Articles of Association

of

BELPER TOWN FOOTBALL CLUB LIMITED

(As amended by Special and Ordinary Resolutions dated 23rd.July 1986, by a Special Resolution dated 1987 and a Special Resolution dated 3rd November 2005).

PRELIMINARY

1. Regulations 2, 3, 24, 64, 84, 94 and 99 Table A in the Schedule to the Companies (Tables A to F) Regulations 1985 (hereinafter referred to as "Table A") shall not apply to the Company, but the Articles hereinafter contained together with the remaining regulations of Table A subject to the modifications hereinafter expressed, shall constitute the regulations of the Company

2. In these Articles

"the Association" means the Football Association Limited
"the Council" means the ruling Council for the time being of the Association
"the Club" means the members and officers of Belper Town Football Club and Belper Town Football Club Limited

2 (a)(i) The Rules and Regulations of The Football Association Limited for the time being shall be deemed to be incorporated herewith and shall prevail in the event of any conflict with the provisions set out herein.

(ii) No proposed alteration to the provisions set out herein shall be effective unless the proposed alteration has been approved in writing by The Football Association 14 days or more before the day on which the alteration is proposed to take place.

(iii) The office of a (Director/Officer) shall be vacated if such a person is subject to a decision of The Football Association that such a person be suspended from holding office or from taking part in any football activity relating to the administration or management of a Football Club.

2 (b) On the winding up of the Company the surplus assets shall be applied, first in repaying the Members the amount paid on their shares respectively.

If such assets are insufficient to repay the said amount in full, they shall be applied rateably so that the loss shall fall upon the Members in proportion to the amount called up on their shares respectively. No Member shall be entitled to have any call upon other Members for the purpose of adjusting the Members' rights; but where any call has been made and paid by some of the Members such call be enforced against the remaining Members for the purpose of adjusting the rights of the Members between themselves. If the surplus assets shall be more than sufficient to pay the Members the whole amount paid upon their shares, the balance shall be given by the Members of the Club, at or before the time of dissolution as they shall direct, to The Football Association Benevolent Fund, or to some Club or Institute in the (said Belper or Amber Valley area) having objects similar to those set out in the Memorandum of Association or to any local charity, or charitable or benevolent institution situate within the (said Belper or Amber Valley area).

In default of any such decision or apportionment by the Members of the Club, the same to be decided upon and apportioned by a Judge of the High Court of Justice having jurisdiction in such winding up or dissolution and as he shall determine. Alternatively such balance may be disposed of in such other manner as the Members of the Club with the consent with of the Council of The Association, as then existing, shall determine.

(c) A Club shall not alter its constitution or make a material change to its financial structure without prior notification to The Association or if not a Full or Associate Member Club then the Parent Association of the Club. Any new entity shall be deemed, for the purposes of playing status in a Competition, to be new Club.

For the purposes of this Rule, an alteration in constitution or material change in financial structure shall include such as winding up of a Club, incorporation of an unincorporated Club, an agreement by which all the assets and goodwill of the Club are sold or transferred, entry into compulsory or voluntary liquidation, the convening of a meeting of creditors or the appointment of a receiver, administrative receiver, manager or administrator or if the Club ceases for any reason to carry on business or becomes a holding company or subsidiary company within the meaning of the Companies Act.

CAPITAL

3. The initial share capital of the Company is £100,000 divided into 100,000 shares of £1.00 each.

4. The shares of the Company, whether forming part of the original capital or of any increased capital, may be allotted or otherwise disposed of to such person and for such consideration and upon such terms as the Directors may determine subject, in the case of any shares forming part of any increased capital, to such directions as to the allotment or disposal thereof as may be given by the Company in general meeting at the time of the creation of such shares

5. (a) After the initial allotment of shares by the Directors, any further shares proposed can be offered at the Directors' discretion without the need to consult the members of the Company.

The Directors may allot, grant options over or otherwise dispose of the same to such persons, on such terms and in such manner as they think fit, provided that shares shall not be disposed of on terms that are more favourable to the subscribers thereof than the terms on which they would be offered to the Members.

In accordance with Section 91 of the Act, Section 89(1) and Section 90(1) to (6) of the Act shall be excluded from applying to the Company.

(b) Subject to paragraph (a) of this Article, the Directors are authorised in accordance with section 89 of the Act to exercise any power of the Company (and in particular the power contained in Article 3 of these regulations) to allot and grant rights to subscribe for or convert securities into shares of the Company up to the amount of the share capital created on the incorporation of the Company and may do so at any time before the date of the fifth anniversary of such incorporation and this authority shall expire on that date except that the Directors may allot shares thereafter in pursuance of any agreement or offer to allot made before that date. This authority may be revoked, varied or renewed (but not for more than five years at a time) by an Ordinary Resolution.

(c) A share shall not be subdivided. The Company shall not make any bonus issue or pay any capital dividend without the written consent of the council.

6. Subject to the provisions of Chapter VII of Part V of the Act any Shares may be issued on the terms that they are, or at the option of the Company are liable, to be redeemed.

PREFERENCE SHARES

7. Preference Shares may be issued with a cumulative preference dividend not exceeding Five Pounds Twenty Five Pence (£5.25) per cent net for a period not exceeding three (3) years (that is to say, the past three (3) consecutive years) but the Company may not issue more Preference Shares that its subscribed Ordinary Shares

TRANSFER OF SHARES

8. Any share may be transferred by a member to his or her spouse or lineal descendant and any shares of a deceased member may be transferred to any such relation as aforesaid of the deceased member. Save as aforesaid the Directors, in their absolute discretion and without assigning any reason therefore, may decline to register the transfer¬ of any share whether or not it is a fully paid share.

VOTE OF MEMBERS

9. Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person shall have one vote and on a poll every member shall have one vote for each share of which he is the holder.

DIRECTORS

10. A Director who has disclosed his interest and the interest of any person who is, for any purpose of the Act (excluding any statutory modification thereof not in force when this regulation becomes binding on the Company) connected with the Director and, in the case of an alternate director, any interest of his appointer, in accordance with Regulation 85 of Table A and Section 317 of the Act may vote in respect of any contract, proposed contract or any arrangement in which he is interested directly or indirectly and such Director shall be counted in the quorum present at any meeting at which such contract or proposed contract or arrangement is being considered.

11. (a) Any Director may hold any other office or place of profit under the Company(other than the office of Auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine, subject to sub clauses (b) and (c)

(b) Save as provided in sub clause (b) a Director shall not be entitled to receive any remuneration in respect of his office as a Director or as an employee of the Company

12. Any Director may act by himself or his firm in a professional capacity for the company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director to act as Auditor for the Company.

13. The Company shall not be subject to Section 293 of the Act, and accordingly any person may be appointed or elected as a Director whatever his age, and no Director shall be required to vacate his office of Director by reason of his attaining or having attained the age of Seventy Years of any other age.

14. The office of a Director shall be vacated:

(1) In any of the circumstances specified in Article 81 of Table A (of the Companies Act), any resignation of office being by notice in writing; or
(2) If he is removed from office by a resolution duly passed under Section 303 of the Act, or
(3) If he be suspended by the Football Association from taking part in Football management.

MANAGING DIRECTORS AND MANAGERS

15. The Directors may from time to time appoint one or more of their body to the office of Managing Director or Manager for such period and on such terms (as to remuneration and otherwise) as they think fit and, subject to the terms of any agreement entered into in any particular case, may revoke such appointment.

A Director so appointed, whilst holding such office, shall not be subject to retirement by rotation or be taken into account in determining the number of Directors to retire by rotation or the rotation of retirement of Directors, but his appointment, subject to the payment to him of such compensation or damages as may be payable to him by reason thereof, shall be automatically terminated if he cease from any cause to be a Director.

SECRETARY

16. Subject to the provisions of the Act, the Secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit, and any Secretary so appointed may be removed by them. If at any time there shall be no Secretary capable of acting, the Directors may appoint an assistant or deputy Secretary.

NOTICES

17. Notice of every general meeting shall be given in manner authorised by Table A to every member except those members who are by these Articles disentitled from receiving such notices and those members who (having no registered address within the United Kingdom) have not supplied to the Company any address within the United Kingdom for the giving of notices to them, and shall also be given to the Directors and the Auditors.

FIRST DIRECTORS

18. The number of Directors shall not be more than ten but the Company in General meeting may reduce or increase this limit. The first Director shall be JOHN WILDMAN.

FIRST SECRETARY

19. The first Secretary of the Company shall be VALERIE WILSON

NAMES AND ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS

JOHN WILDMAN
Bridge House
181 Queen Victoria street
LONDON EC4V 4DD

Company Director

VALERIE WILSON
Bridge House
181 Queen Victoria Street
LONDON EC4V 4DD

Secretary

DATED this day of 1987

WITNESS to the above signatures:

S.SKEOCH
Bridge House
181 Queen Victoria Street
LONDON EC4V 4DD

Secretary

Belper Town FC