The Eton Fives Association


    The Rules of the Eton Fives Association

    Revised 1967
    Revised 1971
    Revised 1978
    Revised 1981
    Rewritten 2001

    (Laws of the Game of Eton Fives)

    The Rules of the Eton Fives Association were published in 1931, and last revised in 1981. Upon Incorporation as a Limited Company, subject to the Companies Act of 1985, the Rules were superseded by the Memorandum and Articles.

    The following summarises the main points of the Memorandum and Articles in plain English for the convenience of readers. It does not replace the Memorandum and Articles in any way, and if there is any conflict with them, they must always take precedence.

    Since incorporation as a Limited Company, the management of the Eton Fives Association is in the hands of the Board of Directors. The Board's conduct of affairs is regulated by the Memorandum and Articles of Association, as amended by special resolution dated 4th June 1998.

    Any paid-up member of the E.F.A. is entitled to obtain a copy of the Memorandum and Articles, by applying to the Honorary Secretary.

    MEMORANDUM

    1) The name of the Company is "THE ETON FIVES ASSOCIATION."

    2) The aims of the Company are:

  • to promote the playing of Eton Fives throughout the world by various means, including organising and managing leagues and competitions;
  • to review and publish the rules of management of the game of Eton Fives in the United Kingdom;
  • to review and publish the Laws of the game of Eton Fives in the United Kingdom, and to take steps to ensure that the Laws are observed;
  • to enter into television, broadcasting, sponsorship, commercial or other transactions of any kind in connection with the game;
  • to carry out any other transactions in connection with the game, intended to enhance the value of the Company's property or rights;
  • to invest and deal with the Company's money if it is not required for any immediate purpose;
  • to support any charitable, benevolent or useful object connected with the playing of Eton Fives;
  • to do everything to further the objects of the Company.

    In addition to these aims laid down in the Memorandum,the Board is also mindful of:
  • promoting equal opportunities in the game, and
  • developing a safe environment to protect children and vulnerable adults playing the game.

    • 3) The income of the Company must be used only to promote the above aims. No distribution is to be made to members.

    4) The liability of members is limited.

    5) Members agree to contribute up to £1 to the Company's assets in the event of it being wound up, for payment of the Company's debts and liabilities.

    6) If the Company is wound up, and a surplus remains after all debts have been paid, that surplus is to be distributed to:
    firstly, The Eton Fives Charitable Trust , or its successor; secondly, to some other body with the same aims as the Company's or the Trust's.

    ARTICLES

    Definitions

  • "the Act" means the Companies Act 1985, together with any statutory modification of it which is in force.
  • "the Articles" means the Articles of Association of the Company.
  • "the Board" means the Board of Directors of the Company.
  • "the Company" means the Eton Fives Association.
  • "clear days" in relation to the period of a Notice means the number of days between the Notice being given and taking effect, excluding the day on which it is given and the day on which it takes effect.
  • "General Meeting" means any meeting of the Members of the Company, including the Annual General Meeting.
  • "Resolution" means a resolution of the Company passed by simple majority.
  • "Special Resolution" means a special resolution of the Company passed by a two-thirds majority.
    Note: the required majority is of members voting, either in person or by proxy, at a General Meeting of which notice has been duly given.
  • "Secretary" means the Secretary of the Company or ajoint assistant or deputy secretary.

    • Guarantee

    The liability of the members is limited.
    Members undertake to contribute not more than £1.00 to the assets of the Company in the event of its being wound up.

    Members

    Those who subscribe to the Memorandum of Association of the Company, and anyone who is admitted to membership in accordance with the Articles, are the members of the Company.
    Anyone who wishes to become a member must submit an application and have it approved by the Directors.
    On admission to the Company, the member's name must be entered into the List of Members.

    Categories of members
  • Ordinary Members are all those over eighteen and not in fulltime education;
  • College Members are all those over eighteen and in full-time education;
  • School Members are any primary, secondary or further education establishment;
  • Club Members are those Clubs who play or participate in the game.

    • Members will pay an annual subscription, set by the Board for the category to which they belong.
    The annual subscription is due on application, and after that on 1st July each year.
    Members must supply the Secretary with such information as the Company may reasonably require in connection with their membership, and must inform the Secretary of any changes.
    A member may withdraw from the Company by giving at least seven days' clear notice to the Secretary.
    A member whose annual subscription is more than one year in arrears may be expelled by the Board without notice.
    The names of members who withdraw or are expelled must be removed from the List of Members.
    If in the opinion of the Board a member is guilty of misconduct, the Board may request him, with 21 clear days' written notice, to explain himself at a General Meeting. After hearing his explanation, the Meeting is to vote by secret ballot on a resolution to expel him. If expelled he is entitled to a pro rata refund of his annual subscription.

    The Company may designate children (under eighteen) as Junior Members on such terms as it thinks fit. They are not Members, nor are they entitled to the privileges or obligations of Members.

    General Meetings

    The Board is to call General Meetings of the members, normally annually, on a date of its choice.
    The Board is also to call General Meetings if ten members require it. Within 21 days the Board must give notice of it, and set the Meeting for a date not more than 28 days later.
    If a General Meeting is called to pass a Special Resolution or to appoint a Director, there must be at least 21 clear days' notice.
    For other General Meetings there must be at least 14 clear days' notice.
    The notice must specify the time and place of the Meeting and the general nature of the business to be transacted.
    It must include a statement that a member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead and that a proxy need not be a member. It must also say that it is an Annual General Meeting, if it is.
    The notice must be given to all members and the Auditors.
    The proceedings of a Meeting are not invalidated if notice of the Meeting is accidentally not given to, or not received by, a member.

    Proceedings

    No business can be transacted at a General Meeting unless a quorum is present. FIVE members (or their proxies or authorised representatives) are a quorum.
    If a quorum is not present or ceases to be present, the Meeting stands adjourned to the same time and place on the same day next week, or to such other time and place as the Board may decide.
    The Chairman (or, in his absence, the Secretary) is to preside as Chairman of the Meeting. If neither is present, or if they do not wish to take the chair, the members present are to choose a Chairman.
    Resolutions are passed by simple majority of members entitled to vote, except that in certain cases, including changes to the Laws, a two-thirds majority is necessary.
    Voting on resolutions is by show of hands, unless a poll is demanded either before the vote or on the declaration of the result.
    A poll may be demanded by the Chairman, or by at least two members at the Meeting who are eligible to vote (or their proxies). The demand may be withdrawn.
    If a poll is not held a declaration of the result by the Chairman and its entry in the minutes are conclusive evidence of that result. It is not necessary to record the number of votes.
    If a poll is held, it is to be taken as the Chairman directs, and he may fix a time and place to declare the result. That result counts as a resolution of the Meeting.
    If a poll is demanded on the election of a Chairman, it must be taken immediately.
    If a poll is demanded on any other matter, it may be taken immediately, or at a time and place fixed by the Chairman, but within 30 days. If the time and place are announced at the Meeting, no other notice need be given. Otherwise at least seven clear days' notice must be given.
    If a poll is demanded that does not affect the transaction of the rest of the business at that Meeting.

    Members' Votes

    Every individual member present (or his proxy or representative) has a single vote in a poll or show of hands, and every member club and school has three votes. Junior members have no votes.
    A voter's qualification to vote can be questioned only at the meeting where the vote is cast. If it is questioned the Chairman decides whether the voter is qualified.
    The appointment of a proxy must be in writing; and it must be in the Secretary's hands at least 48 hours before the meeting (or poll) to which it applies; otherwise it is not valid. However, in unusual circumstances the Chairman has the discretion to disregard these conditions.
    The appointment of a proxy may be posted faxed etc.

    Directors

    There must be at least two and not more than thirteen directors. A director must also be a member.
    The Board is to consist of: Chairman, Secretary, Treasurer and Directors.
    Directors are appointed by the Company at General Meetings; if a directorship falls vacant the Board may fill the vacancy.
    Directors are entitled to receive notice of and attend all General Meetings of the Company.
    No one is to be appointed (or re-appointed) on the Board except as a result of a resolution at a General Meeting; and 60-90 clear days' notice must be given to the Company by a member intending to propose such appointment; and such proposal must be endorsed by a second member.
    The terms and conditions of appointment are to be determined by a resolution of the Company.

    Powers of the Board

    The Board is to manage the affairs of the Company, subject always to the Memorandum and Articles, and also to directions given and policy decided by the members in General Meeting.
    The Board is also to:

  • take the necessary steps to carry out policy decided by the members;
  • set or alter the annual subscription;
  • make recommendations to the members as appropriate;
  • make decisions on matters which require immediate attention;
  • have the power to invite non-Directors to attend meetings for the purpose of giving advice and assistance;
  • negotiate and agree the remuneration of the Secretary and Treasurer.
    The Board may delegate its powers as appropriate, subject to any conditions the Board or the General Meeting may impose.

    Resignation of Directors

    A Director ceases to be a Director if:

  • he is prohibited by law from being a director;
  • he is bankrupt;
  • he is suffering from mental disorder, such that he is treated in hospital under the Mental Health Act 1983, or he is subject to a Court Order appointing a receiver;
  • he resigns in writing; or
  • he fails to attend three consecutive meetings of the Board (unless a Medical Certificate shows ill-health as the reason).

    A Director resigns automatically at the fourth AGM after his election. He is eligible for re-election at the next AGM.
    A Director appointed to fill a vacancy resigns automatically at the first AGM after his appointment, but is eligible to stand for election at that AGM.
    All Directors resign automatically if they cease to be members of the Company.
    The Chairman, Secretary and Treasurer resign automatically at the fourth AGM after their election, but are eligible for re-election at the same AGM. They too resign automatically if they cease to be members of the Company.
    Directors may receive reasonable expenses.

    The Board

    The Board may organise its proceedings as it thinks fit, subject to the Articles.
    A Director may call a meeting of the Board either directly or through the Secretary.
    Resolutions are decided by simple majority.
    The quorum for meetings is three (or two if there are only two Directors).
    If the votes on a resolution are equal, the Chairman does not have a second or casting vote.

    Officers

    If the office of Chairman, Secretary or Treasurer falls vacant, the Board is to appoint a replacement and decide his term of office and remuneration, subject to ratification at a General Meeting.
    The Honorary Officers are a Patron, President and Vice-Presidents elected by the members at a General Meeting.
    The President resigns automatically at the fifth AGM after his election. He is eligible for re-election at the same meeting.
    A Vice-President holds office until resignation or death. Honorary Officers have the right to attend Board Meetings, but are not entitled to vote at them. They may not act on behalf of the Company unless authorised.

    Minutes

    Minutes must be taken of all Officers appointed by the Board and of all proceedings at Board Meetings and General Meetings. The names of Directors present must be recorded.
    Minutes of Board Meetings must be circulated to directors within 28 days.

    Accounts

    Auditors are to be appointed.
    The members have the right to inspect all accounts of the Company, but must treat such information as confidential.

    Winding up

    If the Company is wound up, its assets are not to be distributed to members, but transferred to the Eton Fives Charitable Trust, or, failing that, to some other similar body decided in General Meeting and approved by the E.F.A.

    Constructed by Mike Fenn
    8th December 2000
    efa@etonfives.co.uk

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