THE COMPANIES ACTS 1985 AND 1989

COMPANY LIMITED BY GUARANTEE AND
NOT HAVING A SHARE CAPITAL
 
ARTICLES OF ASSOCIATION
Of
SCOTTISH WOMEN’S FOOTBALL
 
 PRELIMINARY
 

The “Act”  
shall mean the Companies Act 1985 as amended
By the Companies Act 1989.

“Affiliation Form”
shall mean the application form to be submitted annually by all Members (and potential members as the case may be not excluding Player Members) by the Annual General Meeting in each Season in the inner prescribed by the Executive from time to time;

“Annual General Meeting”
shall mean an annual general meeting of the Association;

“Annual Subscription”
shall mean the amount of money requiring to be paid annually to the Association by each of the Members (excluding Player Members) by the Annual General Meeting in each Season as
prescribed by the Executive from time to time;

“Articles”
shall mean these Articles of Association

“Associate Member”
shall mean a Club, League or former Player which has been admitted as an associate member in accordance with Article 5 and the expression “Associate Membership” and Associate Members” shall be construed accordingly;

the “Association”
shall mean Scottish Women’s Football;

“Association Football”
shall mean any football played by girls/women under the jurisdiction of FIFA in accordance with the Laws of the Game;

“Chairman” means the chairman of the Executive elected in
accordance with Article 33;

"Clubs" shall mean a football club playing Association
Football.

"Club Member" shall mean a Club which has been recognised as
a club member in accordance with Article 6 and
the expressions “Club Membership” and “Club
Members shall be construed accordingly.

"Code of Ethics" shall mean the code of ethics issued by the
Executive from time to time;

"Committee(s)" shall mean committee(s) of the Association
constituted in accordance with the Articles from
time to time;

"Constitution" shall mean each constitution of a Full Member
in a form approved by the Executive in
accordance with Article 9;

"Executive" shall mean the Executive of the Association
consisting of the Office Bearers from time to
time as constituted in accordance with the
Articles;

“Disciplinary Procedures” shall mean the disciplinary rules, regulations recommendations, decisions and procedures
issued by the Association, the Executive and/or its Committee(s) from time to time;

“division” shall mean a recognised division of a League as
approved by the Executive and “recognised divisions” shall be construed accordingly;

the “Executive Administrator”shall mean the executive administrator of the Executive elected in accordance with Article 33;

“Extraordinary General Meeting”shall mean an extraordinary general meeting of the Association

“FIFA” shall mean the Federation of International
Football Associations;

“Full Member” shall mean a League which has been granted full
membership of the Association in accordance with Article 4 and the expressions “Full Membership” and “Full Members” shall be construed accordingly;

“Laws of the Game” shall mean the laws of the game as laid down by the International Football Association Board and issued by FIFA;

“League” shall mean (subject to the Executive’s decision to the contrary) a group of not less than four Clubs (or such minimum/maximum number of Clubs as the Executive from time to time may prescribe) constitutionally formed into an administrative body for the purpose of (1) administering and issuing fixtures for recognised age levels and/or recognised divisions (as the case may be); and (2) dealing with disciplinary matters affecting or relating to the group of clubs;

“Member(s)” shall mean collectively Full Members, Associate Members, Club Members and Player Members;

“Office Bearer(s)” shall mean the directors of the Association and
shall consists of the Chairman, the Vice-Chairman, the Treasurer, the Executive Administrator; the Senior League Officer and
Youth League’s Officer together with such other directors as the Association may in a general meeting from time to time appoint;

“official” shall mean any person associated with a Club and/or League who is not a Player Member;

“Player” shall mean a player registered with the Association participating in Association Football under the jurisdiction of the
Association and “Players” shall be construed accordingly;

“Player Member” shall mean a Player who has been recognised as
a player member in accordance with Article 7 and the expressions “Player Membership” and Player Members” shall be construed
accordingly;

“Players Registration Form/Fee”shall mean the application form/fee to be submitted annually by all Players before participating in Association Football as prescribed by the Executive from time to time;

“Quorum” shall mean the minimum required number of voting delegates attending a meeting before the meeting may commence;

“recognised age levels” shall mean all age levels recognised by the
Executive from time to time;

“Rules” shall mean the Disciplinary Procedures, all rules, regulations, recommendations, decisions and procedures issued by the Association, the Executive and/or its Committee(s) from time to
time governing the playing of Association
Football including without prejudice to the
generality of the foregoing rules, regulations,
recommendations, decisions and procedures
governing competitions, disciplinary and appeal
procedures together with all rules, regulations
recommendations, decisions and procedures
issued by SFA, FIFA and/or UEFA from time to
time;

“Season” shall mean the period stipulated by the SWFA
from time to time

“Secretary” shall mean the Executive Administrator;

“Senior League” shall mean the Scottish Women’s Football
League constituted November 1999
administering Association Football as
recognised by the Executive;

“Senior League Officer” shall mean the representative nominated by the Senior League to be an Office Bearer in accordance with Article 33.2;

“SFA” shall mean the Scottish Football Association Limited

the “Treasurer” shall mean the treasurer of the Association elected in accordance with Article 33;

“UEFA” shall mean the Union of European Football Associations;

the “Vice-chairman” shall mean the committee of representatives of
the Youth Leagues as recognised by the Executive;

“Youth League” shall mean all youth Leagues administering
Association Football as recognised by the Executive; and

“Youth League Officer” shall mean the representative nominated
appointed by the Youth Committee to be an Office Bearer in accordance with Article 33.2

MEMBERSHIP

FULL MEMBERSHIP

CLUB MEMBERSHIP

PLAYER MEMBERSHIP

CONSTITUTION OF FULL MEMBERS

9.1 the matters set out in Articles 4.4;

9.2 rules governing the administration and playing of Association Football at Club level, for recognised divisions and for recognised age levels (as appropriate);

9.3 rules governing disciplinary matters in respect of its Clubs and appeal structures (including right to appeal to the Association);

9.4 provisions for the election, resignations and removal of its officers and representatives incorporating a procedure whereby nominations for such positions are approved by the Executive; and

9.5 such other matters as the Executive from time to time may prescribe

10 All proposed changes in the said Constitution shall be submitted to the Secretary in writing by recorded delivery at least twenty eight day before it is proposed that such changes become operative and shall, in all cases, be subject to prior approval of the Executive.

11 Each Full Member shall submit annually (with its Affiliation form) to the Secretary by the Annual General Meeting in each Season details of each of its officer’s name. Address and contact details and each officer shall:-

11.1 be properly elected in accordance with the relevant Full Member’s Constitution

11.2 not be bankrupt and shall not have made any arrangements or composition with creditors;

11.3 not be of unsound mind, suffering a mental disorder, nor had a curator bonis or other person appointed to exercise power with regard to his property/affairs;

11.4 not be a member of another Club or League without the prior written consent of the Executive;

11.5 not be participating as a referee in Association Football; and/or

11.6 not have been disqualified by the Association, the Executive or one of its Committee.

TERMINATION OF MEMBERSHIP

12 The Executive may terminate any Member’s membership or at its discretion may impose a fine or suspension or a combination of such penalties for such time period as it shall decide in respect of a Member; in the following circumstances:-

12.1 the Annual Subscription (in respect of the Full, Associate and Club Members only) has not been paid by the Annual General Meeting in each Season:

12.2 the Affiliation Form has not been submitted to the Secretary by the Annual General Meeting in each Season

12.3 The Executive or the Association is of an opinion that the Member has brought the game into disrepute

12.4 The Member (or any Club, Player under its supervision) has infringed any provision of its relevant constitution, the Articles, the Code of Ethics and/or the Rules; and

12.5 It has made or is about to make an unauthorised alteration of its Constitution

The Executive (or its Committee as the case may be) shall be authorised to investigate the affairs of any of its Members for the purpose of this Article and shall be entitled to access to such information as it may require.

VOTES OF MEMBERS

13 subject to any provision in these Articles to the contrary, the Senior League shall be entitled to receive notice of and attend all general meetings and shall have two votes per recognised division and shall appoint representative(s) in accordance with Article 17 to represent it at general meetings.

14 Subject to any provisions in these Articles to the contrary, the Youth Leagues shall be entitled to receive notice of and attend

15 Associate Members, Club Members and Player Members shall not be entitled to vote at general meetings of the Member nor receive notice or attend such general

16 If any additional League are accepted as Full Members such League shall have the number of votes and representatives as prescribed by the Executive on admission.

APPOINTMENT OF FULL MEMBER REPRESENTATIVES

17 Each Full Member shall be entitled to appoint representative(s) to represent it and attend all general meetings subject to the following conditions:-

17.1 representatives of a Full Member must be an officer of the Full Member elected in accordance with its Constitution and shall in case of
(1) the Senior League consist of two representatives from each recognised division; (2) the Youth Leagues consist of a representative from each recognised age level’ (3) all other Leagues that have been accepted as Full Members, the number of representatives prescribed by the Executive on admission;

17.2 a representative’s attendance at each Annual General Meeting shall be contingent on the Annual Subscription for the ensuing playing Season having been paid by the Full Member concerned and the Affiliation Form having been submitted timeously;

17.3 a representative’s attendance at each Extraordinary General Meeting shall be contingent on the Annual Subscription for the current playing Season having been paid by the Full Member concerned and the Affiliation Form having been submitted to the secretary;

17.4 a representative of a Full member which is under suspension shall be debarred from attending at any general meeting and no Full Member shall be represented at any general meeting by any person under suspension imposed or confirmed by the Association; and

17.5 no person owing money to the Association shall represent a Full Member at any general meeting.

PROCEEDINGS AT GENERAL MEETINGS

18 The Quorum for general meetings shall be a majority of Full Members entitled to receive notice, vote and attend general meetings who must be present when the meetings proceeds to business. For a Full Member to be deemed “present” at a general meeting a majority of its representatives must be present either personally or by proxy. All decision of the Association shall require a majority of 75% of the votes of the Full Members at a properly called and quorate general meeting.

19 The Chairman shall not be entitled to an additional or casting vote.

20 The Association 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 Executive but in normal course shall be in August in each calendar year and 21 days’ notice in writing is require to call an Annual General Meeting.

21 All general meetings other than Annual General Meetings shall be called Extraordinary General Meetings which the Executive may convene as it thinks fit on 21 days’ notice in writing to the Full Members.

22 Notices calling Extraordinary General Meetings and Annual General Meetings shall state the business to be transacted at the meeting and should be given to the Full Members in writing stating the place, day and hour of the meeting.

23 The accidental omission to give notice of any general meeting to any person entitled to receive notice shall not invalidate the proceedings at that meeting.

24 In addition to the Executive calling general meetings the Secretary shall serve notice to the Full Members that an Extraordinary General Meetings has been called on receipt of a written memorandum from not less than two thirds of the total voting rights of all Full Members to convene and Extraordinary General Meeting. Such memorandum must state the object of the meeting and the resolutions proposed to be considered. If the Secretary fails to convene such meetings and the resolution proposed to be considered. If the Secretary fails to convene such a meeting within 21 days of receipt of the memorandum the requisitioning members may themselves convene the meeting.

25 No business shall be transacted at any general meeting unless a Quorum is present when the meeting proceeds to business.

26 If within half an hour from the time appointed for the holding of a general meeting a Quorum is not present the meeting, if convened on a requisition of Full Members, shall be dissolved. In any other case it shall stand adjourned and Full Members shall be given 21 days’ notice of the time and place, as the Executive may determine, of such adjourned meetings and if at such adjourned meetings a Quorum is not present within half an hour from the time appointed for holding the meeting, the Full Members present shall be a Quorum. No Full Member shall have the power by absence from meetings to frustrate the business of the Company.

27 The Chairman of the Executive shall preside as Chairman at every general meeting, but if the Chairman is not present at any meeting or not present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to preside, the Vice Chairman of the Executive shall preside. If the Chairman of Vice Chairman of the Executive shall not be present the Full Members present shall choose some other member of the Executive or, if no such member be present or if all the members of the Executive present decline to take the chair they shall choose a nominated representative of a Full Member in accordance with Article 17 who shall be present, to preside.

28 The Chairman may, with the consent of the meeting at which a Quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time, and from place to place but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as for an original meeting. Save as aforesaid, the Full Member shall not be entitled to any notice of adjournment, or of the business to be transacted at an adjourned meeting.

29 At any general meeting a resolution put to the vote of the meeting shall be decided by a show of hands

30 Subject to the provisions of the Act, a resolution in writing signed by all of the Full Members (that is, by each of their nominated representatives) being entitled to receive notice of and to attend and cote at general meetings shall be valid and effective as if the same had been passed at a general meeting of the Association duly convened and held.


PROCEEDINGS OF THE EXECUTIVE

31 The Executive shall consist of the following Office Bearers:-

1. the Chairman
2. the Vice-Chairman
3. the Treasurer
4. the Executive Administrator
5. the Senior League Officer
6. the Youth League Officer
7. any other persons as the Association may prescribe from time to time


32 The quorum shall be three Office Bearers either personally present or present by proxy when the meetings proceeds to business one of which shall consists of the Chairman or the Vice-Chairman and all decisions of the Executive shall be made by decision of majority of Office Bearers attending meetings of the Executive either personally or by proxy.

33 33.1 Any decision to elect Office Bearers (with the exception of the appointment of the Senior League Officer and Youth League Officer and Article 33.4 below) or remove Office Bearers (with the exception of Article 33.3 below) shall be made at a general meeting

33.2 The Senior League shall nominate its chairman (or with the prior consent of

the Executive one of its representatives or officers appointed in accordance with Article17) to be its Senior League Officer and the Youth League shall nominate its chairman (or with the prior consent of the Executive one of its representatives appointed in accordance with Article 17) to be its Youth League Officer, such nominated persons shall be appointed to the Executive at the Annual General Meeting. If such Senior League Officer or Youth League Officer is removed in accordance with these Articles or resigns, the Senior League or Youth League (as the case may be) shall notify the Secretary forthwith with details of its alternative representative (appointed in accordance with Article 17) who has been nominated to act in the stead of such person.

33.3 If an Office Bearer fails to attend three consecutive meetings of the Executive or persistently fails to attend such meetings, the Executive may by written notice to that Office Bearer (signed by a majority of the other Office Bearers) remove her from office forthwith.

33.4 Following the resignation or removal of an Office Bearer, the Executive may appoint such other person to act as Office Bearer (and in the case of the Senior League Officer or Youth League Officer, their alternative representative in accordance with Article 33.2) in her stead until the next Annual General Meeting. Nominations to appoint an Office Bearer (with the exception of the Senior League Officer and the Youth League Officer) in the stead of an Office Bearer who has resigned or been removed or nominations of such other persons who wish to be elected as an Office Bearer in the stead of an existing Office Bearer (with the exception of the Senior League Officer and the Youth League Officer) shall be made not less than 42 days (or not less than 48 hours, if 42 days’ notice is not available as a result of the date of her resignation or removal or such shorter period as permitted by the Executive) of the Annual General Meeting to the Secretary who shall circulate the same to the Full Members prior to the Annual General Meeting. All candidates for Office Bearers must satisfy the qualifications and recommendations stipulated by the Executive from time to time and such shall office shall be forthwith vacated:-

1. if any arrangements or composition has been made by her or composition with her creditors;

2. she becomes of unsound mind;

3. if by notice in writing to the Executive she resigns from office;

4. she becomes disqualified as acting as an Office Bearer;

5. she ceases to satisfy the requirement or qualifications set out in this Article 33; and/or

6. the Full Members resolve that she has brought the Association into disrepute and is no longer a fit and proper person to act as an Office Bearer.


34 The Executive may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they see fit. A member of a Committee may at the Chairman’s discretion be requested to attend a meeting of the Executive but shall have no voting powers at such a meeting. At the discretion of the Chairman an Office Bearer or a requested member of a Committee may participate in such meetings by means of such conference, telephone or other similar communications equipment as permit all person participating in the meeting to hear each other, and an Office Bearer participating in such meeting by such means shall be deemed to be present at the meeting and be counted in the Quorum.

35 Two or more Office Bearers may request that the Secretary shall, at any time, summon a meeting of the Executive by written notice served on the Office Bearers giving reasonable notice of such meeting having regard to all the circumstances.

36 The chairman shall preside at all meetings of the Executive at which shall be present, but if at any meeting the Chairman is not present within five minutes after the time appointed for holding the meeting the Vice Chairman shall be appointed to preside as the Chairmen of the meeting.

37 A meeting of the Executive at which a Quorum is present shall be competent to exercise all the authorities powers and discretions by or under the regulations of the Association, for the time being vested in the Executive generally.

38. The Executive may appoint such Committee, advisory groups and working parties as it thinks fit for such purposes as it consider necessary. The Executive shall appoint a chairman for each such Committee, advisory group and working party, and may include within the membership of the same persons who are not Members of the Association, in and advisory capacity. The proceedings of such Committee, advisory groups and working parties shall be regulated by Article 39, and references in these Articles to “Committee” shall be deemed to include references to advisory groups and working parties.

39. Any Committee formed by the Executive to despatch any of its business shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Executive. The meetings and proceedings of any such Committee shall be governed by the provisions of these Articles for regulating the meetings and proceedings of the Executive so far as applicable and so far as the same shall not be superseded by any regulations made by the Executive. All Acts and proceedings of any such Committee shall be reported to the Executive as soon as possible, for approval, if required.

40. All acts bona fide done by any meeting of the Executive or of any Committee of the Executive, or by any person acting as a member of the Executive of any such Committee, shall, not withstanding that it be afterwards discovered that there was some defect in the appointment or continuance in office of any such member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a member of the Executive or of any such Committee.

41. The Executive shall cause proper minutes to be made of all appointments of Office Bearers made by the Executive and of the proceedings of all meetings of the Executive and of Committees of the Executive, and all business transacted at such meetings. Such minutes of any meeting, if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting, shall be sufficient evidence of such proceedings without any further evidence of the facts stated therein.

42. A resolution in writing signed by all the Office Bearers or members of any Committee of the Executive, who are entitled to receive notice of a meeting of the Executive or any Committee of the Executive, shall be as valid and effectual as if it had been passed at a meeting of the Executive or of such Committee duly convened and constituted.

SECRETARY
43. The office of Secretary shall be held by the Executive Administrator from time to time. The provisions of Sections 283(1) to (3) and 284 of the Act shall apply and be observed. The Executive may from time to time by resolution appoint or remove an assistance or deputy secretary, and any person so appointed may act in place of the Secretary if there be no Secretary or no Secretary capable of acting.

APPEALS COMMITTEE
44. The Executive shall appoint a Committee (the “Appeals Committee”) to investigate appeals from Players officials, referees, Clubs or Leagues against decision of its Members. The Appeals Committee shall be responsible and shall draw up procedures governing such appeals (the “Appeals Procedures”) which shall be available from the Secretary and a fee (in the amount prescribed by the Executive from time to time) shall be submitted with each appeal application. The Appeals Committee shall have the power to:-

44.1 affirm the decision of the body whose decision is appealed
against;

44.2 uphold the appeal by setting aside the decision appealed against and quashing any penalty imposed;

44.3 uphold the appeal in part by setting aside part only of the decision appealed against;

44.4 Substitute for the decision appealed against the decision to find the appellant guilty of a lesser offence and/or to impose a lesser penalty or penalties in respect thereof;

44.5 Refer the case or any part of it back to the body whose decision is appealed against; and/or

44.6 take any step which, in the exercise of its discretion, the Appeals Committee considers it would be appropriate to take in order to justly deal with the case in question

If the appeal is unsuccessful the appellant may be held liable in all or part of the expenses of the meeting subject to discretion of the Appeals Committee. If the appeal is successful the appeal application fee shall be returned to the successful appellant. The decision of the Appeals Committee shall be final and binding on the parties concerned unless the decision is appealed by the unsuccessful appellant within 7 working days to the SFA in accordance with the procedures laid down by the SFA from time to time and as set out in the Appeals Procedures.

DISCIPLINARY COMMITTEE
45 The Senior League and the Youth Leagues shall be responsible for disciplinary matters within their own leagues. However in respect of all other Members (and the Senior League and Youth Leagues if the Executive feels the disciplinary matter is of an exceptional magnitude) the Executive shall have the power to appoint a Committee (the “Disciplinary Committee”) which shall have the power to:-

45.1 carry out such Disciplinary Procedures as directed by the Exective from time  to time for dealing with reports by match officials relating to incidents and acts of misconduct occurring at matches under the jurisdiction of the Association involving Members or Players; and

45.2 to investigate any case in which any Member’s or officials act of misconduct or the circumstances pertaining to such misconduct would appear in the opinion of the Disciplinary Committee to be exceptional and to take such action upon the outcome of its investigation including the imposition of any, additional or other penalties as it may consider merited given the facts and circumstances surrounding the investigation

PUBLICITY
46 A Member issuing a match program or any other publication or audio/visual material of any description or allowing any programme or publication or audio/visual material to be sold or distributed within its grounds or at an event for which it is responsible shall be held responsible for all matters contained therein and must obtain the approval of the Executive before doing so. Furthermore, the consent of the Executive is required before any Member issues or takes part in any press announcement or other publication or audio/visual material of whatever description.

SHIRT ADVERTISING
47 In matches played under the jurisdiction of the Association the Players’ shirts may carry advertising subject to;-

47.1 compliance with the requirements relating to the dimensions of such advertising as laid down by the SFA; and

47.2 the name or logo and/or design to be used in such advertising having the prior written approval of the SFA.
INSURANCE

51. Each Member shall carry the appropriate insurance cover as required by the Executive from time to time

USE OF PROHIBITED SUBSTANCES OR PROHIBITED TECHNIQUES
52 No Player shall use or take advantage of a prohibited substance or prohibited technique as defined in the SFA Charter Against Doping in Scottish Football as may be further specified by the SFA council by amending that Charter from time to time.

INDEMNITY
Subject to the provisions of the Act but without prejudice to any indemnity to which an Office Bearer may otherwise be entitled, every Office Bearer or other officer or auditor of the Association shall be indemnified out of the assets of the Association against all costs, charges, losses, expenses and liabilities incurred by her in the execution of her duties or in relation thereto include any liability incurred by her in defending proceedings, whether civil or criminal, in which judgement is given is her favour or on which she is acquitted or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on her part or in connection with any application in which relief is granted to her by the court from liability for negligence, default, breach of duty of trust in relation to the affairs of the Association.