THE COMPANIES ACT

Amended by Special Resolution of the Voting Members on 22nd April 2023

THE COMPANIES ACT 2006
___________________________________________
PRIVATE COMPANY LIMITED BY GUARANTEE
___________________________________________
ARTICLES OF ASSOCIATION
of
ELLISWICK LAWN TENNIS CLUB LIMITED

Table of Contents
1. Defined Terms…………………………………………………………………………………….3
2. Objects………………………………………………………………………………………………6
3. Powers ………………………………………………………………………………………………7
4. Liability of Members …………………………………………………………………………….8
5. Directors’ General Authority…………………………………………………………………..9
6. Directors May Delegate………………………………………………………………………..9
7. Committees………………………………………………………………………………………..9
8. Directors to Take Decisions Collectively………………………………………………..10
9. Unanimous Decisions…………………………………………………………………………10
10. Calling a Meeting of the Board …………………………………………………………….10
11. Participation in Meetings of the Board …………………………………………………..11
12. Composition of the Board and Quorum …………………………………………………12
13. Chairing of Meetings of the Board ………………………………………………………..12
14. Casting Vote……………………………………………………………………………………..12
15. Conflicts of Interest…………………………………………………………………………….12
16. Records of Decisions to be Kept ………………………………………………………….14
17. Methods of Appointing Directors…………………………………………………………..14
18. Termination of Director’s Appointment…………………………………………………..16
19. Directors’ Remuneration……………………………………………………………………..17
20. President………………………………………………………………………………………….17
21. Chair ……………………………………………………………………………………………….17
22. Secretary………………………………………………………………………………………….18
23. Treasurer………………………………………………………………………………………….18
24. Men’s and Ladies’ Captains ………………………………………………………………..18
25. Elected Directors……………………………………………………………………………….19
26. Elections ………………………………………………………………………………………….19
27. Casual Vacancies………………………………………………………………………………20
28. Applications for Membership ……………………………………………………………….20
29. Conditions of Membership…………………………………………………………………..21
30. Categories of Membership ………………………………………………………………….21
31. Termination of Membership…………………………………………………………………22
32. Annual General Meetings ……………………………………………………………………24
33. Notice of General Meetings …………………………………………………………………25
34. Resolutions and General Meetings……………………………………………………….25
35. Attendance and Speaking at General Meetings………………………………………25
36. Quorum for General Meetings ……………………………………………………………..26
37. Chairing General Meetings………………………………………………………………….26
38. Attendance and Speaking by Directors and Non-Members ………………………27
39. Adjournment……………………………………………………………………………………..27
40. Voting: General …………………………………………………………………………………28
41. Errors and Disputes……………………………………………………………………………28
42. Poll Votes…………………………………………………………………………………………28
43. Content of Proxy Notices…………………………………………………………………….29
44. Delivery of Proxy Notices ……………………………………………………………………30
45. Amendments to Resolutions………………………………………………………………..31
46. Means of Communication to be Used……………………………………………………31
47. No Right to Inspect Accounts and Other Records……………………………………32
48. Indemnity………………………………………………………………………………………….32
49. Insurance …………………………………………………………………………………………32
50. Finance ……………………………………………………………………………………………32
51. Borrowing…………………………………………………………………………………………33
52. Bye-laws ………………………………………………………………………………………….33
53. Minutes ……………………………………………………………………………………………34
54. Dissolution………………………………………………………………………………………..34

THE COMPANIES ACT 2006
________________________________________
PRIVATE COMPANY LIMITED BY GUARANTEE
_________________________________________
ARTICLES OF ASSOCIATION
– of –
ELLISWICK LAWN TENNIS CLUB LIMITED
__________________________________________
DETAILS, INTERPRETATION AND LIMITATION OF LIABILITY

1. Defined Terms
In these Articles, unless the context requires otherwise:
2006 Act means the Companies Act 2006 as modified by statute or re-enacted from
time to time.
Articles means these articles of association, as may be amended from time to time.
bankruptcy includes individual insolvency proceedings in a jurisdiction other than
England and Wales or Northern Ireland which have an effect similar to that of
bankruptcy.
Board means the board of directors of the Club established from time to time in
accordance with Article 17, the members of which are the directors of the Club for the purposes of the 2006 Act.
Bye-law means any Bye-law from time to time in force which has been duly made by
the Board pursuant to these Articles.
CASC legislation means Part 13 Chapter 9 Corporation Tax Act 2010, the
Community Amateur Sports Clubs Regulations 2015 and any subsequent legislation
of substantially the same effect.

Chair means the person elected from time to time in accordance with these Articles
as the chair of the Club.
Committee means the body charged with the management of the Club comprising
the directors and members nominated by the directors to serve on the Committee.
clear days means a period of days exclusive of the day on which the notice is served
and of the day for which it is given.
Club means the above named company.
director means a director of the Club, and includes any person occupying the
position of director, by whatever name called but not a member of the Committee
who is not elected as a director.
document includes, unless otherwise specified, any document sent or supplied in
electronic form.
Elected Director means a director nominated by the Board for election in accordance
with Article 17.2.9.
electronic form has the meaning given in Section 1168 of the 2006 Act.
Games means the games of tennis and table tennis and any other sports for which
the LTA is the governing body.
general meeting means an annual general meeting or other general meeting of the
Club.
hard copy form has the meaning given in Section 1168 of the 2006 Act.
HLTA means Hertfordshire Lawn Tennis Association.
LTA means Lawn Tennis Association Limited (the governing body of tennis within
Great Britain, the Channel Islands and the Isle of Man), a private company limited by guarantee with registered number 07459469 and whose registered address is The
National Tennis Centre, 100 Priory Lane, Roehampton, London SW15 5JQ and its
subsidiaries or such successor entity or entities as become(s) the governing body of
the game of tennis within Great Britain, the Channel Islands and the Isle of Man from time to time.

LTA Disciplinary Code means the disciplinary code of the LTA in force from time to
time.
LTA Rules means the rules of the LTA as in force from time to time.
members means the persons admitted to the membership of the Club in accordance
with Article 28 and any Bye-laws from time to time in force.
Membership Secretary means a member of the Committee nominated by the Board
with responsibility for admitting members to the Club in accordance with these
Articles.
Non-Voting Members means all members of the Club other than the Voting
Members and who shall not be members for the purposes of the 2006 Act.
Objects means the objects of the Club as set out in Article 2
ordinary resolution has the meaning given in Section 282 of the 2006 Act.
participate has, in relation to a directors’ meeting, the meaning given in Article 11.
Powers means the powers of the Club as set out in Article 3.
President means the person from time to time elected in accordance with these
Articles as the president of the Club.
proxy notice has the meaning given in Article 43.1.
Secretary means secretary of the Club appointed from time to time in accordance
with these Articles.
special resolution has the meaning given in Section 283 of the 2006 Act.
subsidiary has the meaning given in Section 1159 of the 2006 Act.
Treasurer means the treasurer of the Club appointed from time to time in accordance
with these Articles.
Voting Members means the members of the Club who, under these Articles, are
entitled to receive notice of, attend and vote at general meetings and who are
members of the Club for the purposes of the 2006 Act.

writing means the representation or reproduction of words, symbols or other
information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.
1.1 Unless the context otherwise requires, other words or expressions contained in these Articles bear the same meaning as in the 2006 Act.
1.2 Words importing the singular number shall include the plural number and vice versa.
Words importing gender shall include all genders. Words importing persons shall
include corporations.
1.3 For the purposes of Section 20 of the 2006 Act, the relevant model articles shall be deemed to have been excluded fully and replaced with the provisions of these
Articles.

2. Objects
The objects for which the Club is established (Objects) are:
2.1 To acquire and undertake all properties and liabilities and to carry out the powers, obligations, duties and general objects of the present unincorporated association known as Elliswick Lawn Tennis Club and to indemnify Elliswick Lawn Tennis Club,
its officers, members, and members of any of its sub-committees against all costs,
claims, demands, actions and proceedings relating to the assets and undertaking of
Elliswick Lawn Tennis Club and in respect of all liabilities, obligations and
commitments (whether legally binding or not) of Elliswick Lawn Tennis Club and also in respect of the costs and expenses and outgoings from or attributable to the transfer of assets and undertaking;
2.2 principally to provide facilities for and generally to promote, encourage and facilitate the playing of the Games in the area of Harpenden and amongst the community;
2.3 to provide and maintain Club premises at the corner of Browning Road and Elliswick Road Harpenden, or such other premises as the Club in a general meeting (by special resolution) may decide, and Club-owned tennis equipment for the use of its members (without discrimination);
2.4 to provide other ordinary benefits of an amateur sports club as set out in the CASC legislation including without limitation provision of suitably qualified coaches,
coaching courses, insurance, medical treatment and post-match refreshments;
2.5 to obtain funding for the activities of the Club by collecting entrance fees, membership subscriptions and such other funding as the Board shall consider appropriate;
2.6 to promote the Games within the Club;
2.7 to sell or supply food and/or drink and provide other activities as a social adjunct to the sporting purposes of the Club;
2.8 to take and retain membership of the HLTA (and by doing so become and remain registered as an associate of the LTA) and to comply with and uphold the LTA Rules and the LTA Disciplinary Code and the rules and regulations of any body to which the LTA is registered or affiliated;
2.9 to acquire, establish, own, operate and turn to account in any way for the members’ benefit the tennis court facilities of the Club together with buildings and easements, fixtures and fittings and accessories as shall be thought advisable;
2.10 subject to the LTA Rules and the LTA Disciplinary Code and the LTA’s wider
jurisdiction, to make rules, regulations, bye-laws and standing orders concerning the
operation of the Club including without limitation regulations concerning disciplinary procedures that may be taken against the members;
2.11 subject to the LTA Rules and the LTA Disciplinary Code and the LTA’s wider
jurisdiction, to discipline the members where permitted by these Articles and the Byelaws and to refer its members to be disciplined by the LTA or the HLTA (as
appropriate) where so required by the LTA Rules, the LTA Disciplinary Code and the
LTA’s wider jurisdiction;
2.12 to make donations or offer support to lawn tennis clubs which are charities or
community amateur sports clubs; and
2.13 to do all such other things as the Board thinks fit to further the interests of the Club or to be incidental or conducive to the attainment of all or any of the objects stated above.

3. Powers
3.1 The Club shall have the powers to do all such lawful things as are consistent with the furtherance of its Objects (Powers).
3.2 The income and property of the Club shall be applied solely towards the promotion of the Objects and no portion thereof shall be paid or transferred directly or indirectly, overtly or covertly by way of distribution, bonus or otherwise by way of profit to the members of the Club or third parties other than other registered community amateur sports clubs or charities. No member shall be paid a salary, bonus fee or other remuneration for playing for the Club.
3.3 Nothing in Article 3.2 shall prevent the payment in good faith by the Club:
3.3.1 to any director, Committee or sub-committee member of reasonable and
proper out-of-pocket expenses incurred in the exercise of their powers and
the discharge of their responsibilities in relation to the Club;
3.3.2 of interest on money lent by a member of the Club or its directors at a
commercial rate of interest;
3.3.3 of reasonable and proper rent for premises demised or let by any member
of the Club or by any director; or
3.3.4 of any premium in respect of the purchase and maintenance of indemnity
insurance in respect of liability for any act or default of the directors (or any
of them) in relation to the Club.
3.3.5 to any member of the Club for services provided to the Club, including
coaching and administration.

4. Liability of Members
4.1 The liability of each member is limited to £1, being the amount that each member undertakes to contribute to the assets of the Club in the event of it being wound up while he is a member or within one year after he ceases to be a member, for any of the items set out in Article 4.2.
4.2 The items for which a member undertakes to contribute are:
4.2.1 payment of the Club’s debts and liabilities contracted before he ceases to be
a member;
4.2.2 payment of the costs, charges and expenses of winding up; and
4.2.3 adjustment of the rights of the contributories among themselves.

DIRECTORS’ POWERS AND RESPONSIBILITIES
5. Directors’ General Authority
5.1 Subject to these Articles, any Bye-laws made pursuant to them and the 2006 Act, the Board and the Committee are responsible for the management of the Club’s
business, for which purpose the Board may exercise all the Powers of the Club.
5.2 No Bye-law made by the Board pursuant to Article 52 shall invalidate any prior act of the Committee which would have been valid if such Bye-law had not been made.

6. Directors May Delegate
6.1 Subject to these Articles, the Board may delegate any of the powers which are
conferred on it under these Articles:
6.1.1 to such person or committee;
6.1.2 by such means (including by power of attorney);
6.1.3 to such an extent;
6.1.4 in relation to such matters or territories; and
6.1.5 on such terms and conditions;
as it thinks fit.
6.2 All acts and proceedings delegated under Article 6.1 shall be reported to the Board in due course.
6.3 If the Board so specifies, any such delegation may authorise further delegation of the Board’s powers by any person to whom they are delegated.
6.4 The Board may revoke any delegation in whole or part, or alter its terms.

7. Committees
7.1 The calling, conduct and recording of meetings of the Committee shall be at the
discretion of the Board and shall be consistent with the provisions of Articles 8 to 16
mutatis mutandis to the extent considered advisable by the Board.
7.2 Sub-committees to which the Board delegates any of its powers must follow
procedures which are based as far as they are applicable on those provisions of these
Articles which govern the taking of decisions by the Board.
7.3 The quorum for meetings of any sub-committee formed pursuant to the provisions of this Article shall be two.

DECISION-MAKING BY DIRECTORS
8. Directors to Take Decisions Collectively
Any decision of the Board must be either a majority decision or a decision taken in
accordance with Article 9.
9. Unanimous Decisions
9.1 A decision of the Board 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.
9.2 Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
9.3 References in this Article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a meeting of the Board.
9.4 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.

10. Calling a Meeting of the Board
10.1 The Board may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, provided that at least five such meetings shall be held in each year.
10.2 The Board shall report on their activities to the members at the annual general
meeting.
10.3 Any director may call a meeting of the Board by giving 5 clear days’ notice of the
meeting to the directors or by directing the Secretary to give such notice.
10.4 The Chair and the Secretary or any 3 directors shall be able to call an emergency meeting of the Board with less than 5 clear days’ notice if they consider it in the interest of the Club to do so.
10.5 Notice of any meeting of the Board must indicate:
10.5.1 its proposed date and time;
10.5.2 where it is to take place; and
10.5.3 if it is anticipated that directors participating in the meeting will not be in the
same place, how it is proposed that they should communicate with each
other during the meeting.
10.6 Notice of a meeting of the Board must be given to each director, but need not be in writing. A director who is absent from Great Britain shall be entitled to notice of a
meeting if they have provided a valid email address.
11. Participation in Meetings of the Board
11.1 Subject to these Articles, directors participate in a meeting of the Board, or part of a meeting of the Board, when:
11.1.1 the meeting has been called and takes place in accordance with these
Articles, and
11.1.2 they can each communicate to the others any information or opinions they
have on any particular item of the business of the meeting.
11.2 In determining whether directors are participating in a meeting of the Board, it is irrelevant where any director is or how they communicate with each other.
11.3 If all the directors participating in a meeting of the Board are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is located.

12. Composition of the Board and Quorum
12.1 The quorum for meetings of the Board may be fixed from time to time by a decision of the directors, but it must never be less than five and unless otherwise fixed it is five.
12.2 Subject to Article 12.3, the Board may act notwithstanding any vacancy in their body.
12.3 If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision to call a general meeting so as to enable the members to fill a casual vacancy arising among the directors.

13. Chairing of Meetings of the Board
13.1 The Chair shall be chair of the Board. The Chair shall preside as chairman at all
meetings of the Board at which they shall be present.
13.2 If at any meeting the Chair is not present within 15 minutes after the time appointed for holding the meeting or they are not willing to preside, the President shall preside.
If the President is also not present or is unwilling to preside within 15 minutes of the
time at which a meeting was due to start, the members of the Board present shall
choose one of their number to be chair of the meeting. The person so appointed for
the time being is to be treated as the chair for the purposes of these Articles.

14. Casting Vote
14.1 If the numbers of votes for and against a proposal are equal, the Chair or other
director chairing the meeting of the Board has a casting vote.
14.2 Article 14.1 shall not apply to give a casting vote to the Chair or other director chairing the meeting (as appropriate) if, in accordance with these Articles, the Chair or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.

15. Conflicts of Interest
15.1 Subject to Article 15.2, if a proposed decision of the Board is concerned with an actual or proposed transaction or arrangement with the Club in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.
15.2 The prohibition under Article 15.1 shall not apply when:
15.2.1 the Board approves the director counting towards the quorum and voting on
the transaction or arrangement notwithstanding such interest in accordance
with Section 175 of the 2006 Act;
15.2.2 the director need not declare an interest pursuant to Section 177 or 182 of
the 2006 Act; or
15.2.3 the director’s conflict of interest arises from a permitted cause.
15.3 For the purposes of Article 15.2, the following are permitted causes:
15.3.1 a guarantee, security or indemnity given, or to be given, by or to a director
in respect of an obligation incurred by or on behalf of the Club or any of its
subsidiaries (if any);
15.3.2 subscription, or an agreement to subscribe, for securities of the Club or any
of its subsidiaries (if any), or to underwrite, sub-underwrite, or guarantee
subscription for any such securities; and
15.3.3 arrangements pursuant to which benefits are made available to employees
and directors or former employees and directors of the Club or any of its
subsidiaries (if any) which do not provide special benefits for directors or
former directors.
15.4 For the purposes of this Article 15, references to proposed decisions and decisionmaking processes include any meeting of the Board or part of a meeting of the Board.
15.5 Subject to Article 15.6, if a question arises at a meeting of the Board or of a committee of the Board as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chair of the meeting whose ruling in relation to any director other than themselves is to be final and conclusive.
15.6 If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the Chair, the question is to be decided by a decision of the directors at that meeting, for which purpose the Chair is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

16. Records of Decisions to be Kept

16.1 The Board must ensure that the Club keeps a record, in writing, for at least ten years from the date of the decision recorded, of every unanimous or majority decision taken by the Board and by the Club at general meeting.
16.2 Any such records, if purporting to be signed by the chair of such meeting, or by the chair of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.
16.3 Any such records shall be circulated to all members of the Board.

APPOINTMENT OF DIRECTORS
17. Methods of Appointing Directors
17.1 The number of directors shall be not less than three and shall be subject to a
maximum of 14.
17.2 The members of the Board shall be:
17.2.1 the President;
17.2.2 the Chair;
17.2.3 the Secretary;
17.2.4 the Treasurer;
17.2.5 the Men’s Captain;
17.2.6 the Ladies’ Captain;
17.2.7 the Mixed Team Captain;
17.2.8 the Grounds Officer and
17.2.9 up to six (or such lower number as the Board shall from time to time decide)
Elected Directors.
17.3 The first directors, who shall hold office until such time as they are due to retire in accordance with these Articles, shall be:

Office Name End of Office
17.3.1 The President James Frederick McGown 12.11.2016
17.3.2 the Chair Steven Segall 12.11.2016
17.3.3 the Secretary Christie Sweeny 05.12.2017
17.3.4 the Treasurer Jaap Hesslelink 05.12.2017
17.3.5 Men’s Captain Stephen Lowe 05.12.2017
17.3.6 Ladies’ Captain Linda Brown 05.12.2017
17.4 The first directors set out in Article 17.3 shall retire on the date set out in Article 17.3 after their respective names but may be re-elected in accordance with these Articles.
17.5 Each member of the Board and the Committee must:
17.5.1 satisfy the requirements of CASC legislation to be involved in the general
control, management and administration of the Club and must declare (in
the required form) that they are a fit and proper person in accordance with
CASC legislation;
17.5.2 be a Voting Member of the Club; and
17.5.3 be aged 18 years and over.
17.6 The Men’s, Ladies’ and Mixed Team Captains must fulfil the requirements of 17.5 and be Full members of the Club as defined in Article 30.
17.7 Any person accepting nomination to the Board who has any financial interest or other conflict of interest in such appointment must, before accepting the nomination, state in writing to the Club all such interests. Failure to do so will lead to automatic disqualification from Board membership. The Board has the right to veto such an election if, in its opinion, it is not in the best interests of the Club.
17.8 The Board may at its discretion award honoraria to such persons as it thinks fit.
17.9 All acts carried out in good faith at any meeting of the Board or of the Committee or of any sub-committee, or by any person acting as a member of any such body, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such person, be as valid as if every such person had been duly appointed or had duly continued in office.
18. Termination of Director’s Appointment
18.1 Without prejudice to the provisions of Section 168 of the 2006 Act, a person shall cease to be a director of the Club as soon as:
18.1.1 that person ceases to be a director by virtue of any provision of the 2006 Act
or is prohibited from being a director by law;
18.1.2 a bankruptcy order is made against that person;
18.1.3 that person is convicted of any criminal offence (other than an offence under
any road traffic legislation in the United Kingdom or elsewhere for which a
fine or non-custodial penalty is imposed);
18.1.4 a registered medical practitioner who is treating that person gives a written
opinion to the Club stating that that person has become physically or
mentally incapable of acting as a director and may remain so for more than
three months;
18.1.5 that person is suspended from holding office or from taking part in any
activity relating to the administration or management of the Club by a
decision of the HLTA or the LTA;
18.1.6 that person shall without sufficient reason for more than three consecutive
Board meetings have been absent without permission of the Board and all
other members of the Board resolve that their office be vacated;
18.1.7 that person is requested to resign by not less than two-thirds of the other
members of the Board acting together;
18.1.8 that person ceases to satisfy the fit and proper person test in accordance
with CASC legislation;
18.1.9 that person ceases to be a member; or
18.1.10 notification is received by the Club from the director that the director is
resigning from office, and such resignation has taken effect in accordance
with its terms.
18.2 A President, Chair, Treasurer, Secretary, Men’s Captain, Ladies’ Captain, Mixed
Team Captain and Grounds Officer who is removed from office as a director of the
Board for whatever reason shall be deemed to have resigned from office and the
vacancy shall be filled in accordance with these Articles.
19. Directors’ Remuneration
The Club shall not employ any director of the Club to provide any services outside
the scope of the ordinary duties of a director and shall not pay any director any
remuneration in relation to their role on the Board.

APPOINTMENTS AND ELECTED POSITIONS

20. President
20.1 The individual named as first President in Article 17.3.1 shall retire on the date as set out in Article 17.3.1 but shall be re-elected each year by the Board until his
appointment is terminated by the individual or by the Board.
20.2 His successor and any subsequent President shall be elected by the Board for an initial period of 5 years and thereafter they shall retire but may be re-elected each
year by the Board until their appointment is terminated by the individual or by the
Board.
20.3 The President shall be a director by virtue of their office and shall have such rights and privileges, as the Voting Members in general meeting shall from time to time prescribe.
21. Chairman
21.1 The individual named as first Chair in Article 17.3.2 shall retire on the date as set out in 17.3.2 and shall be eligible for re-election, such election to be held in accordance with Article 21.2.
21.2 Their successor (including them, if re-elected) and any subsequent Chair shall be elected in accordance with Article 26. A person so appointed shall hold office for an initial two year term and at the end of such term shall be eligible for re-election each year in accordance with Article 26.
21.3 The Chair shall be a director by virtue of their office and shall have such rights and privileges as the Voting Members in general meeting shall from time to time prescribe.
22. Secretary
22.1 The individual named as first Secretary in Article 17.3.3 shall retire on the date as set out in 17.3.3 and shall be eligible for re-election, such election to be held in
accordance with Article 22.2.
22.2 Her successor (including her, if re-elected) and any subsequent Secretary shall be elected in accordance with Article 26. A person so appointed shall hold office for an initial two year term and at the end of such term shall be eligible for re-election each year in accordance with Article 26.
22.3 The Secretary shall be a director by virtue of their office and shall have such rights and privileges as the Voting Members in general meeting shall from time to time prescribe.
23. Treasurer
23.1 The individual named as first Treasurer in Article 17.3.4 shall retire on the date as set out in 17.3.4 and shall be eligible for re-election, such election to be held in
accordance with Article 23.2.
23.2 His successor (including him, if re-elected) and any subsequent Treasurer shall be elected in accordance with Article 26. A person so appointed shall hold office for an initial two year term and at the end of such term shall be eligible for re-election each year, such re-election to be held in accordance with Article 26.
23.3 The Treasurer shall be a director by virtue of their office and shall have such rights and privileges as the Voting Members in general meeting shall from time to time prescribe.
24. Men’s, Ladies’ and Mixed Team Captains
24.1 The individuals named as the first Men’s Captain in Article 17.2.5 and Ladies Captain in Article 17.2.6 shall retire on the date as set out in that Article and shall be eligible for re-election, such election to be held in accordance with Article 24.2.
24.2 Their successors (including them, if re-elected) and any other Men’s Captain, Ladies’ Captain and Mixed Team Captain shall be elected in accordance with Article 26. An individual so appointed shall hold office for an initial two year term and at the end of such term shall be eligible for re-election each year, such election to be held in accordance with Article 26
24.3 The Men’s Captain, Ladies Captain and Mixed Team Captain shall be directors by virtue of their office and shall have such rights and privileges as the Voting Members in general meeting shall from time to time prescribe.
25. Elected Directors
The Grounds Officer and Elected Directors shall be elected in accordance with Article
26. A person so appointed shall hold office for an initial two year term and on
completion of that two year term shall be eligible for re-election each year, such
election to be held in accordance with Article 26.
26. Elections
26.1 The Secretary shall give notice of any vacancies for the Chairman, Secretary,
Treasurer, Men’s Captain, Ladies’ Captain, Mixed Team Captain, Grounds Officer or
an Elected Director together with a list of directors seeking re-election 14 days before the annual general meeting.
26.2 Any Voting Member aged 18 years and over may nominate a member to be the
Chairman, Secretary, Treasurer, Men’s Captain, Ladies Captain, Mixed Team
Captain, Grounds Officer or an Elected Director. Any person nominated under this
Article 26 must satisfy the requirements in Article 17.5. Any nomination must be made on the form prescribed from time to time by the Board and notice of the nomination given to the Secretary two clear days before the annual general meeting. Any nomination must be seconded by another Voting Member aged 18 years and over and may only nominate or second one candidate for each post and the form must be completed and returned to the Secretary not later than such date as the Board shall prescribe each year.
26.3 If there are the same number of candidates as there are vacancies for a post, those candidates shall be declared elected unopposed at the annual general meeting. In the event of there being more nominations than vacancies, there shall be an election at the annual general meeting as directed by the Board. The results of any such election must be announced at the annual general meeting. If there are no
nominations made for a vacancy the Board can nominate a candidate for election at
the annual general meeting, provided that such person nominated satisfies the
requirements in Article 17.5, and such a candidate shall be declared elected
unopposed at the annual general meeting.
27. Casual Vacancies
27.1 A casual vacancy arising among the Board shall be filled by the Board provided
always that the person appointed to fill the vacancy shall hold office until such time
as the person he replaced was due to retire but shall be eligible for re-election in
accordance with these Articles.

BECOMING AND CEASING TO BE A MEMBER
28. Applications for Membership
28.1 The subscribers to the Memorandum of Association of the Club, the members of the unincorporated association known as the Elliswick Lawn Tennis Club as at the date of incorporation and such other persons as are admitted to membership in
accordance with these Articles, shall be the members of the Club.
28.2 No person shall become a member of the Club unless:
28.2.1 that person has completed an application for membership in a form
approved by the Board, and
28.2.2 the Membership Secretary has accepted the application; and
28.2.3 there is a vacancy in the relevant category of membership having regard to
the numerical limits set by the Committee.
28.3 Notwithstanding Article 28.2, a person shall become an Honorary Member if the Board has determined that in furtherance of one or more of the Objects, it is in the best interests of the Club that the person should be appointed an Honorary Member.
28.4 For the avoidance of doubt membership is open to all without discrimination and may only be refused where admission to membership would be contrary to the best interests of the sport or the good conduct and interests of the Club and no person shall be denied membership of the Club on the grounds of race, ethnic origin, creed, colour, age, disability, sex, occupation, sexual orientation, religion, political or other beliefs. A person may appeal against such decision by notifying the Board who shall put the matter to a general meeting for it to be decided by a majority vote of the
members present and voting at such meeting.
28.5 The Committee shall determine at the commencement of each calendar membership year the maximum number of members aged 21 years and over and of juniors under 21 years (or in such other categories as the Committee shall determine) that the Club shall have for that year. The Club will maintain waiting lists of applicants for each such category of membership. Applicants shall be admitted for membership from the waiting lists in chronological order only.
28.6 A person shall not be entitled to any privileges of the Club until they receive notice from the Membership Secretary that they have been accepted as a member from such date as the Membership Secretary shall specify and have paid any entrance fees and annual subscription set by Voting Members under Article 32.2.3.
28.7 The Voting Members at a general meeting may from time to time fix the levels of entrance fees and annual subscriptions to be paid by the different categories of
members provided that the Voting Members shall use their best endeavours to
ensure that the fees set by it do not preclude open membership of the Club and that
the aggregated fees are sufficient to fund the anticipated expenses and envisaged
capital needs of the Club.
29. Conditions of Membership
29.1 All members shall be bound by and subject to these Articles and any Bye-laws made pursuant to the Articles, the LTA Rules and the LTA Disciplinary Code.
29.2 The members shall pay any entrance fees and annual subscription set by Voting
Members under Article 32.2.3. Any member whose subscription fee is not paid in full by such date as decided by the Voting Members at the annual general meeting shall be deemed to have resigned their membership of the Club.
29.3 Subject to Article 31, the Board may terminate the membership of any person, or impose any other sanction they determine to be appropriate, in connection with the breach of any condition of membership set out in this Article 29.
30. Categories of Membership

30.1 Membership of the Club shall be categorised as follows

Category Criteria
30.1.1 Full (28-64) Playing member aged 28-64 years inclusive.
30.1.2 Full (21-27) Playing member aged 21-27 years inclusive. Same
rights as the Full members 28-64 years.
30.1.3 Full (65+) Playing member aged 65 years and over. Same
rights as the Full members 28-64 years
30.1.4 Intermediate Playing member aged 16-20 years inclusive or a
Junior member accepted by the Membership
Secretary.
30.1.5 Junior Aged 8-15 years inclusive whose parent or guardian
is a Full or Non-playing member.
30.1.6 Young Junior
(5-7)
Aged 5-7 years inclusive whose parent or guardian
is a Full or Non-playing member.
30.1.7 Young Junior
(under 5)
Aged under 5 years whose parent or guardian is a
Full or Non-playing member.
30.1.8 Student Aged 18 years or over and in full time tertiary
education at the start of the calendar year at an
institution no nearer than 30 miles to the Club
premises.
30.1.9 Non-Playing Non-playing member aged 21 years and over or a
member playing table tennis only.
30.1.10
Full member, as defined under Articles 30.1.1 to
30.1.3 but who resides no nearer than 30 miles to
the Club premises.
30.1.11 Honorary Elected under Article 32.2.7 or appointed by the
Board under Article 28.3.
30.2 The number of Non-playing members in category 30.1.9 shall not exceed 40% of Full members under Articles 30.1.1 to 30.1.3.

31. Termination of Membership
31.1 It shall be the duty of the Board, if at any time it shall be of the opinion that the interests of the Club so require, by notice in hard copy form sent by prepaid post to a member’s address, to request that member to withdraw from membership of the Club within a time specified in such notice. If, on the expiry of the time specified in such notice, the member concerned has not withdrawn from membership by submitting notice in hard copy form of their resignation, or if at any time after receipt of the notice requesting them to withdraw from membership the member shall so request in hard copy form, the matter shall be submitted to a properly convened and constituted meeting of the Board or such sub-committee to which it has delegated its powers. The Board or sub-committee and the member whose expulsion is under consideration shall be
given at least 14 days’ notice of the meeting, and such notice shall specify the matter
to be discussed. The member concerned shall at the meeting be entitled to present
a statement in their defence either verbally or in hard copy form, and they shall not
be required to withdraw from membership unless a two-thirds majority of the Board
members or sub-committee members present and voting shall, after receiving the
member’s statement, or if the member fails to attend the meeting without sufficient
reason being given, vote for their expulsion, . If such a vote is carried the member
shall thereupon cease to be a member and their name shall be erased from the
register of members. The Board may exclude the member from the Club’s premises
until the meeting considering their expulsion has been held. For the avoidance of
doubt, the member shall be entitled to attend the Club’s premises to attend that
meeting (if it is held at them) for the purpose of making their representations. A person may appeal against an expulsion decision by notifying the Board who shall put the matter to a general meeting for it to be decided by a majority vote of the members present or by proxy and voting at such meeting.
31.2 A member may terminate their membership of the Club voluntarily by giving one month’s written notice to the Board.
31.3 A membership terminates automatically when the member dies or on the failure of the member to comply or to continue to comply with any condition of membership set out in these Articles or any Bye-laws made pursuant to the Articles after 14-days’ written notice of non-compliance has been given to the member and the member continues to fail to comply with such condition of membership.
31.4 Membership is not transferable.
31.5 Any person ceasing to be a member forfeits all rights in relation to and claims upon
the Club, its property and its funds and has no right to the return of any part of their
entrance fee or subscription. The Board may refund an appropriate part of a
resigning member’s subscription if it considers it appropriate taking account of all the circumstances.

ORGANISATION OF GENERAL MEETINGS
32. Annual General Meetings
32.1 The Club shall hold a general meeting in every calendar year as its annual general
meeting at such time and place as may be determined by the Board and shall specify
the meeting as such in the notices calling it, provided that so long as the Club holds
its first annual general meeting within 18 months after its incorporation it need not
hold it in the calendar year of its incorporation or in the following calendar year.
Thereafter, not more than fifteen months shall be allowed to elapse between two
successive annual general meetings.
32.2 The annual general meeting shall be held for the following purposes:
32.2.1 to receive from the Board the Club’s accounts together with (unless a
statutory audit is required by law) an independent accountant’s review of
such accounts and the Treasurer’s report as to the financial position of the
Club;
32.2.2 to receive from the Committee a report of the activities of the Club since the
previous annual general meeting;
32.2.3 to fix the membership entrance fees and subscription levels for the following
year;
32.2.4 to fix the date membership subscription payments are due;
32.2.5 to appoint the Club’s independent accountant to review the annual
accounts, or auditors if required by law;
32.2.6 to announce the election (as appropriate) of the President, Chairman,
Secretary, Treasurer, Men’s Captain, Ladies’ Captain, Mixed Team Captain,
Grounds Officer and the Elected Directors to be appointed in accordance
with these Articles; and
32.2.7 to transact such other business (which shall be deemed special business)
as may be brought before it (including without limitation the appointment of
Honorary Members (in recognition of outstanding contribution or long service
to the Club)).
32.3 Notice of any special business to be transacted under Article 32.2.7 shall be given to
the Secretary not less than 10 days before the date of the annual general meeting.
33. Notice of General Meetings
33.1 General meetings shall be called by at least 14 clear days’ notice but a general
meeting may be called by shorter notice if so agreed by a majority in number of the
Voting Members holding not less than 90 per cent of the total voting rights at the
meeting of all the Voting Members. The notice of the meeting shall specify the time
and place of the meeting and in the case of special business the general nature of
that business.
33.2 Notice shall be given to all members entitled to attend and speak at a general meeting under article 35.1.
33.3 Notice for an annual general meeting shall contain a copy of the accounts to be
reported on at that annual general meeting as well as notice of any resigning
members of the Board under Article 26.1.
33.4 The accidental omission to give notice of a meeting to, or the non-receipt of notice of
a meeting by, any person entitled to receive notice shall not invalidate the
proceedings at that meeting.
34. Resolutions and General Meetings
Subject to and save as provided in the 2006 Act and Articles 2.3 and 54.1, all
resolutions of the Club shall be ordinary resolutions.
35. Attendance and Speaking at General Meetings
35.1 A person is able to exercise a right to attend and speak at a general meeting when
that person is aged 16 years and over, a member of the Club and present in person
(or by proxy) at the general meeting and is able to communicate to all those attending
the meeting, during the meeting, any information or opinions which that person has
on the business of the meeting.
35.2 A person is able to exercise the right to vote at a general meeting when:
35.2.1 that person is entitled to receive notice of the general meeting and is aged
18 years and over;
35.2.2 that person is able to vote, during the meeting, on resolutions put to the vote
at the meeting whether in person or by proxy; and
35.2.3 that person’s vote can be taken into account in determining whether or not
such resolutions are passed at the same time as the votes of all the other
persons attending the meeting.
35.3 The Board may make whatever arrangements they consider appropriate to enable
those attending a general meeting to exercise their rights to speak or vote at it.
36. Quorum for General Meetings
36.1 No business other than the appointment of the chairman of the meeting is to be
transacted at a general meeting if the persons attending it do not constitute a quorum.
36.2 Subject to Article 39.6, 10% of the Voting Members, present in person (or by proxy)
shall be a quorum.
37. Chairing General Meetings
37.1 The Chair shall chair general meetings if present and willing to do so. If the Chair
shall be absent, or if at any meeting they are not present within 15 minutes after the
time appointed for holding the same, the President shall preside. If the President is
not present or is unwilling to preside within 15 minutes of the time at which a meeting
was due to start:
37.1.1 the directors present, or
37.1.2 (if no directors are present), the meeting,
must appoint a director or member to chair the meeting, and the appointment of the
chair of the meeting must be the first business of the meeting.
37.2 The person chairing a meeting in accordance with this article shall be the chair of the
meeting for the purposes of Articles 38, 39, 41, 42 and 45.
38. Attendance and Speaking by Directors and Non-Members
38.1 Directors may attend and speak at general meetings.
38.2 The chair of the meeting may permit other persons who are not members of the
company to attend and speak at a general meeting.
39. Adjournment
39.1 If the persons attending a general meeting within half an hour of the time at which the
meeting was due to start do not constitute a quorum, or if during a meeting a quorum
ceases to be present, the chairman of the meeting must adjourn it.
39.2 The chair of the meeting may adjourn a general meeting at which a quorum is present
if:
39.2.1 the meeting consents to an adjournment, or
39.2.2 it appears to the chairman of the meeting that an adjournment is necessary
to protect the safety of any person attending the meeting or ensure that the
business of the meeting is conducted in an orderly manner.
39.3 The chair of the meeting must adjourn a general meeting if directed to do so by the meeting.
39.4 When adjourning a general meeting, the chair of the meeting must:
39.4.1 either specify the time and place to which it is adjourned or state that it is to
continue at a time and place to be fixed by the directors, and
39.4.2 have regard to any directions as to the time and place of any adjournment
which have been given by the meeting.
39.5 If the continuation of an adjourned meeting is to take place more than 14 days after
it was adjourned, the Club must give at least seven clear days’ notice of it (that is,
excluding the day of the adjourned meeting and the day on which the notice is given):
39.5.1 to the same persons to whom notice of the Club’s general meetings is
required to be given, and
39.5.2 containing the same information which such notice is required to contain.
39.6 No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place provided that if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, two Voting Members shall be a quorum.

VOTING AT GENERAL MEETINGS

40. Voting: General
40.1 Every Voting Member shall be entitled to receive notice of, attend general meetings
and cast one vote.
40.2 A resolution put to the vote of a general meeting must be decided on a show of hands
unless a poll is duly demanded in accordance with these Articles.
41. Errors and Disputes
41.1 No objection may be raised to the qualification of any person voting at a general
meeting except at the meeting or adjourned meeting at which the vote objected to is
tendered, and every vote not disallowed at the meeting is valid.
41.2 Any such objection must be referred to the chair of the meeting whose decision is final.
42. Poll Votes
42.1 A poll on a resolution may be demanded:
42.1.1 in advance of the general meeting where it is to be put to the vote, or
42.1.2 at a general meeting, either before a show of hands on that resolution or
immediately after the result of a show of hands on that resolution is declared.
42.2 A poll may be demanded by:
42.2.1 the chair of the meeting;
42.2.2 the Board; or
42.2.3 five or more members present in person or proxy having the right to vote on
the resolution or, if less, 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.
42.3 A demand for a poll may be withdrawn if:
42.3.1 the poll has not yet been taken, and
42.3.2 the chairman of the meeting consents to the withdrawal.
42.4 Polls shall be taken as the chairman directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll.
The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
42.5 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either
forthwith or at such time and place as the chairman directs not being more than 30
days after the poll is demanded. The demand for a poll shall not prevent the
continuance of a meeting for the transaction of any business other than the question
on which the poll was demanded. If a poll is demanded before the declaration of the
result of a show of hands and the demand is duly withdrawn, the meeting shall
continue as if the demand had not been made.
42.6 No notice need be given of a poll not taken forthwith if the time and place at which it
is to be taken are announced at the meeting at which it is demanded. In any other
case at least seven clear days’ notice shall be given specifying the time and place at
which the poll is to be taken.
43. Content of Proxy Notices
43.1 Proxies may only validly be appointed by a notice in writing (proxy notice) which:
43.1.1 states the name and address (physical or digital) of the member appointing
the proxy;
43.1.2 identifies the person appointed to be that member’s proxy and the general
meeting in relation to which that person is appointed;
43.1.3 is signed by or on behalf of the member appointing the proxy, or is
authenticated in such manner as the directors may determine; and
43.1.4 is delivered to the Club in accordance with these Articles and any
instructions contained in the notice of the general meeting to which they
relate.
43.2 The Board may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes. A proxy notice may be delivered
electronically.
43.3 Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
43.4 Unless a proxy notice indicates otherwise, it must be treated as:
43.4.1 allowing the person appointed under it as a proxy discretion as to how to
vote on any ancillary or procedural resolutions put to the meeting,
43.4.2 appointing that person as a proxy in relation to any adjournment of the
general meeting to which it relates as well as the meeting itself, and
43.4.3 permitting the person appointed as a proxy to delegate the proxy to another
member to exercise at the designated meeting.
44. Delivery of Proxy Notices
44.1 A person who is entitled to attend, speak or vote (either on a show of hands or on a
poll) at a general meeting remains so entitled in respect of that meeting or any
adjournment of it, even though a valid proxy notice has been delivered to the Club by
or on behalf of that person provided that the proxy notice has been revoked in
accordance with article 44.2.
44.2 An appointment under a proxy notice may be revoked by delivering to the Club a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
44.3 A notice revoking a proxy appointment only takes effect if it is delivered before the
start of the meeting or adjourned meeting to which it relates.
44.4 If a proxy notice is not executed by the person appointing the proxy, it must be
accompanied by written evidence of the authority of the person who executed it to
execute it on the appointer’s behalf.
45. Amendments to Resolutions
45.1 An ordinary resolution to be proposed at a general meeting may be amended by
ordinary resolution if:
45.1.1 notice of the proposed amendment is given to the Club in writing by a person
entitled to vote at the general meeting at which it is to be proposed not less
than 48 hours before the meeting is to take place (or such later time as the
chairman of the meeting may determine), and
45.1.2 the proposed amendment does not, in the reasonable opinion of the
chairman of the meeting, materially alter the scope of the resolution.
45.2 A special resolution to be proposed at a general meeting may be amended by
ordinary resolution, if:
45.2.1 the chair of the meeting proposes the amendment at the general meeting at
which the resolution is to be proposed, and
45.2.2 the amendment does not go beyond what is necessary to correct a
grammatical or other non-substantive error in the resolution.
45.3 With the consent of the chair of the meeting, an amendment may be withdrawn by its proposer at any time before the resolution is voted upon.
45.4 If the chair of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman’s error does not invalidate the vote on that resolution.

ADMINISTRATIVE ARRANGEMENTS
46. Means of Communication to be Used
46.1 Subject to these Articles, anything sent or supplied by or to the Club under these Articles may be sent or supplied in any way in which the 2006 Act provides for such documents or information to be sent or supplied by or to the Club.
46.2 Subject to these Articles, any notice or document to be sent or supplied to a member of the Board in connection with the taking of decisions by the Board may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
46.3 A director may agree with the Club that notices or documents sent to that director in
a particular way are to be deemed to have been received within a specified time of
their being sent, and for the specified time to be less than 48 hours.
47. No Right to Inspect Accounts and Other Records
Except as provided by law or authorised by the Board or an ordinary resolution of the
Club, no person is entitled to inspect any of the Club’s accounting or other records or
documents merely by virtue of being a member.

DIRECTORS’ INDEMNITY AND INSURANCE
48. Indemnity
48.1 Subject to Article 48.2, a relevant Committee member may be indemnified out of the Club’s assets against:
48.1.1 any liability incurred by that member in connection with any negligence,
default, breach of duty or breach of trust in relation to the Club;
48.1.2 any liability incurred by that member in connection with the activities of the
Club; and
48.1.3 any other liability incurred by that member as an officer of the Club..
48.2 This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the 2006 Act or by any other provision of law.
In this Article and Article 49, a relevant Committee member means any Committee
member or former Committee member of the Club.
49. Insurance
The Board may decide to purchase and maintain insurance, at the expense of the
Club, to insure the Club’s property and liabilities and to insure any relevant Committee
member in respect of any loss or liability which has been or may be incurred by that
member in connection with that member’s duties or powers in relation to the Club.
50. Finance
50.1 All monies received by or on behalf of the Club shall be deposited in a bank or building
society account in the name of the Club.
50.2 No monies shall be drawn from that account except by signatories to the account
authorised by the Board and for the purposes set out in Article 3.
50.3 All monies not required for immediate use shall be invested as the Board, in its
absolute discretion, thinks fit.
51. Borrowing
51.1 Subject to these Articles, the Board may exercise all the powers of the Club to:
51.1.1 borrow money;
51.1.2 indemnify or guarantee;
51.1.3 mortgage or charge all or any part of the property of the Club;
51.1.4 create and issue debentures and other securities; and
51.1.5 give security either outright or as collateral security for any debt, liability or obligation of the Club.
51.2 The Board shall restrict the borrowing activities of the Club defined in Article 51.1, so
that the aggregate amounts borrowed by the Club and remaining outstanding at any
time shall not without previous sanction of an ordinary resolution of the Club exceed
£10,000.
52. Bye-laws
52.1 The Board shall have the power to make, alter or revoke Bye-laws including, but not limited to, Bye-laws:
52.1.1 creating regulations, standing orders and/or rules for the better
administration of the Club, including as to the rights of each category of
membership, and to regulate the function, role and operation of the
Committee and sub-committees to assist in the better administration of the
Club;
52.1.2 setting the Club’s opening hours;
52.1.3 setting or adopting such other regulations or policies, including for example
child protection, guest and equity policies, as the Board thinks fit; and
52.1.4 in relation to licensable activities of the Club,
provided that nothing in those Bye-laws shall prejudice the Club’s status as a
Community Amateur Sports Club under the CASC legislation, and provided that the
said Bye-laws shall be consistent with these Articles and the 2006 Act.
53. Minutes
The Secretary, and in their absence such other member as the Board shall appoint,
shall cause minutes to be made in books kept for that purpose of all proceedings and
general meetings of the Club, Board meetings and Committee meetings.
54. Dissolution
54.1 The Club shall be wound up voluntarily whenever a special resolution is passed that the Club be wound up.
54.2 If upon the winding up or dissolution of the Club 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 Club, but shall be given or transferred at
the direction of the Board to (i) the LTA for use in community related initiatives for the
Games; and/or (ii) another registered community amateur sports club for the Games;
and/or (iii) a charitable organisation for the Games.