decision of those Members in attendance and entitled to vote.

12.

Notices

12.1 A notice may be given by the Association to any Member either personally or by sending it through the post in a prepaid letter addressed to such Member at their registered place of abode or, provided the member has confirmed their agreement, by email to their registered email address.
12.2 A notice, if served by post, shall be deemed to have been served in the case of first class mail on the second working day after posting and in the case of second class mail on the fourth working day after posting and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed, prepaid and posted.  A notice, if served by email, shall be deemed to have been served on the second working day after sending and in proving such service it shall be sufficient to prove that the email serving the notice was properly addressed and sent.

13.

Alteration of Constitution

13.1 The Association may not alter the Articles contained in the Constitution (including this clause) except by a decision of seventy-five percent of those Members present and entitled to vote at a general meeting of the Association.
13.2 Such a resolution shall be submitted in accordance with article 4.8 above as special business.
13.3 Every person on becoming a Member as defined at article 2 above is deemed to consent to such any or all alterations made from time to time be made in accordance with the Constitution.

14.

Seal

  The seal of the Association shall not be affixed to any instrument except by the authority of a resolution of the Executive Members and except in the presence of two such Members both of whom shall sign the instrument.

15.

Distributions

  Subject to article 11.6 above, the income and property of the Association shall be allied solely towards the promotion of its objects as set forth in this Constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to Members of the Association.

16.

Winding Up

  The Association shall be wound up voluntarily whenever resolution is passed by seventy-five percent of the members attending and voting at a general meeting that the Association be wound up.

17.

Surplus Assets

  If on winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the Members of the Association, but shall be given or transferred to some other association or associations having objects similar to the objects of the Association (whether or not such an association or associations have been established for the promotion of Long Distance Walking), and which shall prohibit the distribution of its or their income and property or any part thereof, such association or associations to be determined by the Association at or before the time of dissolution.
  Certified as the Articles of Association of The Long Distance Walkers Association Limited following alteration by Special Resolution of General Meetings of the Company held on 11th March 2007 and on 16th March 2014.