Oxfordshire Cricket Board Ltd

Annual General Meeting

2015

Monday December 7th at The Tudor Jones Building, Akeman Street, Chesterton,

Bicester OX26 1TH, at 7pm

Registered Office: 4 Brookside, Thame, Oxon. OX9 3DE. Registered Company

No: 7376156. Directors: C.J. Clements (Chairman), P.R.N. O’Neill, R.S.Berryman,

J.C. Patey, Margaret Stevens, T.M. Spittles, D.J.King, P.D. Humphreys

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Contents Page

AGM 2015 Agenda 2

AGM 2014 Minutes of Meeting 3-4

Chairman’s Report 2015 (C Clements) 5-6

Financial Report and presentation of audited accounts 7-17

Proposed version of Articles (special resolution) 18

Proposed version of Company Bye-Laws 19-25

Supporting Statements for proposed Director Elections 26-29

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Agenda – AGM 2015

1. Apologies for absence

2. Minutes of the last AGM*

3. Matters Arising

4. Chairman’s Report*

5. Financial Report and presentation of audited accounts*

6. Subscriptions for 2016

7. Special Resolutions regarding alterations to the Articles of Association*

8. Proposals to alter and extend the Company Bye Laws*

9. C. J. Clements and Margaret Stevens are the Directors who stand down by rotation, but are both

eligible for reappointment.

R.S. Berryman is retiring as a Director of OCB Ltd.

The Directors propose that:

i) C.J. Clements is re-appointed as a Director of OCB Ltd*

ii) Margaret Stevens is re-appointed as a Director of OCB Ltd*

iii) Following the recruitment process and appointment since the last AGM of David King, Paul

Humphreys and Tim Spittles as Directors of OCB Ltd, the Directors propose that they are confirmed as

Directors of OCB Ltd.*

10. Election of Officers.

The Directors unanimously nominate the following to hold office for the 2016 -

Chairman: C.J. Clements

Company Secretary: P.R.N. O’Neill

Finance Director: J.C. Patey.

11. The Directors propose that R.S. Berryman becomes an Honorary Member of OCB Ltd.

Please note that for Special Resolutions a majority of 75% is required and for Ordinary Resolutions

(Proposals) a simple majority is required.

*Supporting documents included in this booklet.

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Oxfordshire Cricket Board Limited

Annual General Meeting 2014

Minutes of the Annual General Meeting held on Monday December 8th 2014 at Hawkwell House Hotel at

7pm.

Present: C. Clements (Chairman), J. Patey, Margaret Stevens, A. Moss, R. Hedges, I. Royle, D. Woods, A.

Crossley, A. Scarlett, Fiona Currie, Andrea Mayho, T. Haworth, M. Eason, D.A. Brooks, D. Freeman, J.

Lawton Smith, P. Manning, Lesley Pykett, Rosalyn Porter, S. Porter, P. Salway, M. Eltham, T. Eltham, N.

Megson, P. White, M. Geeson Brown, D.G. Brooks, W. Quereshi, W. Eason, I. Hawtin, J. Dale, G.

Setterfield, R. Berryman and P. O’Neill.

Apologies for absence were received from W. Bennett, K. Arnold, R. Boyles, R. Giles, L. Payne, P. Fenn,

A. West and Ellie Porter.

The Chairman welcomed everyone to the meeting and declared it quorate.

Minutes

The minutes of the previous AGM were signed as a correct record.

Matters Arising

None

Chairman’s Report

The Chairman’s Report is available on the website.

The Chairman answered a number of questions not all of which were regarding his report. Rosalyn Porter

said that the Women had not benefited from Sussex coaching and Luke Ryan confirmed there has been a

focus on our youth squads and that the same applied to the Senior Men.

Michael Geeson Brown explained why he had stepped down as a Director.

Alan Crossley suggested that members’ meetings were ‘un-interesting’ - Don Brooks said that he found the

Members’ meetings to be very open and enabled members to have their voice heard. Peter O’Neill

reminded the meeting that members have been asked to contribute towards setting the agenda.

There was a discussion about Rupert Evans’s departure and the next steps for the Minor Counties Head

Coach role. Chris Clements confirmed that Rupert Evans had stepped down from his role as Head of

Cricket (as reported in a joint statement). The Minor Counties Side will be having a head coach in 2015

and an announcement will be made in the New Year following the Senior Cricket MT on the 26th January.

Company Secretary’s Report

The Company Secretary’s Report is available on the website.

Discussion followed on how new Directors were appointed following the retirement of Michael Geeson

Brown. Michael’s responsibilities were in 2 areas: Welfare and as our Legal expert. At his request, he will

continue to fulfil the Welfare role, and we will outsource legal support to a 3rd party on a needs basis.

The meeting was reminded that there are no stipulations on number of Directors, other than retaining a

minimum of 3 (currently 5).

-At this point no resolution had been created by the Board to recruit new Directors.

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-Therefore any proposals from the membership would not be eligible for voting that evening. NB It was

noted that Paul Salway had notified some of the members of his intention to stand as a Director in a role

which currently does not exist.

- The OCB would be advertising new Director positions in early 2015, following an assessment of need.

This will be an open recruitment process and will conform to wishes of the ECB who see this as an

important quality of a High Performing Cricket Board. Andrew Moss, Paul’s proposer accepted that this

was a sensible process, but will continue to promote Paul as a candidate for future vacancies.

The proposed dates for Members’ meetings in 2015 are Monday March 30th, Monday September 28th and

Monday December 7th following the AGM.

Financial Report and presentation of Audited Accounts

Roger Berryman presented his report and the income, expenditure and balance sheet for the period ending

September 30th 2014. The Accounts had been audited and showed a small surplus for the year of £127.

He thanked Williamson West for their continued support with the payroll. He announced that it was his

intention to retire as a Director during 2015 as he would be 75 in March. Rosalyn Porter proposed a vote of

thanks to Roger for his many years of service to OCB; this was seconded by Andrew Moss and endorsed

by all present.

The accounts were adopted following the proposal from Don Brooks, seconded by Andrew Moss.

Subscriptions for 2015

Subscriptions and affiliation fees for 2015 would remain at £20.

Re-appointment of Directors

P.R.N. O’Neill and J.C. Patey both retired by rotation and were re-appointed as Directors of OCB Ltd.

The meeting closed at 8.50pm.

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Chairman’s Report to the Company Annual General Meeting –

December 2015

2015 has been a very successful year for Oxfordshire Cricket, both on and off the field.

During the year we have significantly strengthened the Board of Directors and our exciting young

workforce has expanded. Both groups have benefited from a robust recruitment process. Our Cricket

Pathway has developed considerably and there are now regular examples of Oxfordshire squads competing

at a national level. We currently have 6 young Oxfordshire players in FCC Academies. The game is being

made available to a much wider audience and as an organisation we are developing new products which

will create advocacy and increase

participation.

Our financial position remains

strong, we have upgraded to a new

finance system which offers daily

visibility of our financial position, a

new CRM system which will help us

maintain better and more accurate

player records, on-line payments and

we have generally moved away from

paper to electronic media.

The Board met 8 times in the financial year, our governance model reflecting a business whereby the daily

deliverables are being driven by the workforce and management teams, with the Board setting strategy and

reviewing progress. Our 5 Management Teams have met throughout the year. Some are more advanced

than others in their contribution. Our Forum structure is gaining momentum and remains a source of

valuable feedback for the Board to consider and act upon. It is essential that the Board

continue to have a direct channel to these groups. Although regular dialogue has been

maintained, we didn’t formally meet with the Officials and Coaching Associations this year.

This remains a matter of priority. We recognise the additional load we are placing on these

organisations as our programme expands.

There are clear signals from our National Governing Body (ECB) that they have far more

confidence in Oxfordshire Cricket delivering against the ECB strategic plans. In March we

conducted our annual self- assessment under the guidance of Laura Newton our ECB

Business Support Manager. No major non-conformances were highlighted and we received our full quota

of funding for the year. The ECB continue to apply the checks and balances to the organisation. This

should provide reassurance to the Oxfordshire Cricket Community that their Local Cricket Board is in a

healthy state.

Joint working with Berkshire and Buckinghamshire is becoming a regular feature of our portfolio. To-date

that has included Coach Education and Coach Award courses. Opportunities for the future include

collaboration on Groundsmanship, Disability and Women’s cricket. Our partnership with Sussex is bearing

fruit with Oxfordshire players (Boys and Girls) visiting Hove, and the Sussex coaches and management

team being frequent visitors to Oxford to support our coaching programme and events. We are grateful to

MCS for the partnership benefits they bring and for the support of

our sponsors Cricket Evolution and KFP for their generous

sponsorship. Our kit sponsor, Serious Cricket, have delivered on all

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of their promises. The kit supply chain problems have disappeared, as has the risk of stock obsolescence.

As many of you know, the development of young people is at the heart of my personal manifesto. With

that comes the responsibility for their welfare. Our volunteer Welfare Officers, Michael Geeson Brown

and Lesley Pykett do a good job of making sure that welfare risks are identified and mitigated. As a matter

of routine the Board reviews a monthly report from the Welfare Officers. I am pleased to say that there

were no significant incidents in the year resulting from activities falling under the auspices of the OCB.

We remain in touch with the wider Oxfordshire Cricket Community on wider matters and communicate

incidents on a need to know basis.

In terms of Governance, a working group of 3 (one Board, 2 non-Board members) are tabling a small

amendment to Articles of Association plus a re-write of some of the Bye-Laws. This exercise is to provide

clarity to the way the business is governed. There have been several inconsistencies which have led to

uncomfortable debate since incorporation in 2010. The Board unanimously support the amendments that

are being proposed by the working group to the 2015 AGM.

We envisage that 2016 – 19 will present a new set of challenges, including a new Memorandum of

Understanding with the ECB scheduled for 2017. I am confident that the current Board and the Workforce

will rise to these challenges and deliver what is best for Oxfordshire Cricket.

Finally I would like to take this opportunity of thanking everyone for their support. Oxfordshire Cricket is

owned by the Cricketing Community of Oxfordshire; it is great to see all of the components of that

community pulling in the same direction. My thanks go out to everyone who has played a part in the

successes of 2015.

Chris Clements

On behalf of the Board may I take this opportunity of recording thanks to those who have contributed

throughout the year:-

Board of Directors, Board Advisor (Dave Brooks), Workforce

Management Team Members, Working Group Members, Oxfordshire Officials Association, Oxfordshire

Coaches Association

Volunteers, Members, Players, Parents, Coaches, Umpires, Scorers, Clubs, Groundsmen, Club Volunteers

Sponsors: KFP, Cricket Evolution, Serious Cricket; Partners: Sussex Cricket, MCS, Bicester and North

Oxford Cricket Club

National Governing Bodies: ECB, Chance to Shine, Minor Counties Cricket Association

Key Suppliers, Head Office HR

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Contents

Financial Director Report FY15 ..................................................................................................................... 8

Assurance Report FY15 .................................................................................................................................. 9

Financial Policy FY15 .................................................................................................................................. 10

Income and Expenditure Accounts FY15 ..................................................................................................... 11

Notes to Income and Expenditure Accounts FY15 ....................................................................................... 12

Balance Sheet FY15 ...................................................................................................................................... 14

Notes to Balance Sheet FY15 ....................................................................................................................... 15

Deferred Income, Funds and Accruals FY15 ................................................................................................ 16

Notes on Deferred Income, Funds and Accruals FY15 ................................................................................ 17

Oxfordshire Cricket Board Ltd

Annual Financial Report

FY15

(1st October 2014 – 30th September 2015)

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Financial Director Report FY15

The accounts for 2014/15 show a small surplus achieved from a turnover of £430k. Costs have increased

from FY14 by £87k, principally due to further investment in our permanent workforce, increased costs

associated with a considerably expanded youth assessment, coaching and playing programme, together

with higher costs of senior cricket as a consequence of success on the field.

The investment in the workforce has enabled us to displace costs elsewhere (eg coaching), to seek new and

expanded streams of income (eg youth assessment and our schools programme), to provide increased

support and improved services to our clubs and to develop commercial partnerships. We are improving our

reputation through being transparent and striving for excellence in our delivery. We demonstrate our strong

reputation with our neighbouring counties and ECB by taking responsibility for a joint Thames Valley

Disability programme. We have satisfied all of our responsibilities to the ECB and other funding bodies

and we have received all of the associated funding available to us.

During the year we have implemented a new accounting system. This has enabled the Board and the

Workforce to have an improved and ‘real-time’ understanding of our financial position. This has been

coupled with a drive for more receipts of funds to be in electronic forms rather than cash, which has

improved our audit trails and provides information for subsequent analysis. These developments contribute

significantly to our robust internal governance platform.

The next few years will present a financial challenge and the Board must remain vigilant and sensitive to

funding model changes. We have invested in our permanent workforce, enabling a larger cricket

programme and greater involvement in cricket development programmes in the county and further afield.

Finally, the Board would like to thank Anthony West and his accounting firm Williamson and West for

their generosity in providing free payroll services for an extended period ending in January 2015. The

Board would also very much like to thank Mike Beaumont for reviewing our financial information and for

providing the assurance report attached to this report.

John Patey

Finance Director

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Assurance Report FY15

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Financial Policy FY15

The Board of Directors is charged with the preparation of Financial Statements for each financial period

which give a true and fair view of the state of the Company's affairs and the Income and Expenditure for

that period.

In preparing those Financial Statements, the Directors are required to:

I. Select suitable accounting policies and apply them consistently.

II. Make judgements and estimates that are reasonable and prudent.

III. Prepare the Financial Statements on a going concern basis unless it is inappropriate to presume

that the Company will continue in business.

The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy

at any time the financial position of the Company.

The Directors are also responsible for taking reasonable steps for the prevention and detection of fraud and

other irregularities.

STATEMENT OF THE BOARD

We confirm that as Directors we have met our duty in accordance with the Company's financial policies,

that is, to:

I. Ensure that the Board has kept proper accounting records.

II. Prepare financial statements which give a true and fair view of the state of affairs of the Board as

at 30 September 2015 and of its surplus or deficit for that period.

III. Follow the applicable accounting policies, subject to any material departures disclosed and

explained in the notes to the financial statements.

John Patey

Financial Director

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Income and Expenditure Accounts FY15

FY14 FY15 Variance

Income £ £ £

Bank Interest 72.47 61.91 -10.56

Clubs 6,733.10 9,556.57 2,823.47 *note 1

Coach Education 9,428.73 4,102.00 -5,326.73 *note 2

ECB Funding 103,477.47 119,449.65 15,972.18 *note 3

Events 6,383.44 6,383.44 *note 4

MCCA Funding 36,928.01 42,353.30 5,425.29 *note 5

Membership/Donations 3,830.00 4,368.00 538.00

Other Income 5,342.18 -5,342.18

MKK Kit Sale 18,871.97 244.67 -18,627.30

Schools 44,998.00 56,515.60 11,517.60 *note 6

Sponsorship 5,000.00 13,925.95 8,925.95 *note 7

Youth Player Pathway 108,156.78 173,366.63 65,209.85 *note 8

Total Income 342,838.71 430,327.72 87,489.01

Expenses

Club Development 5,103.77 5,692.37 588.60

Coach Education Costs 9,632.67 4,405.00 -5,227.67 *note 2

Coaches Association 854.00 854.00

Disability 2,875.03 463.25 -2,411.78

Events 6,776.36 6,776.36 *note 4

General 124.60 19.17 -105.43

Office Costs & Professional Fees 11,954.33 7,228.83 -4,725.50 *note 9

Schools Programme 30,223.95 28,164.63 -2,059.32 *note 6

Senior Men 36,892.30 42,353.30 5,461.00 *note 5

Senior Women 4,991.75 6,493.75 1,502.00 *note 10

Academy 5,640.00 7,425.95 1,785.95 *note 11

Staff Costs 91,093.31 161,157.77 70,064.46 *note 12

W&G Development 692.20 692.20

Youth Pathway 144,179.83 158,032.89 13,853.06 *note 8

Total Expenses 342,711.54 429,759.47 87,047.93

Surplus (Deficit) 127.17 568.25 441.08

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Notes to Income and Expenditure Accounts FY15

Note 1 - Clubs

Increase in income relating to an increase in Competition Entries; sponsorship relating to our 'Club

Development Evening' and use of our Competitions Fund (see Funds and Accruals FY15).

Note 2 – Coach Education

Award courses are now run in partnership with Berkshire and Buckinghamshire Cricket Boards.

Accounting in FY15 relates only to the payment of Oxfordshire-based tutors through our payroll (after

invoicing for the costs) – also includes a one-off ECB Coaching Award course run in partnership with

MCS relating to our partnership in delivering our EPP program.

Note 3 – ECB Funding

Achieved our full allocation (including the planned year-on-year increase in ECB payments during MOU

period). In addition, we were paid by ECB a TUPE ex-gratia payment: funding for Women and Girls

development projects.

Note 4 - Events

These figures in FY15 relate to the 2014 season's awards evenings making a small loss of £392.92. We

have accounted for 2015's awards evenings in FY16 (as they occur in FY16 account period).

Note 5 – MCCA Senior Men

Increase on income and expenditure relates to taking part in a one-day QF, Championship Final, T20

regional and national finals. We achieved our full age group incentive (U26) payment of £8800 (of which

£5897.70 has been transferred to the 'Minor Counties Cricket Reserve').

Note 6 – Schools Programme

Increase in funding is due to the larger scale of our SE secondary school programme and an increase in

school contributions for our primary school programme. Relative expenditure lower than income due to

cost displacement for central workforce.

Note 7 – Sponsorship

Increase FY14 to FY15 following new agreements from 2 sponsors: Serious Cricket and Cricket

Evolution.

Note 8 – Youth Player Pathway

Increase in income due to our new assessment programme, increased tours programme (8 to 18 tours) and

larger fixture programme. Expenditure significantly higher, but benefits from cost displacement relating to

our core workforce running and delivering on the programme.

Note 9 – Office and Professional Fees

Difference due to a reduction of our printing and distribution costs expenses and a reduction in expenses

from the Treasurer and Secretary.

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Note 10 – Senior Women

We continue to increase investment in our Women's team along with a yearly variance relating to away

match costs.

Note 11 – KFP Academy

Increased fixture programme from 2014 to 2015, specifically three additional 2 day matches.

Note 12 – Staff Costs

Staffing levels across the financial year:

Beginning of year, October 2014 FTE 4 + Company secretary+ treasurer.

Midyear, March 2015 FTE 4.8 + Company secretary.

End of year, Sep 2015, FTE 6.4 + Company secretary. Costs relate to salaries, business expenses, staff

CPD and reward and recognition.

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Balance Sheet FY15

As at 30/9/2014 As at 30/9/2015 Variance

Current Assets

Loans to Staff 0.00 4,598.22 4,598.22 *note 1

Un-deposited Funds 0.00 327.00 327.00 *note 2

0.00 4,925.22 4,925.22

Cash in Bank 121,260.59 109,970.70 -11,289.89

Debtors 0.00 8,473.00 8,473.00 *note 3

Net current assets 121,260.59 123,368.92 2,108.33

Current Liabilities

Creditors 0.00 2,383.22 2,383.22 *note 4

Tax and National Insurance 0.00 2,535.12 2,535.12 *note 5

Total Current Liabilities 0.00 4,918.34 4,918.34

Accruals and Deferred income 46,306.41 42,928.15 -3,378.26 *note 6

Total net assets (liabilities) 74,954.18 75,522.43 568.25

Capital and Reserves

Opening Balance Equity 74,827.01 74,954.18 127.17

Surplus for the year 127.17 568.25 441.08

Total Capital and Reserves 74,954.18 75,522.43 568.25

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Notes to Balance Sheet FY15

Note 1 – Loans to Staff

Due to the long term commitment of lease car we mitigate the cost to both the OCB and staff member by

providing a loan to exit an existing car agreement.

Note 2 – Un-deposited Funds

Balance relates to the process and slight delay in time during the processing of card payments through a

3rd party provider.

Note 3 – Debtors

Debtors include unpaid match fees, school contributions and sponsorship. We have made no provision for

this debt as it is seen as low risk at present. Debtor’s ledger automated within accounting software.

Note 4 – Creditors

Balance created by a number of late invoices received in FY16 relating to FY15.

Note 5 – Tax and National Insurance

Our Tax and National Insurance liability from our September 2015 (FY15) payroll.

Note 6 – Accruals and deferred income

Please refer to 'Funds and Accruals FY15' section.

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Deferred Income, Funds and Accruals FY15

as at 30/9/2014 as at 30/9/2015 Variance

£ £ £

Academy Fund 4,581.98 2,156.03 -2,425.95 *note 1

Assessments pre-paid 0.00 1,225.00 1,225.00 *note 2

Balance sheet accruals 600.00 600.00 0.00 *note 3

Business Development Fund 10,000.00 10,000.00 0.00

Competitions Fund 8,000.42 6,575.92 -1,424.50 *note 4

ECB Re-profile Fund 0.00 5,590.31 5,590.31 *note 5

Minor Counties Cricket Reserve 2,500.00 8,397.70 5,897.70 *note 6

Presentation Evenings - Provision 4,408.46 -1,410.00 -5,818.46 *note 7

District Net Fees - Provision 7,997.36 0.00 -7,997.36

Schools - 2 Year Package Income 0.00 1,575.00 1,575.00 *note 8

Schools Coaching reserve 8,218.19 8,218.19 0.00

Total 46,306.41 42,928.15 -3,378.26

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Notes on Deferred Income, Funds and Accruals FY15

Note 1 – Academy Fund

We are fortunate to receive sponsorship from KPF for our academy programme. We have created this fund

due to under spend during FY13 and FY14. In FY15 we have drawn down £2,425.95 to cover the total

spend due to an increased fixture programme.

Note 2 – Assessments Pre-Paid

All payments relating to the FY16 assessment process received in FY15.

Note 3 – Balance Sheet Accruals

Accrued for Audit fee cost.

Note 4 – Competitions Fund

£1,424.50 drawn down in relation to the cost of our Adult T20 competitions and losses relating to our

indoor competition.

Note 5 – ECB Re-Profile Fund

ECB funding received in FY15 that relates to FY16-17 has been brought forward.

Note 6 – Minor Counties Cricket Reserve

Due to receiving our Age incentive payment U26 earlier than expected (FY15 and not FY16) we have

added £5,897.70 to the Minor Counties Cricket Reserve.

Note 7 – Presentation Evenings Provision

All Income and expenditure relating to our 2015 Awards evenings have been placed into FY16 as they

occur during October 2015 FY16).

Note 8 – Schools-2 Year Package Income

Relates to the income for our schools that have purchased a 2 Year programme in 2015. We have split the

income over 2 years (60-40%).

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The Directors of the Oxfordshire Cricket Board Ltd propose the

following Special Resolutions to amend the Article of Associations

be submitted for approval:

SPECIAL RESOLUTION 1 – ARTICLE 8

It is proposed that the Article be amended to add the words underlined within paragraph 3, as below:

Classes of Membership

(1) The Directors may establish classes of membership with different rights and obligations and shall

record the rights and obligations in the register of members or such other form of record which is available

to be inspected by the members.

(2) The Directors may not directly or indirectly alter the rights or obligations attached to a class of

membership.

(3) The rights attached to a class of membership may only be varied if the Directors make a proposal

for amendment and:

(a) three-quarters of the members of that class consent in writing to the variation; or

(b) a special resolution is passed at a separate general meeting of the members of that class agreeing

to the variation.

(4) The provisions in these articles about general meetings shall apply to any meeting relating to the

variation of the rights of any class of members.

SPECIAL RESOLUTION 2 – ARTICLE 33

It is proposed that the Article be amended to remove the lined-out words and add the words underlined

within the paragraph as below:

33. All members who are entitled to receive notice of a general meeting must be given not less than

seven nor more than twenty-oneeight clear days’ notice of any resolution to be put to the meeting to

appoint a Director (other than a Director who is to retire by rotation under the normal course of events).

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The Directors of the Oxfordshire Cricket Board Ltd propose to

alter and extend the Company Bye Laws as follows:

Oxfordshire Cricket Board Ltd

(“the Company” or “OCB”)

Preamble

The purpose of the bye-laws is to:

• Demonstrate how the Articles will be applied.

• Demonstrate the Board’s commitments to the Company and membership.

• Protect the assets of the Company.

• Allow for flexibility to fine tune the operation of the Company without constant changes to the

Articles.

All bye-Laws are made in accordance with Article 57 in accordance with the powers set out in that article

of the Company’s Articles of Association.

Bye-Law No.1: Making of Bye-Laws

1. Bye-laws shall be made by the Directors of the Company in accordance with Article 57 of the Articles

of Association.

2. In exercising their powers, the Directors will publish additional, amended or removed bye-laws and

submit them for discussion to the following meeting of members. Any proposal published and placed

before the Members’ Meeting shall be approved by a majority of the full members attending to achieve

ratification.

3. In circumstances which require urgent action and where it is necessary to make, amend or remove a bye-

law in the best interests of the Company and to achieve its objectives, the Directors can do so acting under

their powers in article 57. In the event that they exercise those powers, the secretary shall report the

amendment of the bye-laws to the next Members’ Meeting. In such a case, the amended bye-laws will be

published on the Company website as soon as it is made and a copy of the bye-laws is to be sent to each

member by an approved form of communication.

4. Where the circumstances arise in 3 above, the members shall, at the next Members’ Meeting, consider it

and approve it, or any further amendment, by a majority of the full members attending.

5. In accordance with Article 57 of the Articles of Association of the Company, any decision to alter, add

to or repeal a bye-law shall only be made in a Members’ Meeting on a proposal from either the Directors

or from a prior Members’ Meeting.

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Bye-Law 2 : The conduct of business at General Meetings of the company

This bye-law is made in conjunction with (but not to be inconsistent with the provisions in Articles 10 –

23) of the Articles of Association in so far as they relate to the conduct of general meetings.

1. The agenda for the Annual General Meeting shall provide for the minimum items to be dealt with:

i. Election of Directors (those who are required to be elected in accordance with the Articles of

Association).

ii. Election of officers (as nominated by the Board under bye law 7).

iii. Any other person required to be elected by the byelaws at the General Meeting.

iv. Presentation and approval of Directors’ Reports.

v. Presentation and approval of Annual Accounts.

vi. Consideration and approval of any proposed change in membership fees.

vii. Notification of changes to Management Teams.

2. Any items for the agenda of the Annual General Meeting, must be delivered to the Company

Secretary by 30th October and be supported by at least five full members (which may include clubs or

organisations). Such notice and approvals may be made by post or email to the Company Secretary.

3. The Company Secretary will advertise the timeline outlined in 2. annually, with a posting on the website

by 30th September.

4. The quorum required for the general meeting shall be that as set out in the Articles of Association,

except where a meeting is reconvened, because it was originally inquorate (as found in article 15 (3)) there

must be a minimum of three members present for the meeting to proceed who shall currently be serving

as Directors.

5. Any full member, or a club or organisation who attends a general meeting of the Company, shall be able

to nominate a person on their behalf to vote on any particular item of business before the meeting. Further,

that person may be required to provide written evidence of their nomination to vote to the Company

Secretary prior to the commencement of the general meeting, and must not be under a rejection,

suspension or removal from full membership of the Company.

6. Other general meetings, called under the terms laid out in the Articles, will follow the timelines

prescribed and have an agenda formed around the specific reasons for the calling of that general meeting.

Bye-Law 3: Making of Policies

All copies of Company policies are to be retained by the Company Secretary, made available to members

on request, and published on the Company website where applicable.

1. “Company policies” are defined as policies which are made to assist with the running of the

Company and for the purposes of the Company to meet its objects as set out in the Articles of

Association.

2. “Company policies” shall further be defined as those policies currently in existence.

3. Any policies which are made by the Directors on behalf of the Company shall be published in

draft form and confirmed at the following Members’ Meeting.

4. In any event “Company polices” shall relate to the following (although the list is not exhaustive):

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i. The structure of the Company and the powers of the Directors, committees, managements

group, volunteers and employees (subject to law and the Articles of Association);

ii. the Company’s financial policies;

iii. the conduct of players/ managers/ coaches/ officials and members.

5. Any policy which is made by the Company shall not be altered, amended or removed without the prior

agreement of the Directors, who shall then lay such change in front of a Members’ Meeting as in 3 above.

6. Copies of all policies shall be kept by the Company Secretary and available for inspection upon

reasonable request.

7. All ECB policies, directives and guidelines shall be adopted by the Company without reference to the

Members’ Meetings and shall be reported upon where appropriate at the following Members’ Meeting.

Bye-Law 4: Membership and conduct of Members’ Meetings of the Company

The classes of membership of the Company, together with their rights and obligations are set out in the

attached schedule to these bye-laws.

1. Subject to the description of the individual classes of membership, membership of the Company

shall be open to anyone who is 18 years of age or over regardless of gender, disability, race, ethnic

origin, creed, religion, social status or sexual orientation.

2. In addition to individual membership, any cricket club or properly constituted cricket-related

organisation is eligible to apply for membership of the Company.

3. Any person, club or organisation wishing to apply for full membership of the Company shall

apply on the prescribed application form to be obtained from the Company Secretary and

submitted to him/her.

4. Such application will be placed before the Directors who shall either accept or refuse the

application. If the application is accepted the Company Secretary will place the name of the

member and his/her details into the members’ book and advise the member accordingly.

5. All applications must be considered by the Directors within 28 days of its receipt. The Company

Secretary must notify the applicant of the decision of the Directors within a further 14 days.

6. In the event of an application for membership being refused for any reason, the applicant will have

a right of appeal to a panel of members.

Appeal Panel

7. The members of the panel, none of whom will be Directors, will be those members who volunteer

to serve on such a panel and who are authorised at a general meeting. The Company Secretary will

act as a non-voting secretary to the panel.

8. The secretary to the panel will convene panel meetings where necessary and will appoint 3 of the

pool members to hear any given appeal.

Conduct of the Appeal

9. The applicant can attend the appeal panel if they so wish and make representations. The panel will

receive the reasons for the refusal as to membership from the Directors and may invite attendance

from the Directors at its discretion

10. The secretary will produce minutes of the meeting and will notify the panel’s decision to the

applicant.

11. The Company Secretary will inform the applicant of the appeal panel’s decision within 7 days. If

the appeal is not upheld, the applicant will be given reasons for that decision in writing.

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Members’ Meetings

12. Members’ Meetings will be held at least three times per year at dates and venues for the following

year which will be determined at the general meeting. Members of all classes will be entitled to

attend. Only full members will be entitled to vote at such meetings. Voting at meetings shall be by

simple majority by those members who attend and are entitled to vote.

The meeting will be chaired by the Chairman of the Members’ Management Team (or its successor), other

than for any formal business where the chair shall be handed to the Chairman of the OCB. The Chairman

of the OCB shall also act as the chair for the Members’ Meeting where the appointed chairman is absent.

13. Any member may request that an item required to be voted upon can be undertaken through a

secret ballot and the Company Secretary shall ensure conduct of the ballot accordingly.

14. The notice for meetings will be posted on the website, and members will have the option of

receiving notice of meetings by post or by email, on request to the Company Secretary.

15. A code of conduct for members shall be drawn up and such a code of conduct shall be entered into

the list of company policies and shall be treated as such for the purposes of any further

amendments, alterations or removal, as in accordance with bye-law 2.

Schedule of Prescribed Membership to Oxfordshire Cricket Board Ltd (“OCB”)

Full membership

Full membership is available to any individual, club, or organisation who applies for membership to the

Company and who pays the annual subscription and guarantees the payment of £10 in the event of the

Company being wound up.

Full members are entitled to the following benefits:

(i) The right to attend and vote at general meetings (clubs and organisations may send a number

of delegates, one of whom they can nominate to vote on their behalf).

(ii) The right to attend 3 members meetings per year with the Directors to influence thinking and

the future direction of the Company (clubs and organisations may send one delegate) and the

right to vote at such meetings.

(iii) The right to free entry to all home grounds where an Oxfordshire side is playing (except ECB

Nationally organised games).

(iv) The right to receive a fixture card if published.

(v) The right to purchase at a discount a copy of the handbook in hard copy form.

(vi) Insurance cover through OCB Limited whilst on OCB activities.

(vii) The right for Clubs to enter OCB run competitions (and where necessary to pay the

appropriate entry fee) for which they are eligible under those competition’s rules.

(viii) Only an individual member can be proposed or appointed as a Director of the Company.

Affiliate membership

Affiliate membership is available to any individual, club or organisations who wish to affiliate to OCB

Limited by paying the appropriate affiliation fee, and who do not wish to guarantee payment of £10 in the

event of the company being wound up.

Affiliate members are entitled to the following benefits:

(ix) The right to attend general meetings but not vote.

(x) The right to send 1 delegate to 3 members meetings per year with Directors to influence

thinking in the future direction of the Company.

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(xi) The right for Clubs to enter OCB run competitions (and where necessary to pay the

appropriate entry fee) for which they are eligible under those competition’s rules.

(xii) The right to receive a fixture card if published.

(xiii) The right to purchase at a discount, a copy of the handbook in hard copy form.

(xiv) Insurance cover through OCB Limited whilst on OCB activities.

All individual members of the Oxfordshire OA and Oxfordshire CA and Oxfordshire Members of the

Institute of Groundsmanship, who are not full members of OCB, are automatically affiliate members.

Honorary membership

Honorary membership may be granted to individuals by the Company for significant contributions to

OCB. This will include all Vice Presidents of OCB. An Honorary member would have all the rights of

full membership but could not be proposed as a Director of the Company and they would not be expected

to guarantee £10 in the event of the Company being wound up

Junior membership

All members of the Boys and Girls County Age Group and Development Squads will automatically

become Junior members of the OCB. Junior membership does not carry any rights other than for a

nominated parent or guardian to have Affiliate Membership of OCB and all the rights associated therein.

Bye-Law 5: Management Teams

1. Management Teams may be established in accordance with paragraphs 4 to 6 below to carry out the on-

going management of areas of Company business as specified in their terms of reference, and to assist the

Directors in any way with the conduct of Company business in accordance with the Company’s Articles of

Association and its policies made in accordance with bye-law 3.

2. Management Teams may be “permanent” or “temporary”. A permanent management team is established

to manage a specified sector of Company business and remains in existence until dissolved in accordance

with paragraph 5 below. A temporary management team is established for a set period of time to carry out

a specified task and is automatically dissolved at the end of its set period of time.

3. In this bye-law the term “management team” refers to both permanent and temporary management

teams unless stated otherwise.

4. The Directors may resolve from time to time establish new management teams. Such resolution will

immediately come in to being and remain in force subject to the approval of the next available Members’

Meeting which shall approve the powers, responsibilities, membership and (in the case of temporary

management teams) the period of time for which they are established.

5. Powers and responsibilities for each management team must be included within a written terms of

reference and published on the website of OCB, and available on request from the Company Secretary.

6. The membership of any management team must comply with paragraphs 9 - 12 below.

7. The Board may add to or reduce its powers, responsibilities and membership of a management team at

any time, if it appears to the Board that it is necessary and desirable. A report on the changes will be

submitted to the next Members’ Meeting for approval.

8. If at any time it appears to the Directors that it is desirable to dissolve any management team, they may

dissolve that team and should report on the action taken to the next Members’ Meeting.

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9. Each permanent management team shall include a minimum of three full members of the Company who

shall serve for a term of one year at the end of which they shall be eligible for re-election. Each temporary

management team shall include a minimum of three full members of the Company.

10. Each management team shall elect one of its full members as chair and may also elect a secretary. A

Director of the Company may be a member of a management team, and the team will be supported by

relevant members of the workforce who will provide professional support.

11. The full member(s) may appoint such other persons as they think fit to be members of the management

team (which may include named individuals, representatives or officers of clubs and other bodies,

representatives of other management teams and representatives of other County Cricket Boards). Only full

members and representatives of clubs and bodies which are affiliated as full members shall be entitled to

vote at meetings of any management team.

12. Management teams may invite such persons and representatives as they think fit to be advisors or

observers. Such persons shall be entitled to speak at meetings but not vote.

13. Meetings of any management team shall be convened by its chair. The Directors shall have the power

to draw up a timetable for the meetings of the various management teams each year if they consider this to

be in the interests of good management. All permanent management teams must meet a minimum of two

times per year. In the event of the chair being unavailable, a meeting may be convened by the Company

Secretary. If the Directors wish a management team to deal with a specific issue or issues, they shall notify

the chair who shall convene a meeting as soon as may conveniently be done. Voting at meetings shall be

by simple majority. Proper minutes of all management team meetings shall be taken and these will be

communicated to the Directors and made public on the Company’s website within twenty eight days of the

meeting.

14. Chairs of management teams shall attend board meetings if required by the Directors.

Bye-Law 6: Appointment of Directors

The role of a Director to the Company comes with the full range of statutory and fiduciary duties

associated with being a director in any company, as well as the additional duties around safeguarding and

child welfare. It is important that those individuals seeking to take such office are aware of those

responsibilities, how they should discharge them, and the time commitment required to ensure that this is

done appropriately.

It is incumbent on the Board to ensure that candidates fully understand the above and are capable of

carrying out their duties, especially given the collective responsibility that the Board holds in fulfilling the

governance requirements of the Company.

Further, the Board needs to ensure that the composition of the Board has the required range of skills and

competencies, and diversity to ensure a wide range of views and requirements are catered for, and is able

to function as an effective Board.

1. Articles 24 to 36 cover the requirements, powers, retirement, appointment, and disqualification of

Directors. In addition, any Director must pass the England & Wales Cricket Board “Fit & Proper

Person” test as it prevails at the time, and continue to meet this test at all times through their

directorship, and undertake and maintain DBS clearance throughout their tenure.

2. As a vacancy occurs on the Board – either through the Board identifying a gap in the composition,

or via retirement / resignation of a standing Director whom the Board deems should be replaced –

the vacancy will be advertised via the website and through other reasonable means to ensure it

reaches as many members of the community as possible. Such advertisement should include a

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job description, details of how to apply and a closing date which should allow at least 28 days

from initial advertisement

3. The Board will nominate a team, which will comprise both Board and non-Board members, to

carry out the interview and selection process. Such team should keep suitable notes to support

their decision making and allow appropriate feedback to all candidates

4. Any appointment made will be subject to ratification by the members at the next annual general

meeting, in line with Article 33

5. The Directors may co-opt further Directors on to the Board outside of the recruitment process

noted above, subject to the following :

a. No more than one third of Board members will be co-opted members

b. no individual who stood for election at a general meeting and failed to gain the necessary support

to be elected to the Board, can be co-opted on to the board by the Directors, for a period of at least

12 months following that general meeting

c. for the avoidance of doubt, a Director selected as a result of the recruitment process detailed

above, shall not be deemed a co-opted Director for the purposes of 5.a.

6. Any Director seeking election or re-election at a general meeting shall provide a resume, of up to

250 words, on their suitability and reasons for undertaking the role to the Company Secretary for

circulation with the notice of general meeting.

Bye-Law 7: Election of Officers

At the appropriate Board meeting preceding the Annual General Meeting, which must be held to offer

appropriate notice to that meeting, the Directors will nominate for election the following officers:

1. Chairman, Secretary, Treasurer (or Finance Director).

2. The Directors may also elect a Vice Chairman should they see fit.

3. Each post will require any nominee to be proposed and seconded.

4. Should there be more than one nominee for any post, there will be a show of hands of those

present, with a simple majority being required for election.

5. In the event of a vote, Directors may vote for themselves.

6. Should a majority of Directors prefer an anonymous poll, the Secretary will make the necessary

arrangements.

7. The Secretary will conduct any vote or poll, with the Treasurer acting as scrutineer should a

majority of Directors request it.

8. In the event of any Officer nominated by the board not being approved by the general meeting, the

Board – at its first meeting following the general meeting - will follow the process outlined in this

bye-law to fill that vacancy with an alternative Director which will then be subject to approval by

the members at the following Members’ Meeting.

9. Should the Members’ Meeting not approve the alternative nomination, the process will be

repeated at subsequent meetings until a nomination is accepted by the members.

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Election Statements to support proposed election and re-election

of Directors

Re-election -

Chris Clements

I have been Chairman of the Oxfordshire Cricket Board for 10 years and have

a strong desire to continue in that role. My background as a former Director of

the Technical Division of RM plc and MD of RM Educational Services India

has given me a wider range of experiences which have been invaluable during

that term. My home-grown cricketing background has helped to maintain

strong links between the business and the cricket functions.

In the last decade, Oxfordshire Cricket, underpinned by OCB Ltd, has

transformed itself from a largely volunteer body to one which is now driven by

a professional workforce. Since incorporation in 2010, we have developed

both on and off the field. We have recruited a talented and very professional

Board of Directors and our National Governing Body (ECB) are very

supportive of the direction we are taking and our Cricket-related programmes have expanded beyond

recognition. Key partnerships have been created which are fundamental to our ongoing development plans.

We are constantly looking for ways to increase the quality and frequency of our communications at a local,

regional and national level.

I believe in the Governance Model and Strategy we have created as a Board and remain confident that the

aggregated impact of this work will further strengthen and protect the future of the game in this County

and Nationally.

We have created a platform which will serve us in the years ahead to develop and secure the future of the

game we all love. We now need to crack on and use that platform to maximum effect. I would very much

like to continue to lead the next phase of development to make ‘Cricket a Sport of Choice in Oxfordshire.’

I look forward to your support at the 2015 AGM, where it is my turn to seek re-election.

Re-Election-

Margaret Stevens

I’ve been involved with Oxfordshire Cricket Board for approx. 5 years and during

that time have supported the delivery of the Chance to Shine projects when we had a

reduced workforce and advised on various matters concerning schools and the

development of cricket within them. I have also contributed to the development of the

current strategies.

In my day job as a School Sports Development Officer I am involved in running

events and competitions for schools and communities, delivering training for school

staff and running ParAbility Days for young people with all types of physical and

mental disabilities. I am also the lead officer for Oxford City Council’s Sportivate programme – a series of

projects aimed at providing activities for 11-24 year olds who are currently not very active. I also deliver

Safeguarding Awareness Workshops for the 100 staff involved in the Active Communities department of

the council.

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I believe the knowledge and skills I have developed in my employed role allow me to contribute in a

positive way to the volunteer role of Inclusivity Director.

Ratification of Appointment following recruitment process -

David King

I bring expertise in commercial and operational elements of sports

administration through my senior role at Aston Martin and its racing team

Aston Martin Racing. This includes marketing and communications

experience which I have put to good use in advising the OCB team in my first

year as a director. I have advised on the importance of consensus-building

and clear, transparent and consistent communication of key messages. The

result has been that news stories, press releases, the website and social media

content have all improved in frequency, interest and quality. I am also

always on-hand at short notice to critique ideas, and to offer commercial and

communications guidance. I help generate ideas for news stories, drafting and

editing press releases and presentations to assist as required.

I am passionate about cricket but can’t claim to be a lifelong cricketer, having fairly recently got involved

again after a 30 year gap, but I think this gives me a useful perspective on how cricket is seen from the

outside. I am involved in coaching and management of youth teams – previously at Chipping Norton &

DCC and now at Great & Little Tew CC– so I have a good sense of the opportunities and challenges facing

our clubs. I am a strong advocate for disability cricket and for women and girls in sport, and I mentor a

talented young female racing driver. For 2016 I would like to assist the OCB in delivering our strategy for

cricket by focussing on commercial opportunities to bring in sponsorship and other funding that will

enable the excellent work already being done by the team to continue and flourish.

Thank you for your support.

Ratification of Appointment following recruitment process -

Tim Spittles

I started coaching youngsters for Minster Lovell CC in 2003 and have been involved

with the club ever since.

I became a district coach in 2008, and oversaw the West district coaching from 2010. I

have also been treasurer for the West Oxfordshire District Development Group for the

last 6 years. My children have been players within the player pathway for the last 10

years.

I have always thought that there has been a need for a link between the parents and

players, and the Oxfordshire Cricket organisation generally, and I felt that the position

as Director with responsibility for the Player Pathway would be a chance to give something back, as well

as help improve the transparency and clarity of Oxfordshire Cricket.

Over the last few months, since my interview for the Director-Player Pathway, the role has involved many

facets of youth cricket within Oxfordshire. Helping develop the communication between the workforce

and our other stakeholders has been an important part of my role.

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The election of coaches to sit on the Player Pathway Management team was the first step towards trying to

move forward as a team together, and I am pleased to report that the team are beginning to make large

strides towards setting out the direction and Philosophy of Oxfordshire Cricket.

Another first has been a Parent Forum which involved a chance for the team of the Player Pathway to

engage with our parents in a positive and informative evening.

Being part of the thorough recruitment process for our new Performance Manager was extremely fulfilling,

and I am sure that Mark Farmer is already making an important impact on Oxfordshire Cricket as a whole.

I am committed to helping develop our Player Pathway within Oxfordshire, and I am proud to have helped

put in place a fit and proper procedure for financial assistance to enable all to participate in our pathway.

Having been a part of Oxfordshire Cricket I am struck by two things – the first being how much we have

grown and developed as an organisation, and by natural progression, how much better the offering is to the

youth.

The second is, by experiencing that growth and improvement, I have become aware of how much further

we can go.

I am keen to help this happen.

Ratification of Appointment following recruitment process -

Paul Humphreys

I accepted the position of Club Development Director shortly before last

year’s AGM and have seen many positive changes over the last twelve

months.

Still being a player in league Cricket, a Chairman of Aston Rowant and a

Manager of an U17s side I believe this allows me to see, first hand, the

influence that Oxfordshire Cricket has on local Cricket and also gives me

the opportunity to speak to players, officials and parents on a weekly basis

throughout the season. Listening is an important skill when it comes to

working with the clubs and feeding information back to the centre to solicit

change and I feel I have both the energy and knowledge to help this position

grow into something that supports all Cricket in Oxfordshire.

This year has seen more clubs obtaining Club Mark status, 14 clubs have

benefitted directly from the small grants process as well as an increase in

junior clubs teams entering Oxfordshire competitions. The support team at Oxfordshire Cricket have been

out and about all year long developing and helping clubs with many initiatives from finding new facilities

to working with local councils on projects.

The new Club Development Management Team will help to develop a coordinated strategy to enable

Clubs to benefit from being part of Oxfordshire Cricket whilst giving a share of voice on how clubs want

to see things change. There is a huge job that needs to be done to work with the clubs to develop them with

not only the one to one support that Joe Dale and George Setterfield give, but also sharing best practice

from the ECB, Oxfordshire Cricket, other clubs and the vast support network that exists in our great sport.

I believe my knowledge and skills can help this important project and look forward to your support at the

2015 AGM

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Web: www.oxfordshire.cricket; Twitter @oxoncb

Key Contacts

Directors:

Chairman: Chris Clements, Mobile 07836 656445. E-mail: cclements@oxoncb.com

Finance Director: John Patey, Tel 01844 218883. E-mail: jpatey@oxoncb.com

Director & Company Secretary: Peter O’Neill, Mobile 07711 943449. E-mail: prnoneill@oxoncb.com

Director: Margaret Stevens, Mobile 07725 796025. E-mail: mstevens@oxoncb.com

Director of Youth Player Pathway: Tim Spittles - Mobile: 07701 048430 E-mail: tspittles@oxoncb.com

Director of Club Development: Paul Humphreys- Mobile: 07880 791022 Email: phumphreys@oxoncb.com

Director: David King - Mobile: 07801 758940 E-mail: dking@oxoncb.com

Core Staff:

Business Manager: Luke Ryan, Mobile 07788 946181. E-mail: lryan@oxoncb.com

Cricket Development Officer: Joe Dale, Mobile 07976 458047. E-mail: jdale@oxoncb.com

Cricket Development Officer: George Setterfield, Mobile 07557 959097. E-mail: gsetterfield@oxoncb.com

Performance Cricket Manager: Mark Farmer, Mobile 07821021188. E-mail: mfarmer@oxoncb.com

Marketing and Communications Officer, Josh Kirk, Mobile: 07894905228, Email jkirk@oxoncb.com

Cricket Administrator: Lesley Pykett, Mobile 07762 572558. E-mail: lpykett@oxoncb.com

Cricket Administrator: Menna Murray, Mobile 07790 102130. E-mail: mmurray@oxoncb.com

Finance Administrator: Tim Haworth, Mobile 07958 962272. E-mail: thaworth@oxoncb.com

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Oxfordshire Cricket Board Ltd. Registered Office: 4 Brookside, Thame, Oxon. OX9 3DE. Registered

Company No: 7376156. Directors: C.J. Clements (Chairman), P.R.N. O’Neill, R.S.Berryman, J.C. Patey,

Margaret Stevens, T.M. Spittles, D.J.King, P.D. Humphreys

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