Oxford Harlequins Data Privacy Policy

Summary of how we and the RFU use your data
• Oxford Harlequins RFC uses your personal data to manage and administer your membership and your involvement with its teams and club, and to keep in contact with you for these purposes.
• Some data is shared with the RFU, who use your data to regulate, develop and manage the game.
• Data is also shared with our delivery partners in Oxford, these are selected private companies or organisations that we partner with to deliver services such as medical treatment to our senior and academy team, and holiday camp provision to our youth section.
• Where we or the RFU rely on your consent, such as any consent we seek for email marketing, you can withdraw this consent at any time.
• Amongst the data we collect from you may be medical (including injury) information. We will hold this where you (or your parent) have given consent, so that we can ensure we are aware of your condition and can that you are supported appropriately.
• Where you work in a particular role within the game, you may be required to undergo a Disclosure & Barring Service check using the RFU’s eDBS system. The result of this check will be input into your Game Management Service (GMS) record.
What does this policy cover?
This policy describes how Oxford Harlequins RFC (also referred to as “the Club”, “we” or “us”) will make use of the data we handle in relation to our members and players, including our use of the Game Management System (“GMS”) provided by the Rugby Football Union (“RFU”). The policy also describes the RFU’s use of data on GMS.
It also describes your data protection rights, including a right to object to some of the processing which we carry out. More information about your rights, and how to exercise them, is set out in the “What rights do I have?” section.

What information do we collect?

We collect and process personal data from you or your parent when you join and when we carry out annual renewals of your membership. This includes:
• your name
• your gender,
• your date of birth,
• your RFU ID (as assigned in GMS)
• your home address, email address and phone number;
• your passport and NI details, where we have to check your eligibility or ability to work for us;
• your type of membership and involvement in particular teams, or any key role you may have been allocated, such as Chair, Safeguarding Lead, Membership Secretary etc.;
• your payment and/or bank account details, where you provide these to pay for membership;
• your marketing preferences, including any consents you have given us;
• your medical conditions or disability, where you provide this to us with your consent (or your parent’s consent) to ensure we, and our delivery partners, are aware of any support we may need to provide to you.
Some information will be generated as part of your involvement with us, in particular data about your performance, involvement in particular matches in match reports and details of any disciplinary issues or incidents you may be involved in on and off the pitch, such as within health and safety records.

What information do we receive from third parties?

Sometimes, we receive information about you from third parties. For example, if you are a child, we may be given information about you by your parents.
We may receive information relating to your existing registrations with other clubs or rugby bodies or disciplinary history from the RFU through GMS. Additionally, for certain role holders or those working with children, we may receive information from the Disclosure and Barring Service and RFU on the status of any DBS check you have been required to take.
We may also receive information about your from our delivery partners, such as providers of holiday camps, or your school, college or University.

How do we use this information, and what is the legal basis for this use?

We process this personal data for the following purposes:

• To fulfil a contract, or take steps linked to a contract: this is relevant where you make a payment for your membership and any merchandise, or enter a competition. This includes:
o taking payments;
o communicating with you;
o providing and arranging the delivery or other provision of products, prizes or services;
• As required by the Club to conduct our business and pursue our legitimate interests, in particular:
o we will use your information to manage and administer your membership and your involvement with its teams and club, and to keep in contact with you for these purposes;
o we will also use data to maintain records of our performances and history, including match reports, score lines and team sheets;
o we use CCTV cameras to maintain the security of our premises, and may use this video to investigate incidents at the Club or its premises;
o we may choose to send you promotional materials and offers by post or by phone, or by email, or via an app, where we want to send you offers relating to similar products and services that you have already bought
o we use data of some individuals to invite them to take part in market research;
• Where you give us consent:
o we will send you direct marketing or promotional material by email;
o we may handle medical or disability information you or your parent provides to us, to ensure we support you appropriately;
o on other occasions where we ask you for consent, we will use the data for the purpose which we explain at that time.
• For purposes which are required by law:
o we maintain records such as health and safety records and accounting records in order to meet specific legal requirements;
o we ensure, where you will work with children, that you have undergone an appropriate DBS check – this is also carried out with your consent.
o where you hold a role at the Club requiring us to check your right to work, we may process information to meet our statutory duties;
o we may respond to requests by government or law enforcement authorities conducting an investigation.

How does the RFU use any of my information?

The RFU provides GMS, but make its own use of the following information:

• your name;
• your gender;
• your date of birth;
• your RFU ID (as assigned in GMS);
• your home address, email address and phone number; and
• your type of membership and involvement in particular teams at the Club, or any key role you may have been allocated, such as Chair, Safeguarding Lead, Membership Secretary etc.

The RFU uses this information as follows:

• As required by the RFU to conduct its business and pursue its legitimate interests, in particular:
o communicating with you or about you where necessary to administer Rugby in England, including responding to any questions you send to the RFU about GMS;
o administering and ensuring the eligibility of players, match officials and others involved in English rugby – this may involve the receipt of limited amounts of sensitive data in relation to disabled players, where they are registered for a disabled league or team, or in relation to anti-doping matters;
o maintaining records of the game as played in England, in particular maintaining details of discipline and misconduct;
o monitoring use of GMS, and using this to help it monitor, improve and protect its content and services and investigate any complaints received from you or from others about GMS;
o maintaining statistics and conducting analysis on the make-up of rugby’s participants;
o ensuring compliance with the current RFU Rules and Regulations including those on the affiliation of clubs, referee societies, constituent bodies and other rugby bodies, and registration of players; and
o communicating with you to ask for your opinion on RFU initiatives.
• For purposes which are required by law:
o The RFU will ensure, where you will work with children and where this is required, that you have undergone an appropriate DBS check – this is also carried out with your consent.
o The RFU may respond to requests by government or law enforcement authorities conducting an investigation.

Withdrawing consent or otherwise objecting to direct marketing

Wherever we rely on your consent, you will always be able to withdraw that consent, although we may have other legal grounds for processing your data for other purposes, such as those set out above. In some cases, we are able to send you direct marketing without your consent, where we rely on our legitimate interests. You have an absolute right to opt-out of direct marketing, or profiling we carry out for direct marketing, at any time. You can do this by following the instructions in the communication where this is an electronic message, or by contacting us using the details set out below in the “How do I get in touch with you or the RFU?” section.

Who will we share this data with, where and when?

In addition to sharing data with the RFU, we will share you data with: named medical service providers, application providers, and holiday camp providers to allow them to provide relevant services to you as a member of Oxford Harlequins.
Some limited information may be shared with other stakeholders in rugby, such as other clubs, Constituent Bodies, referee societies, league organisers, so that they can maintain appropriate records and assist us in organising matches and administering the game.
Personal data may be shared with government authorities and/or law enforcement officials if required for the purposes above, if mandated by law or if required for the legal protection of our or the RFU’s legitimate interests in compliance with applicable laws.
Personal data will also be shared with third party service providers, who will process it on our behalf for the purposes identified above. Such third parties include the RFU as the provider of GMS and providers of training, fixture administration and performance analysis systems such as Spond, Hudl and CoachLogic.
Data may be stored in Norway (Spond) and the USA (Hudl): Some or all of your data may be stored or transferred outside of the EEA. You are deemed to accept and agree to this by using the App (Spond, Hudl or Coachlogic) and submitting information to Us. If We do store or transfer data outside the EEA, We will take all reasonable steps to ensure that your data is treated as safely and securely as it would be within the EEA and under the GDPR. Such steps may include, but not be limited to, the use of legally binding contractual terms between Us and any third parties We engage and the use of the EU-approved Model Contractual Arrangements or in the United States of America, Privacy Shield. Data security is very important to Us, and to protect your data We have taken suitable measures to safeguard and secure data.
Where information is transferred outside the UK and/or EEA, and where this is to a stakeholder or vendor in a country that is not subject to an adequacy decision by the EU Commission, data is adequately protected by EU Commission approved standard contractual clauses, an appropriate Privacy Shield certification or a vendor's Processor Binding Corporate Rules. A copy of the relevant mechanism can be provided for your review on request.

What rights do I have?

You have the right to ask us for a copy of your personal data; to correct, delete or restrict (stop any active) processing of your personal data; and to obtain the personal data you provide to us for a contract or with your consent in a structured, machine readable format.
In addition, you can object to the processing of your personal data in some circumstances (in particular, where we don’t have to process the data to meet a contractual or other legal requirement, or where we are using the data for direct marketing).
These rights may be limited, for example if fulfilling your request would reveal personal data about another person, or if you ask us to delete information which we are required by law to keep or have compelling legitimate interests in keeping.
You have the same rights for data held by the RFU for its own purposes on GMS.
To exercise any of these rights, you can get in touch with us– or, as appropriate, the RFU or its data protection officer – using the details set out below. If you have unresolved concerns, you have the right to complain to the applicable data protection authority where you live, work or where you believe a breach may have occurred. This is the Information Commissioner’s Office in the UK.
Much of the information listed above must be provided on a mandatory basis so that we can make the appropriate legal checks and register you as required by RFU Rules and Regulations. We will inform you which information is mandatory when it is collected. Some information is optional, particularly information such as your medical information. If this is not provided, we may not be able to provide you with appropriate assistance, services or support.
How do I get in touch with you or the RFU?
We hope that we can satisfy queries you may have about the way we process your data. If you have any concerns about how we process your data, or would like to opt out of direct marketing, you can get in touch at admin@oxfordharlequins.org or by writing to The Data Officer, Oxford Harlequins, Horspath Road, OX4 2RR.
If you have any concerns about how the RFU process your data, you can get in touch at legal@rfu.com or by writing to The Data Protection Officer, Rugby Football Union, Twickenham Stadium, 200 Whitton Road, Twickenham TW2 7BA.

How long will you retain my data?

We process the majority of your data for as long as you are an active member and for 6 years after this.
Where we process personal data for marketing purposes or with your consent, we process the data for the duration of your membership or unless you ask us to stop, when we will only process the data for a short period after this (to allow us to implement your requests). We also keep a record of the fact that you have asked us not to send you direct marketing or to process your data indefinitely so that we can respect your request in future.
Where we process personal data in connection with performing a contract or for a competition, we keep the data for 6 years from your last interaction with us.
We will retain information held to maintain statutory records in line with appropriate statutory requirements or guidance.
The RFU will maintain records of individuals who have registered on GMS, records of DBS checks and the resulting outcomes and other disciplinary matters for such period as is set out in the RFU’s Data Retention Schedule.
Records of your involvement in a particular match, on team sheets, on results pages or in match reports may be held indefinitely both by us and the RFU in order to maintain a record of the game.

THE COMPANIES ACT 2006
________________________________________

PRIVATE COMPANY LIMITED BY GUARANTEE

_________________________________________

ARTICLES OF ASSOCIATION

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OXFORD HARLEQUINS RUGBY FOOTBALL CLUB LIMITED

01/01/2018

Table of Contents
Clause Heading Page No.
1. Defined Terms 1
2. Objects 3
3. Powers 4
4. Liability of Members 4
5. Directors' General Authority 5
6. Directors May Delegate 5
7. Committees 5
8. Directors to Take Decisions Collectively 6
9. Unanimous Decisions 6
10. Calling a Meeting of the Board 6
11. Participation in Meetings of the Board 6
12. Composition of the Board and Quorum 7
13. Chairing of Meetings of the Board 7
14. Casting Vote 7
15. Conflicts of Interest 7
16. Records of Decisions to be Kept 8
17. Directors' Discretion to Make Further Rules 8
18. Methods of Appointing Directors 9
19. Elected Directors 10
20. Termination of Director's Appointment 10
21. Directors' Remuneration 11
22. Chairman 12
23. Honorary Secretary 12
24. Honorary Treasurer 12
25. Chairman of the Youth Section 12
26. Elections 12
27. Casual Vacancies 13
28. Applications for Membership 13
29. Conditions of Membership 14
30. Termination of Membership 14
31. Annual General Meetings 15
32. Attendance and Speaking at General Meetings 15
33. Quorum for General Meetings 16
34. Chairing General Meetings 16
35. Adjournment 16
36. Voting: General 17
37. Errors and Disputes 17
38. Poll Votes 17
39. Content of Proxy Notices 18
40. Delivery of Proxy Notices 18
41. Amendments to Resolutions 19
42. Means of Communication to be Used 19
43. No Right to Inspect Accounts and Other Records 19
44. Indemnity 20
45. Insurance 20
46. Rules 20
47. Dissolution 21
Annexure 1 Form of Proxy Notices 22

THE COMPANIES ACT 2006
________________________________________
PRIVATE COMPANY LIMITED BY GUARANTEE
_________________________________________
ARTICLES OF ASSOCIATION
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OXFORD HARLEQUINS RUGBY FOOTBALL CLUB LIMITED
__________________________________________
PART 1
DETAILS, INTERPRETATION AND LIMITATION OF LIABILITY
1. Defined Terms
1.1 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 18, the members of which are the directors of the Club for the purposes of the 2006 Act.
Chairman means the person elected from time to time in accordance with these Articles as the chairman of the Club.
chairman of the meeting has the meaning given in Article 23.
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.
Constituent Body means the Constituent Body of the RFU to which the Club is from time to time affiliated and which at the date of incorporation is The Oxfordshire RFU.
director means a director of the Club, and includes any person occupying the position of director, by whatever name called.
document includes, unless otherwise specified, any document sent or supplied in electronic form.
Elected Director means a director elected in accordance with Article 18.2.5.
electronic form has the meaning given in Section 1168 of the 2006 Act.
Game means the game of rugby.
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.
Honorary Secretary means the honorary secretary of the Club appointed from time to time in accordance with these Articles and who shall also be the company secretary for the purposes of the 2006 Act.
Honorary Treasurer means the honorary treasurer of the Club appointed from time to time in accordance with these Articles.
Life Member means a member who is appointed as a life member pursuant to Article 31.1.5.
member means the persons admitted to the membership of the Club in accordance with Article 28 and any Rules from time to time in force.
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.
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.
proxy notice has the meaning given in Article 39.1.
RFU means the Rugby Football Union (a society registered under the Co-operative and Community Benefit Societies Act 2014 with registered number 27981R which is the governing body of rugby union within England) of Rugby House, Twickenham Stadium, 200 Whitton Road, Twickenham, Middlesex TW2 7BA.
Rules means the rules and regulations of the Club made by the Board or by the Club in general meeting, as amended from time to time.
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.
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.
World Rugby means the world Governing Body of the Game which at the date of incorporation is World Rugby (formerly known as the International Rugby Board) of which the Rugby Football Union is a member.
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.
1.2 Unless the context otherwise requires, other words or expressions contained in these Articles bear the same meaning as in the 2006 Act.
1.3 Words importing the singular number shall include the plural number and vice versa. Words importing the masculine gender only shall include the feminine gender. Words importing persons shall include corporations.
1.4 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 Oxford Harlequins Rugby Football Club and to indemnify Oxford Harlequins Rugby Football 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 Oxford Harlequins Rugby Football Club and in respect of all liabilities, obligations and commitments (whether legally binding or not) of Oxford Harlequins Rugby Football 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 rugby union and generally to promote, encourage and facilitate the playing of the Game in the area of Oxford and amongst the community;
2.3 to provide and maintain Club premises at Oxford Harlequins, Marston Ferry Road, Oxford and Club-owned rugby 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 Part 13 Chapter 9 Corporation Tax Act 2010 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 match fees, by obtaining sponsorship and other available funding;
2.6 to promote the Game within the Club;
2.7 to affiliate to the RFU (through the membership of the Club's nominee to the RFU, such nominee to be the Honorary Secretary or another officer of the Club approved by the RFU) and to affiliate to the Constituent Body designated to it by the RFU;
2.8 to sell or supply food and/or drink and provide other activities as a social adjunct to the sporting purposes of the Club;
2.9 to comply with and uphold the rules and regulations of the Constituent Body, the RFU and the IRB as amended from time to time and the rules and regulations of anybody to which the RFU is registered or affiliated;
2.10 to acquire, establish, own, operate and turn to account in any way for the members' benefit the rugby union facilities of the Club together with buildings and easements, fixtures and fittings and accessories as shall be thought advisable;
2.11 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;
2.12 to discipline the members where permitted by these Articles and the Rules and to refer its members to be disciplined by the RFU or the Constituent Body (as appropriate) where so required by the rules and regulations of the RFU or the Constituent Body (as the case may be);
2.13 to make donations or offer support to rugby union clubs which are charities or community amateur sports clubs; and
2.14 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 of remuneration to any director of the Club in accordance with Article 21;
3.3.2 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;
3.3.3 of interest on money lent by a member of the Club or its directors at a commercial rate of interest;
3.3.4 of reasonable and proper rent for premises demised or let by any member of the Club or by any director;
3.3.5 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;
3.3.6 other payments as are permitted by these Articles.
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 its 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 the members undertake 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.
PART 2
DIRECTORS
DIRECTORS' POWERS AND RESPONSIBILITIES
5. Directors' General Authority
5.1 Subject to these Articles, any Rules made pursuant to them and the 2006 Act the Board is responsible for the management of the Club's business, for which purpose it may exercise all the Powers of the Club.
5.2 No Rule made by the Club in general meeting pursuant to Article 47 shall invalidate any prior act of the Board which would have been valid if such Rule 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 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.
7.2 The Board may make rules of procedure for all or any committees, which prevail over rules derived from these Articles if they are not consistent with them.
7.3 The quorum for meetings of any sub-committee formed pursuant to the provisions of the Articles shall be three.

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 three 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 notice of the meeting to the directors or by directing the Honorary Secretary to give such notice.
10.4 Notice of any meeting of the Board must indicate:
10.4.1 its proposed date and time;
10.4.2 where it is to take place; and
10.4.3 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.
10.5 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 he has 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 three, and unless otherwise fixed it is three.
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:
12.3.1 to call a general meeting so as to enable the members to fill a casual vacancy arising among the directors; or
12.3.2 to admit members to the Club.
13. Chairing of Meetings of the Board
13.1 The Chairman shall be chairman of the Board. The Chairman shall preside as chairman at all meetings of the Board at which he shall be present.
13.2 If at any meeting the Chairman is not present within 15 minutes after the time appointed for holding the meeting or he is not willing to preside, the Honorary Secretary shall preside. If the Honorary Secretary 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 chairman of the meeting. The person so appointed for the time being is to be treated as the chairman for the purposes of these Articles.
14. Casting Vote
14.1 If the numbers of votes for and against a proposal are equal, the Chairman 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 Chairman or other director chairing the meeting (as appropriate) if, in accordance with these Articles, the Chairman 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 decision-making 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 chairman of the meeting whose ruling in relation to any director other than himself 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 Chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the Chairman 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 chairman of such meeting, or by the chairman 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.
17. Directors' Discretion to Make Further Rules
Subject to those Rules to be made, varied or revoked by the Voting Members in general meeting in accordance with Article 46 below, the Board shall have the power to make, vary and revoke the Rules including, but not limited to, Rules:
17.1 setting out different categories of membership of the Club;
17.2 setting the criteria for admission to membership of the Club for the different categories of members;
17.3 creating regulations, standing orders and/or bye-laws for the better administration of the Club and to regulate the function, role and operation of committees to assist the Board in the better administration of the Club;
17.4 setting or adopting such other regulations or policies, including for example child protection and equity policies, as the Board thinks fit; and
17.5 in relation to licensable activities of the Club,
provided that nothing in those Rules shall prejudice the Club's status as a Community Amateur Sports Club under Part 13 Chapter 9 Corporation Tax Act 2010 and provided that the said Rules shall be consistent with these Articles and the 2006 Act.
APPOINTMENT OF DIRECTORS
18. Methods of Appointing Directors
18.1 The number of directors shall be not less than three and shall be subject to a maximum of 7.
18.2 The members of the Board shall be:
18.2.1 the Chairman;
18.2.2 the Honorary Secretary;
18.2.3 the Honorary Treasurer;
18.2.4 the Chairman of the Youth section;
18.2.5 up to 2 Elected Directors to be drawn from the Youth section provided that at least two of the positions listed in 18.2.1 to 18.2.5 above are not existing members of the Youth section of the club. An Elected Director shall be deemed to be drawn from the Youth section of the club if that person is an existing parent or coach of a Youth member of Oxford Harlequins.

18.3 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
18.3.1 the Chairman Neil Hopper 01/09/2018
18.3.2 The Honorary Secretary Jack Pooler 01/09/2018
18.3.3 the Honorary Treasurer John Waters 01/09/2018
18.3.4 the Chairman of the Youth Section Stuart Wells 01/09/2018
18.3.5 the Elected Directors James Knox 01/09/2018
Stuart Wells 01/09/2018

18.4 The first directors set out in Article 0 shall retire immediately prior to the annual general meeting on the date set out in brackets after their respective names but may be re-elected in accordance with these Articles.
18.5 Each member of the Board must satisfy HMRC's fit and proper person test to be involved in the general control, management and administration of the Club and must declare (in the required form) that he is a fit and proper person prior to being elected.
18.6 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.
18.7 The Board may at its discretion award honoraria to such persons as it thinks fit provided that the honoraria shall not to any extent be determined by or conditional upon the profits or losses derived from some or all of the activities of the Club or by reference to the level of the Club's gross income from some or all of its activities.
18.8 All acts carried out in good faith at any meeting of the Board or of any sub-committee, or by any person acting as a director, 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.
19. Elected Directors
At the annual general meeting each year, the Elected Directors due to retire shall retire and shall be eligible for re-election in accordance with these Articles. The election for the office of Elected Directors shall be conducted in accordance with Article 0. Except as provided in Article 18.4, an Elected Director so elected shall hold office from the annual general meeting at which he is elected, until the annual general meeting in the second year following his election at which anniversary thereof when he shall retire but may be re-elected for a further two years.
20. Termination of Director's Appointment
20.1 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:
20.1.1 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;
20.1.2 a bankruptcy order is made against that person;
20.1.3 a composition is made with that person's creditors generally in satisfaction of that person's debts;
20.1.4 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;
20.1.5 by reason of that person's mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;
20.1.6 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 RFU;
20.1.7 that person shall without sufficient reason for more than three consecutive Board meetings or for a total period of 6 months have been absent without permission of the Board and all other members of the Board resolve that his office be vacated;
20.1.8 that person is requested to resign by not less than two thirds of the other members of the Board acting together;
20.1.9 being a Chairman, or Honorary Secretary, or Honorary Treasurer or Chairman of the Youth Section, that person ceases to be a a Chairman, or Honorary Secretary, or Honorary Treasurer or Chairman of the Youth Section;
20.1.10 that person ceases to be a member; or
20.1.11 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.
20.2 A Chairman, Honorary Treasurer, Honorary Secretary, Chairman of the Youth Section 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.
21. Directors' Remuneration
21.1 Subject to the provisions of the 2006 Act, and to Article 21.2 below, the Board may enter into an agreement or arrangement with any director:
21.1.1 for his services to the Club as a director; and
21.1.2 for his employment by the Club or for the provision by him of any services outside the scope of the ordinary duties of a director or benefits.
21.1.3 Any appointment of a director to an executive office shall terminate if he ceases to be a director but without prejudice to any claim for damages for breach of the contract of service between the director and the Club.
21.2 Subject to these Articles, a director's remuneration may take any form and include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director provided that such remuneration:
21.2.1 is fixed having regard to the current remuneration of directors in comparable posts;
21.2.2 does not exceed the general market rate for directors providing comparable services; and
21.2.3 is not to any extent determined by or conditional upon the profits or losses derived from some or all of the activities of the Club or by reference to the level of the Club's gross income from some or all of its activities.
21.3 Unless the Board decides otherwise, directors' remuneration accrues from day to day.
21.4 Unless the Board decides otherwise, directors are not accountable to the Club for any remuneration which they receive as directors or other officers or employees of the Club's subsidiaries (if any) or of any other body corporate in which the Club is interested (if any).
PART 3
APPOINTMENTS AND ELECTED POSITIONS
22. Chairman
At the annual general meeting in 2015 and at the annual general meeting every second year thereafter and each third anniversary thereof, the Chairman shall retire but shall be eligible for re-appointment in accordance with these Articles. The election for the office of Chairman shall be conducted in accordance with Article 0. A member so appointed shall hold office for a two year term but shall be eligible for re-election. The Chairman shall be a director by virtue of his office and shall have such rights and privileges as the Board/Voting Members in general meeting shall from time to time prescribe.
23. Honorary Secretary
At the annual general meeting in 2015 and at the annual general meeting every two years thereafter and each second anniversary thereof, the Honorary Secretary shall retire but shall be eligible for re-election in accordance with these Articles. The election for the office of Honorary Secretary shall be conducted in accordance with Article 0. A person so appointed shall hold office for a two-year term but shall be eligible for re-election. The Honorary Secretary shall be a director and the Company Secretary by virtue of his office and shall have such rights and privileges as the Board/Voting Members in general meeting shall from time to time prescribe.
24. Honorary Treasurer
At the annual general meeting in 2015 and at the annual general meeting every second year thereafter and each third anniversary thereof, the Honorary Treasurer shall retire but shall be eligible for re-appointment in accordance with these Articles. The election for the office of Honorary Treasurer shall be conducted in accordance with Article 0. A member so appointed shall hold office for a two year term but shall be eligible for re-election. The Honorary Treasurer shall be a director by virtue of his office and shall have such rights and privileges as the Board/Voting Members in general meeting shall from time to time prescribe.
25. Chairman of the Youth Section
At the annual general meeting in 2015 and at the annual general meeting every second year thereafter and each third anniversary thereof, the Chairman of the Youth Section shall retire but shall be eligible for re-appointment in accordance with these Articles. The election for the office of Chairman of the Youth Section shall be conducted in accordance with Article 0. A member so appointed shall hold office for a two year term but shall be eligible for re-election. The Chairman of the Youth Section shall be a director by virtue of his office and shall have such rights and privileges as the Board/Voting Members in general meeting shall from time to time prescribe.
26. Elections
26.1 Any Voting Member may nominate another member to be the Chairman, Honorary Secretary, Honorary Treasurer, Chairman of the Youth Section or an Elected Director. Any nomination must be made on the form prescribed from time to time by the Board. Any nomination must be seconded by another Voting Member. Voting Members 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.
26.2 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 by the Board.
27. Casual Vacancies
A casual vacancy arising among the offices of President, Chairman, Vice-Chairman, Honorary Secretary, Honorary Treasurer or the Elected Directors, shall be filled by the Club in general meeting 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 Oxford Harlequins Rugby Football Club as at the date of incorporation; and such other persons as are admitted to membership by the Board 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 Board has approved the application.
28.3 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.
28.4 For the purposes of registration the number of members is declared to be unlimited.
28.5 A person shall not be entitled to any privileges of the Club until two days have passed since his application for membership was submitted, whether or not he is admitted as a member before those two days have lapsed.
28.6 The Board 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 Board shall use its best endeavours to ensure that the fees set by it do not preclude open membership of the Club.
29. Conditions of Membership
29.1 All members shall be bound by and subject to these Articles and the Rules and shall respect the rules of the game of rugby union as set from time to time by the IRB.
29.2 The members shall pay any entrance fees and annual subscription set by the Board under Article 28.6. Any member whose subscription fee is more than six months in arrears shall be deemed to have resigned his membership of the Club.
29.3 Subject to Article 30, 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. Termination of Membership
30.1 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 his resignation, or if at any time after receipt of the notice requesting him 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 his defence either verbally or in hard copy form, and he 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 statement in his defence, vote for his expulsion, or unless the member fails to attend the meeting without sufficient reason being given. If such a vote is carried, or if the member shall fail to attend the meeting without sufficient reason being given, he shall thereupon cease to be a member and his name shall be erased from the register of members. The Board may exclude the member from the Club's premises until the meeting considering his 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 his representations.] 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.
30.2 A member may withdraw from membership of the Club by giving seven clear days' notice to the Club in writing.
30.3 A membership terminates automatically when that person dies or ceases to exist 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 the Rules.
30.4 Membership is not transferable.
30.5 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 his 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
31. Annual General Meetings
31.1 The Club may 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. The annual general meeting shall be held for the following purposes:
31.1.1 to receive from the Board the Club's accounts and the Honorary Treasurer's report as to the financial position of the Club;
31.1.2 to receive from the Board a report of the activities of the Club since the previous annual general meeting;
31.1.3 to appoint the Club's auditors;
31.1.4 to announce the election (as appropriate) of the Chairman, Honorary Secretary, Honorary Treasurer, Chairman of the Youth Section, and the Elected Directors to be appointed in accordance with these Articles; and
31.1.5 to transact such other business as may be brought before it (including without limitation the appointment of Life Members (in recognition of outstanding contribution or long service to the Club)).
31.2 All general meetings, other than annual general meetings, shall be called general meetings.
32. Attendance and Speaking at General Meetings
32.1 A person is able to exercise the right to speak at a general meeting when that person is in a position 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.
32.2 A person is able to exercise the right to vote at a general meeting when:
32.2.1 that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
32.2.2 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.
32.3 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.
32.4 In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
32.5 Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.]
33. Quorum for General Meetings
33.1 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.
33.2 Subject to Article 35.6, twelve Voting Members present in person shall be a quorum.
34. Chairing General Meetings
34.1 The Chairman shall chair general meetings if present and willing to do so. If the Chairman shall be absent, or if at any meeting he is not present within 15 minutes after the time appointed for holding the same, the Honorary Secretary shall preside. If the Honorary Secretary is not present or is unwilling to preside within 15 minutes of the time at which a meeting was due to start:
34.1.1 the directors present, or
34.1.2 (if no directors are present), the meeting,
34.2 must appoint a director or member to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.
34.3 The person chairing a meeting in accordance with this article is referred to as the chairman of the meeting.
35. Adjournment
35.1 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.
35.2 The chairman of the meeting may adjourn a general meeting at which a quorum is present if:
35.2.1 the meeting consents to an adjournment, or
35.2.2 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.
35.3 The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.
35.4 When adjourning a general meeting, the chairman of the meeting must:
35.4.1 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
35.4.2 have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
35.5 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):
35.5.1 to the same persons to whom notice of the Club's general meetings is required to be given, and
35.5.2 containing the same information which such notice is required to contain.
35.6 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 ten shall be a quorum.
VOTING AT GENERAL MEETINGS
36. Voting: General
36.1 Every Voting Member shall be entitled to receive notice of, attend general meetings and cast the number of votes to which he is entitled to cast in accordance with the Rules.
36.2 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.
37. Errors and Disputes
37.1 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.
37.2 Any such objection must be referred to the chairman of the meeting whose decision is final.
38. Poll Votes
38.1 A poll on a resolution may be demanded:
38.1.1 in advance of the general meeting where it is to be put to the vote, or
38.1.2 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.
38.2 A poll may be demanded by:
38.2.1 the chairman of the meeting;
38.2.2 the Board; or
38.2.3 two 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.
38.3 A demand for a poll may be withdrawn if:
38.3.1 the poll has not yet been take