PDPA Rules
CONTENTS
- PDPA New Articles (Replaces old Memorandum of Articles and Constitution as one document)
- PDPA Code of Conduct
- Original Memorandum of Articles
20 November 2023 258415054_3 Company No. 02085794 | |||
THE COMPANIES ACT 2006 | |||
PRIVATE COMPANY LIMITED BY GUARANTEE | |||
ARTICLES OF ASSOCIATION OF PROFESSIONAL DARTS PLAYERS ASSOCIATION LTD Adopted by special resolution passed on (20th November 2023 at the PDPA AGM) | |||
Contents
1......... Definitions and interpretation......................................................................................... 1
2......... Liability of members....................................................................................................... 5
3......... Objects and powers....................................................................................................... 5
4......... Income and property...................................................................................................... 8
5......... Dissolution..................................................................................................................... 8
6......... Directors’ general authority............................................................................................ 9
7......... Directors to take decisions collectively.......................................................................... 9
8......... Unanimous decisions..................................................................................................... 9
9......... Calling a directors’ meeting........................................................................................... 9
10....... Quorum for directors’ meetings..................................................................................... 9
11....... Casting vote................................................................................................................. 10
12....... Transactions or other arrangements with the company.............................................. 10
13....... Conflicts of interest...................................................................................................... 11
14....... Records of decisions to be kept.................................................................................. 13
15....... Power to make rules or bye-laws................................................................................ 13
16....... Directors....................................................................................................................... 14
17....... Methods of appointing directors.................................................................................. 15
18....... Termination of director’s appointment......................................................................... 15
19....... Majority power to appoint and remove directors......................................................... 16
20....... Retirement and re-appointment of directors................................................................ 17
21....... Chair, Vice-Chair, Chief Executive and President...................................................... 17
22....... Directors’ expenses..................................................................................................... 18
23....... Appointment and removal of alternate directors......................................................... 18
24....... Rights and responsibilities of alternate directors........................................................ 19
25....... Termination of alternate directorship........................................................................... 20
26....... Secretary...................................................................................................................... 20
27....... Applications for membership....................................................................................... 20
28....... Classes of membership............................................................................................... 21
29....... Termination of membership......................................................................................... 22
30....... Expulsion of member................................................................................................... 22
31....... Transfer of membership.............................................................................................. 23
32....... Annual general meetings............................................................................................. 23
33....... General meetings........................................................................................................ 24
34....... Quorum for general meetings...................................................................................... 24
35....... Voting: general............................................................................................................. 25
36....... Poll votes..................................................................................................................... 25
37....... Content of proxy notices.............................................................................................. 26
38....... Service of notices and other documents..................................................................... 26
39....... Indemnity..................................................................................................................... 27
40....... Insurance..................................................................................................................... 29
Schedule 1 Rights of Members............................................................................................... 30
INTRODUCTION
- Definitions and interpretation
- In these articles, unless the context requires otherwise:
“alternate” or “alternate director” has the meaning given in article 23;
“appointor” has the meaning given in article 23;
- “articles” means the company’s articles of association for the time being in force;
- “Associate Member” means any person who from time to time holds an Associate Membership;
- “Associate Membership” means membership with the rights set out in paragraph 2 of Schedule 1;
- “business day” means any day (other than a Saturday, Sunday or public holiday in England) on which clearing banks in the City of London are ordinarily open for the transaction of general banking business;
“CA 2006” means the Companies Act 2006;
- “clear days” excludes the date on which a notice is given and the date on which the notice period expires;
- “Code of Conduct” means the code of conduct of the company as formulated and approved by the directors from time to time in accordance with article 15;
- “Companies Acts” means the Companies Acts (as defined in section 2 CA 2006), in so far as they apply to the company;
- “Conflict” has the meaning given in article 13.1;
- “Development Tour Member” means any person who from time to time holds a Development Tour Membership;
- “Development Tour Membership” means membership with the rights set out in paragraph 3 of Schedule 1;
- “DRA” means the Darts Regulation Authority, a company limited by guarantee with registered office address at 17-19 Station Road West, Oxted, Surrey, England, RH8 9EE and company number 04509423;
- “eligible director” means a director who would be entitled to vote on the matter at a meeting of directors (but excluding any director whose vote is not counted in respect of the particular matter);
- “European Tour Member” means any person who from time to time holds a European Tour Membership;
- “European Tour Membership” means membership with the rights set out in paragraph 5 of Schedule 1;
- “Full Member” means any person who from time to time holds a Full Membership;
- “Full Membership” means either Tour Card Membership or Honorary Membership, and also includes any director of the company whilst he is in office;
- “holding company” has the meaning in section 1159 CA 2006;
- “Honorary Member” means any person who from time to time holds an Honorary Membership;
- “Honorary Membership” means membership with the rights set out in paragraph 6 of Schedule 1;
- “member” means any Full Member, Associate Member, Development Tour Member, European Tour Member or Women’s Series Member;
- “Membership Commencement Date” means 4 January;
- “Membership Fee” means such amount as is set out in Schedule 1;
- “Membership Levy” means a percentage amount deducted from any and all prize money or other tournament winnings received by any player in any PDC darts tournament or competition. The membership levy is 2 percent, or such amount as may be determined by the directors from time to time;
- “Model Articles” means the model articles for private companies limited by guarantee contained in Schedule 2 of The Companies (Model Articles) Regulations 2008 (SI 2008/3229) as amended prior to the date of adoption of these articles and reference to a numbered Model Article is a reference to that article of the Model Articles; and
- “PDC” means The Professional Darts Corporation Limited, a private limited company with registered office address at Mascalls, Mascalls Lane, Great Warley, Brentwood, Essex, CM14 5LJ and company number 03473679;
- “PDC Order of Merit Rules” means the order of merit rules published by the PDC as updated, revised, or otherwise amended from time to time ;
- “Qualifying School” means the PDC Qualifying Schools event normally held in January of each calendar year and includes the PDC UK Qualifying School and the PDC European Qualifying School;
“qualifying person” has the meaning given in article 34.3; and
- “relevant officer” means any director or other officer or former director or other officer of the company, but excluding in each case any person engaged by the company as auditor (whether or not that person is also a director or other officer), to the extent that person acts in their capacity as auditor;
- “subsidiary” has the meaning given in section 1159 CA 2006; and
- “Tour Card Member” means any person who from time to time holds a Tour Card Membership;
- “Tour Card Membership” means membership with the rights set out in paragraph 1 of Schedule 1;
- “Trans and Gender Diverse Policy” means the policy of that or a similar name as adopted by the DRA from time to time;
- “Women’s Series Member” means any person who from time to time holds a Women’s Series Membership; and
- “Women’s Series Membership” means membership with the rights set out in paragraph 4 of Schedule 1.
- Model Article 1 is amended by:
- the deletion of the words, ““chairman” has the meaning given in article 12” and the insertion of the words, ““chair” has the meaning given in article 12” in their place; and
- the deletion of the words, ““chairman of the meeting” has the meaning given in article 25” and the insertion of the words, ““chair of the meeting” has the meaning given in article 25” in their place,
- Model Article 1 is amended by:
and all other occurrences in the Model Articles of the word “chairman” are deleted and the word “chair” inserted in their place.
- Save as otherwise specifically provided in these articles, words and expressions which have particular meanings in the Model Articles have the same meanings in these articles, subject to which and unless the context otherwise requires, words or expressions which have particular meanings in the CA 2006 have the same meanings in these articles. The final paragraph of Model Article 1 shall not apply to the company.
- Headings in these articles are used for convenience only and shall not affect the construction or interpretation of these articles.
- A reference in these articles to an “article” is a reference to the relevant article of these articles unless expressly provided otherwise.
- Unless expressly provided otherwise, a reference to a legislation, a legislative provision or subordinate legislation is a reference to it as it is in force from time to time, taking account of:
- any subordinate legislation made under it, whether before or after the date of adoption of these articles; and
- any amendment or re-enactment, whether before or after the date of adoption of these articles and includes any legislation, legislative provision or subordinate legislation which it amends or re-enacts.
This article 1.6 shall not apply to the definition of Model Articles in article 1.1
- Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
- Where the context permits, “other” and “otherwise” are illustrative and shall not limit the sense of the words preceding them.
- Any words importing the singular include the plural and vice versa and words importing any gender include the other genders.
- The Model Articles apply to the company, except in so far as they are modified or excluded by these Articles.
- Articles 2, 6, 8, 9(1) and (3), 11(2) and (3), 13, 14(1), (2), (3) (4) and (5), 15, 17, 18, 19(5), 21, 22, 30(2), 35, 38 and 39 of the Model Articles do not apply to the company.
- Any dispute regarding the interpretation of these articles or arising in a matter where these articles are silent shall be referred to the directors and, its decision upon any matter of interpretation shall be final.
DIRECTORS
- Directors’ general authority
- Subject to the articles, the directors are responsible for the management of the company’s business in accordance with its objects, for which purpose they may exercise all the powers of the company.
- Directors to take decisions collectively
The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 8.
- Unanimous decisions
- A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter.
- Such a decision may take the form of a resolution in writing, where each eligible director has signed one or more copies of it or to which each eligible director has otherwise indicated agreement in writing.
- A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.
- Calling a directors’ meeting
- Any director may call a directors’ meeting by giving not less than seven days’ notice of the meeting (or such lesser notice as all the directors may agree) to the directors or by authorising the company secretary (if any) to give such notice.
- Notice of a directors’ meeting shall be given to each director in writing.
- Quorum for directors’ meetings
- Subject to article 10.2, the quorum for the transaction of business at a meeting of directors is any three eligible directors.
- For the purposes of any meeting (or part of a meeting) held pursuant to article 13 to authorise a director’s conflict, if there is only one director in office besides the conflicted director(s), the quorum for such meeting (or part of a meeting) shall be one eligible director.
- 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:
- to appoint further directors; or
- to call a general meeting so as to enable the members to appoint further directors.
- Casting vote
- If the numbers of votes for and against a proposal at a meeting of directors are equal, the chair or other director chairing the meeting has a casting vote.
- Article 11.1 shall not apply in respect of a particular meeting (or part of a meeting) if, in accordance with the articles, the chair or other director is not an eligible director for the purposes of that meeting (or part of a meeting).
- Transactions or other arrangements with the company
- Provided the director has declared the nature and extent of any interest in accordance with the CA 2006 (unless any of sections 177(5) and 177(6) or sections 182(5) and 182(6) CA 2006 apply, in which case no disclosure is required), a director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the company:
- 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;
- may act by themselves or their firm in a professional capacity for the company (otherwise than as auditor) and they or their firm shall be entitled to remuneration for professional services as if they were not a director;
- 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 promoted by the company or in which the company is otherwise (directly or indirectly) interested;
- shall not, save as the director may otherwise agree, be accountable to the company for any benefit which the director (or a person connected with them (as defined in section 252 CA 2006)) derives from any contract, transaction or arrangement or from any office or employment or from any interest in any body corporate which the director is permitted to hold or enter into by virtue of articles 12.1.1, 12.1.2or 12.1.3 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 duty under section 176 CA 2006;
- shall, subject to article 13.1, be an eligible director for the purposes of any proposed decision of the directors (or committee of directors) and shall be entitled to vote at a meeting of directors (or of a committee of the directors) or participate in any unanimous decision on any matter referred to in articles 12.1.1 to 12.1.4 (inclusive) or on any resolution which in any way concerns or relates to a matter in which the director has, directly or indirectly, any kind of interest whatsoever and if the director votes on any such resolution thats vote shall be counted.
- For the purposes of this article 12 and article 13, references to proposed decisions and decision-making processes include any directors’ meeting or part of a directors’ meeting.
- Provided the director has declared the nature and extent of any interest in accordance with the CA 2006 (unless any of sections 177(5) and 177(6) or sections 182(5) and 182(6) CA 2006 apply, in which case no disclosure is required), a director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the company:
- Conflicts of interest
- For the purposes of section 175 CA 2006, the directors may authorise any matter proposed to them in accordance with these articles which would, if not so authorised, involve a breach of duty by a director under that section, including, without limitation, any matter which relates to a situation in which a director has, or can have, a direct or indirect interest which conflicts, or possibly may conflict, with the interests of the company (a “Conflict”). Any such authorisation will be effective only if:
- any requirement as to quorum at the meeting at which the matter is considered is met without counting the director in question or any other interested director; and
- the matter was agreed to without their voting or would have been agreed to if their votes had not been counted.
- For the purposes of section 175 CA 2006, the directors may authorise any matter proposed to them in accordance with these articles which would, if not so authorised, involve a breach of duty by a director under that section, including, without limitation, any matter which relates to a situation in which a director has, or can have, a direct or indirect interest which conflicts, or possibly may conflict, with the interests of the company (a “Conflict”). Any such authorisation will be effective only if:
The directors may (whether at the time of the giving of the authorisation or subsequently) make any such authorisation subject to any limits or conditions they may expressly impose but such authorisation is otherwise given to the fullest extent permitted. The directors may vary or terminate any such authorisation at any time, but this will not affect anything done by the director in question prior to such variation or termination, in accordance with the terms of such authorisation.
For the purposes of these articles, a conflict of interest includes a conflict of interest and duty and a conflict of duties, and interest includes both direct and indirect interests.
- A director shall be under no duty to the company with respect to any information which such director obtains or has obtained otherwise than as a director of the company and in respect of which the director owes a duty of confidentiality to another person. However, to the extent that the director’s relationship with that other person gives rise to a Conflict, this article applies only if the existence of that relationship has been authorised by the directors pursuant to 13.1. In particular, the director shall not be in breach of the general duties owed to the company by virtue of sections 171 to 177 CA 2006 (inclusive) because the director fails:
- to disclose any such information to the board or to any director or other officer or employee of the company; and/or
- to use or apply any such information in performing their duties as a director of the company.
- Where the existence of a director’s relationship with another person has been authorised by the directors pursuant to article 13.1 and the director’s relationship with that person gives rise to a Conflict, the director shall not be in breach of the general duties owed to the company by virtue of sections 171 to 177 CA 2006 (inclusive)because the director:
- is absent from meetings of the board at which any matter relating to the Conflict will or may be discussed or from the discussion of any such matter at a meeting or otherwise; and/or
- makes arrangements not to receive documents and information relating to any matter which gives rise to the Conflict sent or supplied by the company and/or for such documents and information to be received and read by a professional adviser,
for so long as the director reasonably believes such Conflict subsists.
- The provisions of articles 13.2 and 13.3 are without prejudice to any equitable principle or rule of law which may excuse the director from:
- disclosing information, in circumstances where disclosure would otherwise be required under these articles; or
- attending meetings or discussions or receiving documents and information as referred to in article 13.3in circumstances where such attendance or receipt of such documents and information would otherwise be required under these articles.
- 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 the director derives from or in connection with a relationship involving a Conflict which has been authorised by the directors pursuant to article 13.1 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.
Unless otherwise determined by ordinary resolution, the number of directors (other than alternate directors) shall not be more than six and shall not be less than three.
- Methods of appointing directors
- Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director by ordinary resolution passed at a general meeting, including any ordinary resolution relating to the re-election of a director.
- Each director shall serve an initial term of three years, commencing on the effective date of their appointment.
- In any case where, as a result of death, the company has no members and no directors, the personal representatives(s) of the last member to have died have the right, by notice in writing, to appoint a natural person, who is willing to act and is permitted to do so, to be a director.
- For the purposes of article 17.1, where two or more members die in circumstances rendering it uncertain who was the last to die, a younger member is deemed to have survived an older member.
- Termination of director’s appointment
- A person ceases to be a director as soon as:
- that person ceases to be a member of the company;
- that person ceases to be a director by virtue of any provision of the CA 2006 or is prohibited from being a director by law;
- that person is convicted of a criminal offence (other than a minor motoring offence) and a majority of the other directors resolve that such person ceases to be a director;
- a bankruptcy order is made against that person;
- an arrangement or composition is made with that person’s creditors generally in satisfaction of that person’s debts;
- a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
- that person is absent without the permission of a majority of the other directors from all of their meetings held within a period of six consecutive months and a majority of the other directors resolve that that person’s office be vacated;
- that person is removed by unanimous vote of the other directors; or
- notification in writing is received by the company from the director that the director is resigning from office as director, and such resignation has taken effect in accordance with its terms.
- A person ceases to be a director as soon as:
- Majority power to appoint and remove directors
- In addition to the means of appointment and termination of appointment of directors in articles 17 and 18respectively, and without prejudice to the powers of the company under section 168 CA 2006 to remove a director by ordinary resolution, the members for the time being together holding a simple majority of voting rights in the company may at any time and from time to time:
- appoint any one or more persons who are so willing to act as a director or directors of the company, whether as additional or replacement director(s); and
- remove any director (whether appointed pursuant to article 17, article 19.1.1 or otherwise) from office,
- In addition to the means of appointment and termination of appointment of directors in articles 17 and 18respectively, and without prejudice to the powers of the company under section 168 CA 2006 to remove a director by ordinary resolution, the members for the time being together holding a simple majority of voting rights in the company may at any time and from time to time:
in each case, by notice in writing to the company, signed by or on behalf of the members making such appointment or effecting such removal.
- An appointment or removal under article 19.1 takes effect from the time that the notice is left at, or otherwise delivered to the company’s registered office, or at such later time (if any) specified in that notice.
- In article 19.1, reference to the members together holding a simple majority of voting rights in the company is reference to members holding a simple majority of the total voting rights of members who would have been entitled to vote on the matter had it been proposed as a resolution of the members.
in relation to the taking of decisions by the directors in the absence of the alternate’s appointor.
- Any appointment or removal of an alternate must be affected by notice in writing to the company (marked for the attention of the chair or company secretary (if any)) signed by the appointor, or in any other manner approved by the directors.
- The notice must:
- identify the proposed alternate; and
- in the case of a notice of appointment, contain a statement signed by the proposed alternate that the proposed alternate is willing to act as the alternate of the director giving the notice.
and, in particular (without limitation), each alternate director shall be entitled to receive notice of all meetings of directors and of all meetings of committees of directors of which the alternate’s appointor is a member.
- A person who is an alternate director but not, in the absence of such appointment, a director:
- may be counted as participating for the purposes of determining whether a quorum is present (but only if that person’s appointor is not participating);
- may participate in a unanimous decision of the directors (but only if the alternate’s appointor is an eligible director in relation to that decision, but does not participate); and
- shall not be counted as more than one director for the purposes of articles 24.3.1 and 24.3.2.
- A director who is also an alternate director is entitled, in the absence of the director’s appointor, to a separate vote on behalf of the appointor, in addition to the director’s own vote on any decision of the directors (provided that the appointor is an eligible director in relation to that decision) but shall not count as more than one director for the purposes of determining whether a quorum is present.
- An alternate director is not entitled to receive any remuneration from the company for serving as an alternate director except such part of the alternate’s appointor’s remuneration as the appointor may direct by notice in writing made to the company.
The directors may appoint any person who is willing to act as the secretary for such term, at such remuneration and upon such conditions as they may think fit and from time to time remove such person and, if the directors so decide, appoint a replacement, in each case by a decision of the directors.
MEMBERS
- Applications for membership
- Membership of the company is granted for a single 12-month period commencing each year on the Membership Commencement Date.
- No person shall become a member of the company unless:
- that person is at least 16 years old;
- that person has completed and delivered to the company an application for membership in a form approved by the directors from time to time;
- that person has satisfactorily completed the relevant tour card induction programme; and
- the directors have approved the application.
- The directors may in their absolute discretion decline to accept any application for membership, but they need not give reasons for doing so.
- A letter shall be sent to each successful applicant confirming their membership of the company and the details of each successful applicant shall be entered into the register of members.
- The directors shall notify in writing any applicant whose application for membership is not approved by them but they shall not be bound to give any reason for such non-approval.
- The directors may prescribe criteria for membership of the company but shall not be obliged to accept persons fulfilling those criteria as members.
- All members are required to pay to the company:
- on becoming a member the relevant Membership Fee to the company, in accordance with these articles, any rules, and any bye-laws in place under article 15 from time to time; and
- At such relevant time or times the Membership Levy, which is deducted automatically by the PDC from a player’s tournament prize money at the point so determined by the PDC and paid over to the company accordingly.
- Classes of membership
- The company shall have the following classes of members:
- tour card members;
- associate members;
- development tour members;
- european tour members;
- women’s series members; and
- honorary members,
- The company shall have the following classes of members:
and the rights and obligations of each category of members shall be as set out in Schedule 1.
- All members shall be entitled to receive notice of, attend, and speak at a general meeting of the members of the company.
- Only Full Members at the date on which the notice of general meeting is despatched shall be entitled to vote at a general meeting of the members of the company.
If a member’s membership is terminated, the member shall be removed from the register of members of the company.
- The notice to the member must give the member the opportunity to be heard in writing or in person as to why their membership should not be terminated. The directors must consider any representations made by the member and inform the member of their decision following such consideration. There shall be no right to appeal from a decision of the directors to terminate the membership of a member.
- A member whose membership is terminated under this article shall not be entitled to a refund of any subscription or membership fee and shall remain liable to pay to the company any subscription or other sum owed by the member.
Membership is not transferable.
- Annual general meetings
- The company shall in each year hold 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 the notice convening the same. Not more than fifteen months shall elapse between the date of one annual general meeting of the company and that of the next. The annual general meeting shall be held at such time and place as the directors shall decide.
- The business of an annual general meeting shall comprise:
- the consideration of the report and accounts of the company presented by the directors;
- the election, if any, of any further directors to the board;
- the re-appointment of directors to the board in accordance with article 20;
- the appointment and fixing of remuneration of the auditor or auditors of the company;
- the fixing of annual subscriptions, if any;
- such other business as may be specified in the notice convening the meeting as the directors may decide.
- General meetings
- The directors may convene a general meeting of the company on at least 21 clear days’ notice.
- Without prejudice to the CA 2006 and any other applicable law, the directors may, whenever they think necessary or convenient, convene a meeting and a meeting shall also be convened as soon as reasonably practicable upon the written requisition of no less than twenty per. cent of the Full Members. If the directors do not, within 21 clear days from the date of the deposit of such requisition, proceed to duly convene a meeting then the Full Members making such requisition may convene a meeting, but such meeting shall not be held after the expiration of three months from the date of the delivery of the original requisition to the company.
- Quorum for general meetings
- If the company has only one member, one qualifying person present at a meeting is a quorum.
- If the company has more than one member, four qualifying persons present at a meeting are a quorum, unless each is a representative of a corporation or each is appointed as proxy of a member and they are representatives of the same corporation or are proxies of the same member.
- For the purposes of these articles, a “qualifying person” is:
- an individual who is at least 16 years old and who is a member of the company;
- a person authorised to act as the representative of a corporation in relation to the meeting; or
- a person appointed as proxy of a member (such member being at least 16 years old) in relation to the meeting.
- If a quorum is not present within 15 minutes (or such longer time not exceeding one hour as the chair may decide to wait) from the time appointed for the meeting, the meeting, if convened on the requisition of or by the members shall be dissolved. In any other case, the meeting shall stand adjourned to such time, date and place as the directors may, subject to the provisions of the CA 2006, determine. If at the adjourned meeting a quorum is not present within 15 minutes after the time appointed for the holding of the meeting, the meeting shall be dissolved.
- Voting: general
- No member shall be entitled to vote at any general meeting unless all moneys presently payable by that member to the company have been paid.
- Poll votes
- A poll may be demanded at a general meeting by:
- the chair of the meeting;
- the directors;
- two or more persons having the right to vote on the resolution; or
- a person or persons representing not less than one tenth of the total voting rights of all the members having the right to vote on the resolution.
- Article 30(3) of the Model Articles is amended by the insertion of the words “A demand so withdrawn shall not invalidate the result of a show of hands declared before the demand was made” as a new paragraph at the end of that article.
- A poll may be demanded at a general meeting by:
- Content of proxy notices
- Article 31(1)(d) of the Model Articles is deleted and replaced with the words “is delivered to the company in accordance with the Articles not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in accordance with any instructions contained in the notice of the general meeting (or adjourned meeting) to which they relate”.
- Article 31(1) of the Model Articles is amended by the insertion of the words “and a proxy notice which is not delivered in such manner shall be invalid unless the directors, in their discretion, accept the notice at any time before the meeting” as a new paragraph at the end of that article.
ADMINISTRATIVE ARRANGEMENTS
- Service of notices and other documents
- Subject to articles 38.2 and 38.3, any notice, document or other information shall be deemed served on, or delivered to, the intended recipient:
- if delivered by hand, on signature of a delivery receipt or at the time the notice, document or other information is left at the address; or
- if sent by fax, at the time of transmission; or
- if sent by pre-paid United Kingdom first class post, Signed For recorded delivery or Special Delivery Guaranteed to an address in the United Kingdom, at 9.00 am on the second business day after posting; or
- if sent by pre-paid international airmail to an address outside the country from which it is sent, at 9.00 am on the fifth business day after posting; or
- if sent by reputable international overnight courier to an address outside the country from which it is sent, on signature of a delivery receipt; or
- if sent or supplied by e-mail, one hour after the notice, document or information was sent or supplied; or
- if sent or supplied by means of a website, when the material is first made available on the website or (if later) when the recipient receives (or is deemed to have received) notice of the fact that the material is available on the website; and
- if deemed receipt under the previous paragraphs of this article 38.1 would occur outside business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of deemed receipt), at 9.00 am on the day when business next starts in the place of deemed receipt. For the purposes of this article, all references to time are to local time in the place of deemed receipt.
- To prove service, it is sufficient to prove that:
- if delivered by hand or by reputable international overnight courier, the notice was delivered to the correct address; or
- if sent by fax, a transmission report was received confirming that the notice was successfully transmitted to the correct fax number; or
- if sent by post or by international airmail, the envelope containing the notice was properly addressed, paid for and posted; or
- if sent by e-mail, the notice was properly addressed and sent to the e-mail address of the recipient.
- In proving that any notice, document or other information was properly addressed, it shall be sufficient to show that the notice, document or other information was addressed to an address permitted for the purpose by the CA 2006.
- Subject to articles 38.2 and 38.3, any notice, document or other information shall be deemed served on, or delivered to, the intended recipient:
- Indemnity
- Subject to the provisions of, and so far as may be consistent with, the Companies Acts and any other provision of law, but without prejudice to any indemnity to which a relevant officer may otherwise be entitled, the company shall indemnify every relevant officer out of the company’s assets against all costs, charges, losses, expenses and liabilities incurred by such person as a relevant officer in the actual or purported execution and/or discharge of their duties and/or the actual or purported exercise of their powers and/or otherwise in relation to or in connection with their duties, powers or office, including (without prejudice to the generality of the foregoing) any liability incurred by such person in relation to any proceedings (whether civil or criminal) or any regulatory investigation or action which relate to anything done or omitted or alleged to have been done or omitted by such person as a relevant officerprovided that, in the case of any director, any such indemnity shall not apply to any liability of that director:
- to the company;
- to pay any fine imposed in criminal proceedings or any sum payable to a regulatory authority by way of penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or
- incurred:
- in defending any criminal proceedings in which the director is convicted or any civil proceedings brought by the company, in which judgment is given against the director; or
- in connection with any application under any statute for relief from liability in respect of any such act or omission in which the court refuses to grant the director relief,
- Subject to the provisions of, and so far as may be consistent with, the Companies Acts and any other provision of law, but without prejudice to any indemnity to which a relevant officer may otherwise be entitled, the company shall indemnify every relevant officer out of the company’s assets against all costs, charges, losses, expenses and liabilities incurred by such person as a relevant officer in the actual or purported execution and/or discharge of their duties and/or the actual or purported exercise of their powers and/or otherwise in relation to or in connection with their duties, powers or office, including (without prejudice to the generality of the foregoing) any liability incurred by such person in relation to any proceedings (whether civil or criminal) or any regulatory investigation or action which relate to anything done or omitted or alleged to have been done or omitted by such person as a relevant officerprovided that, in the case of any director, any such indemnity shall not apply to any liability of that director:
in each case where the conviction, judgment or refusal of relief by the court is final within the meaning stated in section 234(5) CA 2006.
- Subject to the provisions of, and so far as may be consistent with, the Companies Acts and any other provision of law, every director may be entitled to have funds provided to them by the company to meet expenditure incurred or to be incurred in any proceedings (whether civil or criminal), investigation or action brought by any party which relate to anything done or omitted or alleged to have been done or omitted by them as a director, provided that such amounts shall be obliged to be repaid no later than:
- in the event of a conviction in proceedings, the date when the conviction becomes final;
- in the event of judgment being given against the director in proceedings, the date when the judgment becomes final; or
- in the event of the court refusing to grant the director relief on any application under any statute for relief from liability, the date when refusal becomes final;
in each case where the conviction, judgment or refusal of relief by the court is final within the meaning stated in section 234(5) CA 2006.
- Insurance
- The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant officer in respect of any relevant loss.
- In this article a “relevant loss” means any loss or liability which has been or may be incurred by a relevant officer in connection with that relevant officer’s duties or powers in relation to the company.
- Rights of Members
- Tour Card Members
- Any person who is ranked in the top 64 places of the PDC order of merit (in accordance with the PDC Order of Merit Rules) on the Membership Commencement Date.
- Any person who is ranked outside of the top 64 places of the PDC order of merit (in accordance with the PDC Order of Merit Rules) on the Membership Commencement Date but who has returned for the second year of their tour card.
- Any person who is a secondary tour winner or who has qualified for a tour card via Qualifying School.
- Tour Card Membership is limited to 128 persons.
- The Membership Fee for Tour Card Members is £500.
- Associate Members
- Any Person who has attended Qualifying School but has failed to win a tour card for the relevant season.
- The Membership Fee for Tour Card Members is £400.
- Where an Associate Member later qualifies as a Tour Card Member there is an additional Membership Fee of £100 to be paid to the Company, so that the total Membership Fee paid by that person is £500.
- Development Tour Members
- Any person who would otherwise qualify as a Tour Card Member or Associate Member and who is no more than 23 years old on the Membership Commencement Date.
- Application for Development Tour Membership is accepted on the express condition that where said person is under the age of 18, they will be accepted for Development Tour Membership only on the assumption they are aware of licensing laws. The Company accepts no responsibility should any Development Tour Member fail to adhere to current licensing laws.
- A person shall become eligible for Development Tour Membership upon their 16th birthday.
- There is no Membership Fee for Development Tour Members.
- Women’s Series Members
- Any person who has not otherwise qualified as a Tour Card Member, Associate Member, or Development Tour Member and who is female (as determined or described in accordance with the Trans and Gender Diverse Policy) on the Membership Commencement Date.
- There is no Membership Fee for Women’s Series Members.
- European Tour Members
- Any Person who is of the appropriate nationality and who competes in a Host Nation Qualifier, the Nordic & Baltic Qualifier or the East Europe Qualifier (each as determined by reference to the PDC Order of Merit Rules) and who did not take part in that year’s Qualifying School.
- Honorary Members
- Honorary Membership is awarded entirely at the discretion of the board of directors of the PDPA to any player, whether past or present, in recognition of their service to darts.
- There is no Membership Fee for Honorary Members.
- Honorary Members may participate in PDPA or PDC events only if they have signed the current PDC player’s contract. Honorary Members who have not signed are ineligible to enter events and are classified as non-playing members. Non-playing members automatically relinquish all PDPA voting rights, unless on the Board.
- An alternate director may act as alternate director to more than one director and has the same rights in relation to any decision of the directors as the alternate’s appointor.
- Except as the articles specify otherwise, alternate directors:
- are deemed for all purposes to be directors;
- are liable for their own acts and omissions;
- are subject to the same restrictions as their appointors; and
- are not deemed to be agents of or for their appointors,