Proposed New Articles of Association

The Board has drafted new Articles of Association for Scottish Fencing Ltd.  This is, first, because the old Memorandum and Articles do not comply with the Companies Act as it has been revised since the Company was incorporated; second, the previous Articles were unnecessarily cumbersome as they included detail which is best dealt with by By-Laws – for example, changes to the membership system previously required consent of a General Meeting;  however, this is not really practical as the Home Countries are working together on several changes to be implemented over the coming months for the benefit of members.


The proposed revised Articles have been modelled on British Fencing’s latest Articles but with appropriate variation to take account of Scottish Fencing’s unique circumstances and any differences between Scottish and English law.


Substantive changes proposed include:


1.       Changes to the number of elected Directors.  Previously this was up to 12 – a state never realised!  The current proposal is that up to 7 Directors be appointed by the membership with up to a further 2 independent Directors being appointed by the Board (for example an independent Finance Director) and up to 2 others being appointed by the Board from time to time to ensure the make-up of the Board reflects the membership demographic – for example, to increase the number of female Board members.  This is in accordance with sportscotland’s Governance Framework.

2.       Voting age of members reduced from 18 to 16 – this being the Age of Legal Capacity in Scotland.

3.       Normal term of office of a Director being increased from 3 to 4 years to reflect the Commonwealth and Olympic cycles and the sportscotland funding cycle.  In practice, this has been applied since incorporation.


Members are asked to study the Articles and are welcome to make any comments to Roy Clarke ( within the next 10 days.  After that date only minor drafting changes can be accepted before the matter goes to the Company AGM in February.


Any changes made over the next 10 days will be highlighted on the website.


UPDATE :  Following the consultation on the proposed new Articles of Association, one small change has been made.  The attached version includes those revisions at 53.1 (Additional Directors to become Members).  It is noted that the draft still contains formatting and numbering inconsistencies and these will be corrected before the AGM – but no significant alterations of substance will be made. (06.01.14)  


Draft Articles