MEMORANDUM & ARTICLES OF ASSOCIATION
THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE
CAPITAL
MEMORANDUM of ASSOCIATION
of
PERTH AND KINROSS ASSOCIATION OF VOLUNTARY SERVICE LIM=
ITED
1. The company’s name is “P=
erth
and Kinross Association of Voluntary Service Limited”.
2. The company’s registered offic=
e is
to be situated in Scotland.
3. The company’s objects are:
&=
nbsp; (i) 7(2)(=
d) - the
advancement of health;
&=
nbsp; (ii) 7(2)=
(f) -
the advancement of citizenship or community development;
(iii) 7(2=
)(i) - the provision of recreational activities, with t=
he
object of improving the conditions of life for the persons for whom the
facilities or activities are primarily intended; and
(iv) 7(2)(n) - the relief of those in n=
eed by
reason of age, ill-health, disability, financial hardship or other
disadvantage;
And in furtherance of these objects, the
company shall undertake the following activities:
a. To assist voluntary organisations to improve the living
conditions and quality of life of the inhabitants of the Perth and Kinross
Area.
b. To co-ordinate and encourage the activities of voluntary
organisations in the Perth and Kinross area.
c. To stimulate recruitment for voluntary organisations in the
Perth and Kinross area.
d. To provide education, information and support to individua=
ls
and voluntary organisations in the Perth and Kinross area.
e. To initiate community-based projects in the Perth and Kinr=
oss
area, either in co-operation with external agencies, including statutory bo=
dies
and voluntary organisations, or on its own account.
f. To co-operate with external agencies including statu=
tory
bodies and voluntary organisations nationally and locally to achieve these
objects.
g. To co-operate with individuals, voluntary organisations,
commercial enterprises and statutory bodies in the furtherance of these
objects.
h. To represent the views of organisations and individuals in=
the
voluntary sector to statutory bodies and undertakings.
i. To
pursue these objects primarily for the benefit of the residents of the Perth
and Kinross area.
In pursuance of those aims, but not
otherwise, the company shall have the following powers:
&nbs=
p;
i. &nb=
sp;
To assist a=
ny
body or bodies in the furtherance of the above objects or any of them.
&nbs=
p;
ii. &n=
bsp;
To facilita=
te
mutual contact and co-operation between all voluntary organisations whose
objects fall within the objects of the company.
iii. &=
nbsp;
To adjust a=
nd
plan social service activities with a view to bridging gaps and avoiding
over-lapping.
iv. &n=
bsp;
To collect,
co-ordinate and make available information relative to the objects, includi=
ng
reports, books, periodicals, leaflets or other documents connected to the
objects.
&nbs=
p;
v. &nb=
sp;
To carry on=
any
other activities which further any of the above objects=
.
vi. &n=
bsp;
To promote
companies whose activities may further one or more of the above objects, or=
may
generate income to support the activities of the company, acquire and hold
shares in such companies and carry out, in relation to any such company whi=
ch
is a subsidiary of the company, all such functions as may be associated wit=
h a
holding company.
vii. &=
nbsp;
To acquire =
and
take over the whole or any part of the undertaking and liabilities of any b=
ody
holding property or rights which are suitable for the company’s
activities.
viii. =
To purchase=
, take
on lease, hire, or otherwise acquire, any property or rights which are suit=
able
for the company’s activities.
ix. &n=
bsp;
To improve,
manage, develop, or otherwise deal with, all or any part of the property and
rights of the company.
&nbs=
p;
x. &nb=
sp;
To sell, le=
t,
hire out, license, or otherwise dispose of, all or any part of the property=
and
rights of the company.
xi. &n=
bsp;
To lend mon=
ey and
give credit (with or without security) and to grant guarantees and issue
indemnities.
xii. &=
nbsp;
To borrow m=
oney,
and to give security in support of any such borrowings by the company, in
support of any obligations undertaken by the company or in support of any
guarantee issued by the company.
xiii. =
To employ s=
uch
staff as are considered appropriate for the proper conduct of the
company’s activities, to delegate to those staff such responsibilitie=
s as
may be deemed appropriate and to make reasonable provision for the payment =
of
pension and/or other benefits for members of staff, ex-members of staff and
their dependants.
xiv. &=
nbsp;
To engage s=
uch
consultants and advisers as are considered appropriate from time to time.
xv. &n=
bsp;
To effect i=
nsurance
of all kinds (which may include officers’ liability insurance).
xvi. &=
nbsp;
To invest a=
ny
funds which are not immediately required for the company’s activities=
in
such investments as may be considered appropriate (and to dispose of, and v=
ary,
such investments).
xvii. =
To liaise w=
ith
other voluntary sector bodies, local authorities, UK or Scottish government
departments and agencies, and other bodies, all with a view to furthering t=
he
company’s objects.
xviii. =
;
To apply fo=
r,
promote and obtain, whether on the company’s own behalf or with anoth=
er
body or bodies, any Act of Parliament, Provisional Order, Royal Charter or
license of any authority, or matriculate arms, or obtain such other powers =
or
privileges necessary to or desirable for the furtherance of the objects.
xix. &=
nbsp;
To establis=
h and/or
support any other charitable body, and to make donations for any charitable
purpose falling within the company’s objects.
xx. &n=
bsp;
To take such
steps as may be deemed appropriate for the purpose of raising funds for the
company’s activities.
xxi. &=
nbsp;
To accept g=
rants,
donations and legacies of all kinds (and to accept any reasonable conditions
attaching to them).
xxii. =
To oppose, =
or
object to, any application or proceedings which may prejudice the
company’s interests.
xxiii. =
;
To enter in=
to any
arrangement with any organisation, government or authority which
may be advantageous for the purposes of the activities of the company, and =
to
enter into any arrangement for co-operation or mutual assistance with any
charitable body.
xxiv. =
To do anyth=
ing which may be incidental or conducive to the furtherance of an=
y of
the company’s objects.
And it is declared that:
a)&n=
bsp;
In this cla=
use,
“property” means any property, heritable or moveable, wherever
situated;
b)&n=
bsp;
In this cla=
use,
and throughout this memorandum of association,
(A)
the
expression “charity” shall mean a body which is a “Scotti=
sh
charity” within the meaning of section 13 of the Charities and Trustee
Investment (
(B)
the expression “charita=
ble
purpose” shall mean a charitable purpose under section 7 of the Chari=
ties
and Trustee Investment (Scotland) Act 2005 which is also regarded as a
charitable purpose in relation to the application of sections 505 and 506 of
the Income and Corporation Taxes Act 1988;
c)
Any
reference in this memorandum of association to a provision of any legislati=
on
shall include any statutory modification or re-enactment of that provision =
in
force from time to time.
4. (a) The i=
ncome
and property of the company shall be applied solely towards promoting the
company’s objects (as set out in clause 3).
(b) No part of the income or property o=
f the
company shall be paid or transferred (directly or indirectly) to the member=
s of
the company, whether by way of dividend, bonus or otherwise.
(c) No director of the company shall be
appointed as a paid employee of the company; no director shall hold any off=
ice
under the company for which a salary or fee is payable.
(d) No benefit (whether in money or in =
kind)
shall be given by the company to any director except (=
i)
repayment of out-of-pocket expenses or (ii) reasonable payment in return for
particular services (not being of a management nature) actually rendered to=
the
company.
5. The liability of the members is limi=
ted.
6. Every member of the company undertak=
es to
contribute such amount as may be required (not exceeding £1) to the
company’s assets if it should be wound up while he/she is a member or
within one year after he/she ceases to be a member, for payment of the
company’s debts and liabilities contracted before he/she ceases to be=
a
member, and of the costs, charges and expenses of winding up, and for the
adjustment of the rights of the contributories among themselves.
7(a) If on the winding-up of the compan=
y any
property remains after satisfaction of all the company’s debts and
liabilities, such property shall not be paid to or distributed among the
members of the company; that property shall instead be transferred to some
other charitable body or bodies (whether incorporated or unincorporated) wh=
ose
objects are similar (wholly or in part to the objects of the company.
(b) The body or bodies to which propert=
y is
transferred under paragraph (a) shall be determined by the members of the
company at or before the time of dissolution or, failing such determination=
, by
such court as may have jurisdiction at the time.
(c) To the extent that effect cannot be=
given
to the provisions of paragraphs (a) and (b) of this clause 7, the relevant
property shall be applied to some other charitable object or objects.
8. Accounting records shall be kept in
accordance with all applicable statutory requirements and such accounting
records shall, in particular, contain entries from day to day of all sums of
money received and expended by the company and the matters in respect of wh=
ich
such receipt and expenditure take place and a record of the assets and
liabilities of the company; such accounting records shall be open to inspec=
tion
at all times by any director of the company.
THE COMPANIES ACT 1985
COMPANY
LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES
of ASSOCIATION
of
PERTH AND KINROSS ASSOCIATION OF VOL=
UNTARY
SERVICE LIMITED
1. =
; The
regulations contained in Tables A and C in the Schedule to the Companies
(Tables A to F) Regulations 1985 (SI 1985 No. 805) as amended by the Compan=
ies
(Tables A to F) (Amendment) Regulations 1985 (SI 1985 No. 1052) shall not a=
pply
to the Company and the Articles hereinafter contained shall be the Regulati=
ons
of the Company.
General
structure
2. The structure of the company consist=
s of:-
(a) the MEMBERS - who have the right to
attend the annual general meeting (and any extraordinary general meeting) a=
nd
have important powers under the articles of association and the Companies A=
cts;
in particular, the members elect people to serve as directors and take
decisions in relation to changes to the articles themselves
(b) the DIRE=
CTORS -
who hold regular meetings during the period between annual general meetings,
and generally control and supervise the activities of the company; in
particular, the directors are responsible for monitoring the financial posi=
tion
of the company.
Qualifications for membership=
3. The members of the company shall con=
sist
of the subscribers to the memorandum of association and such other persons =
as
are admitted to membership under articles 4 to 8.
4. Membership shall be open to:
a.&n=
bsp; =
;
Such volunt=
ary
organisations, charitable bodies, commercial enterprises, governmental and
statutory agencies and non-governmental organisations, whose co-operation w=
ill
in the opinion of the directors further the objects of the company, declari=
ng
that such organisations, bodies, enterprises and agencies shall be represen=
ted
at any General Meeting by one of their number who shall cast their vote and
speak on their behalf (Representative Members);
b. &n=
bsp;
Individual
members of the public whose application for membership has been approved by=
the
directors (Individual Members).
5. Employees of the company shall not be
eligible for membership; a person who becomes an employee of the company af=
ter
admission to membership shall automatically cease to be a member.
Application for membership
6. Any person or organisation who wishe=
s to
become a member must sign, and lodge with the company, a written application
for membership.
7. The directors may, at their discreti=
on,
refuse to admit any person or organisation to membership.
8. The directors shall consider each
application for membership at the first directors’ meeting which is h=
eld
after receipt of the application; the directors shall, within a reasonable =
time
after the meeting, notify the applicant of their decision on the applicatio=
n.
Membership
subscription
9. An annual subscription shall be paya=
ble. The Company in Annual General Meet=
ing
shall set the level or levels of any subscription.
Register of=
members
10. The directors shall maintain a regi=
ster
of members, setting out the full name and address of each member, the date =
on
which they were admitted to membership, and the date on which they ceased t=
o be
a member.
11. Any person who wishes to withdraw f=
rom
membership shall sign, and lodge with the company, a written notice to that
effect; on receipt of the notice by the company, they shall cease to be a
member.
Expulsion f=
rom
membership
12. Any person may be expelled from
membership by special resolution, providing the following procedures have b=
een
observed:-
(a) at least=
21
days’ notice of the intention to propose the resolution must be given=
to
the member concerned, specifying the grounds for the proposed expulsion
(b) the memb=
er
concerned shall be entitled to be heard on the resolution at the general
meeting at which the resolution is proposed.
13. Membership shall cease on death.
14. A member may not transfer their
membership to any other person.
General mee=
tings
(meetings of members)
15. The directors shall convene an annu=
al
general meeting in each year (but excluding the year in which the company is
formed); the first annual general meeting shall be held not later than 18
months after the date of incorporation of the company.
16. Not more than 15 months shall elapse
between one annual general meeting and the next.
17. The business of each annual general
meeting shall include:-
(a) a report=
by the
chair on the activities of the company
(b) consideration of
the annual accounts of the company
(c) the
election/re-election of directors, as referred to in articles 39 to 41.
18. The directors may convene an
extraordinary general meeting at any time.
19. The directors must convene an
extraordinary general meeting if there is a valid requisition by members (u=
nder
section 368 of the Act) or a requisition by a resigning auditor (under sect=
ion
392A of the Act).
Notice of g=
eneral
meetings
20. At least 21 clear days’ notic=
e must
be given of (a) an annual general meeting or (b) an extraordinary general
meeting at which a special resolution or a resolution requiring special not=
ice
under the Act, is to be proposed; all other extraordinary general meetings
shall be called by at least 14 clear days’ notice.
21. The reference to “clear days&=
#8221;
in article 20 shall be taken to mean that, in calculating the period of not=
ice,
the day after the notice is posted (or, in the case of a notice contained i=
n an
electronic communication, the day after it was sent) and also the day of the
meeting, should be excluded.
22. A notice calling a meeting shall sp=
ecify
the time and place of the meeting; it shall (a) indicate the general nature=
of
the business to be dealt with at the meeting and (b) if a special resolutio=
n (or
a resolution requiring special notice under the Act) is to be proposed, sha=
ll
also state that fact, giving the exact terms of the resolution.
23. A notice convening an annual general
meeting shall specify that the meeting is to be an annual general meeting; =
any
other general meeting shall be called an extraordinary general meeting.
24. Notice of every general meeting sha=
ll be
given (either in writing or, where the party to whom notice is given has
notified the company of an address to be used for the purpose of electronic
communications, by way of an electronic communication) to all the members a=
nd
directors, and (if there are auditors in office at the time) to the auditor=
s.
Special res=
olutions
and ordinary resolutions
25. For the purposes of these articles,=
a
“special resolution” means a resolution passed by 75% or more of
the votes cast on the resolution at an annual general meeting or extraordin=
ary
general meeting, providing proper notice of the meeting and of the intentio=
n to
propose the resolution has been given in accordance with articles 20 to 24;=
for
the avoidance of doubt, the reference to a 75% majority relates only to the
number of votes cast in favour of the resolution as compared with the numbe=
r of
votes cast against the resolution, and accordingly no account shall be take=
n of
abstentions or members absent from the meeting, other than those voting by
proxy as hereinafter provided for.
26. In addition to the matters expressly
referred to elsewhere in these articles, the provisions of the Act allow the
company, by special resolution,
(a) to alter=
its
name
(b) to alter=
its
memorandum of association with respect to the company’s objects
(c) to alter=
any
provision of these articles or adopt new articles of association.
27. For the purposes of these articles,= an “ordinary resolution” means a resolution passed by majority vote (taking account only of those votes cast in favour as compared with those v= otes against, and (as applicable) the chairperson’s casting vote), at an annual general meeting or extraordinary general meeting, providing proper notice of the meeting has been given in accordance with articles 20 to 24.<= o:p>
Procedure at
general meetings
28. No business shall be dealt with at =
any
general meeting unless a quorum is present; the quorum for a general meeting
shall be fifteen members, present in person.
29. If a quorum is not present within 15
minutes after the time at which a general meeting was due to commence - or =
if,
during a meeting, a quorum ceases to be present - the meeting shall stand
adjourned to such time and place as may be fixed by the chairperson of the
meeting.
30. The chair of the company shall (if
present and willing to act as chairperson) preside as chairperson of each
general meeting; if the chair is not present and willing to act as chairper=
son
within 15 minutes after the time at which the meeting was due to commence, =
the
directors present at the meeting shall elect from among themselves the pers=
on
who will act as chairperson of that meeting.
31. The chairperson of a general meetin=
g may,
with the consent of the meeting, adjourn the meeting to such time and place=
as the
chairperson may determine.
32. Every member, whether individual or
representative, shall have one vote, which (whether on a show of hands or o=
n a
secret ballot) can be given personally, or by proxy. Representative members, as defined=
at
article 4 hereof, must notify the secretary of the name of their representa=
tive
and any other pertinent details requested at least forty eight hours prior =
to
any general meeting. Only the=
named
representative will be allowed to vote for that member at any general meeti=
ng.
33. If there is an =
equal
number of votes for and against any resolution, the chairperson of t=
he
meeting shall be entitled to a casting vote.
34. A resolution put to the vote at a g=
eneral
meeting shall be decided on a show of hands unless a secret ballot is deman=
ded
by the chairperson (or by at least two members present in person at the
meeting); a secret ballot may be demanded either before the show of hands t=
akes
place, or immediately after the result of the show of hands is declared.
35. If a secret ballot is demanded, it =
shall
be taken at the meeting and shall be conducted in such a manner as the
chairperson may direct; the result of the ballot shall be declared at the
meeting at which the ballot was demanded.
36.&nb=
sp;
A proxy shall be appointed by way of a form of authorisation, approv=
ed
by the directors, signed and dated by the member, their representative or d=
uly
authorised official, and lodged with the Company Secretary not less than fo=
rty
eight hours prior to the date and time of the General Meeting.
Maximum num=
ber of
directors
37. The maximum number of directors sha=
ll be fifteen
and the minimum number shall be five.
Eligibility=
38. A person shall not be eligible for
election or appointment as a director unless they are a member of the compa=
ny.
Election, <=
span
class=3DSpellE>retiral, re-election
39. At each annual general meeting, the=
members
may (subject to article 37) elect any member (providing he or she is willin=
g to
act) to be a director.
40. The directors may at any time appoi=
nt or
co-opt any member (providing they are willing to act) to be a director (sub=
ject
to article 37) until the date of the next Annual General Meeting, at which =
time
that director shall be eligible to be elected by the members.
41. A director shall retire from office=
on
the third anniversary of his appointment or election, but shall be eligible=
for
re-election. A director may n=
ot
serve more than three terms, or nine years, unless approval is obtained from
the members in general meeting.
Termination=
of
office
42. A dir=
ector
shall automatically vacate office if:-
(a) they cease to be a director through the operation of a=
ny
provision of the Act or becomes prohibited by law from being a director
(b) they become debarred under any statutory provision from
being a charity trustee
(c) they become incapable for medical reasons of fulfillin=
g the
duties of his/her office and such incapacity is expected to continue for a
period of more than six months
(d) they cease to be a member of the company
(e) they become an employee of the company
(f) they resign office by notice to the company
(g) they are absent (without permission of the directors) =
from
more than three consecutive meetings of the directors, and the directors
resolve to remove them from office
(h) they are removed from office by ordinary resolution (s=
pecial
notice having been given) in pursuance of section 303 of the Act.
Register of
directors
43. The directors shall maintain a regi=
ster
of directors, setting out full details of each director, including the date=
on
which he or she became a director, and also specifying the date on which any
person ceased to hold office as a director.
Officebearers
44. The directors shall elect from among
themselves a chairman, a vice-chairman and a treasurer, and such other offi=
ce
bearers (if any) as they consider appropriate.
45. All of the office bearers shall cea=
se to
hold office at the conclusion of each annual general meeting, but shall the=
n be
eligible for re-election.
46. A person e=
lected
to any office shall cease to hold that office if they cease to be a directo=
r,
or if they resign from that office by written notice to that effect.
Powers of d=
irectors
47. Subject to the provisions of the Ac=
t, the
memorandum of association and these articles, and subject to any directions
given by special resolution, the company and its assets and undertakings sh=
all
be managed by the directors, who may exercise all the powers of the company=
.
48. A meeting =
of the
directors at which a quorum is present may exercise all powers exercisable =
by
the directors.
Personal in=
terests
49. A director who has a personal inter=
est in
any transaction or other arrangement which the company is proposing to enter
into, must declare that interest at a meeting of the directors; they will be
debarred (in terms of article 65) from voting on the question of whether or=
not
the company should enter into that arrangement.
50. For the pu=
rposes
of the preceding article, a director shall be deemed to have a personal
interest in an arrangement if any partner or other close relative of theirs=
or any firm of which they are a
partner or any limited com=
pany
of which they are a substantial shareholder or director (or any other party=
who
or which is deemed to be connected with them for the purposes of section 31=
7 of
the Act), has a personal interest in that arrangement.
51. Provided
(a) they have
declared their interest
(b) they hav=
e not
voted on the question of whether or not the company should enter into the
relevant arrangement and
(c) the requ=
irements
of article 65 are complied with,
a director will not be debarred from entering int=
o an
arrangement with the company in which they have a personal interest (or is
deemed to have a personal interest under article 50) and may retain any
personal benefit which they gain from their participation in that arrangeme=
nt.
52. No director may serve as an employee
(full time or part time) of the company, and no director may be given any
remuneration by the company for carrying out their duties as a director.
53. Where a director provides services =
to the
company or might benefit from any remuneration paid to a connected party for
such services, then
(a) the maxi=
mum
amount of the remuneration must be specified in a written agreement and mus=
t be
reasonable
(b) the dire=
ctors
must be satisfied that it would be in the interests of the company to enter
into the arrangement (taking account of that maximum amount); and
(c) less tha=
n half
of the directors must be receiving remuneration from the company (or benefit
from remuneration of that nature).
54. The directors may be paid all trave=
lling
and other expenses reasonably incurred by them in connection with their
attendance at meetings of the directors, general meetings, or meetings of
committees, or otherwise in connection with the carrying-out of their dutie=
s.
Procedure at
directors’ meetings
55. Any director may call a meeting of =
the
directors or request the secretary to call a meeting of the directors. There must be at least four meetin=
gs of
the directors each calendar year.
56. Questions arising at a meeting of t=
he
directors shall be decided by a majority of votes; if an equality of votes
arises, the chairperson of the meeting shall have a casting vote.
57. No business shall be dealt with at a
meeting of the directors unless a quorum is present; the quorum for meeting=
s of
the directors shall be either one third of the total number of directors for
the time being or three directors, whichever is the greater.
58. If at any time the number of direct=
ors in
office falls below the number fixed as the quorum, the remaining director(s)
may act only for the purpose of filling vacancies or of calling a general
meeting.
59. Unless they are unwilling to do so,=
the
chairman of the company shall preside as chairman at every directors’
meeting at which they are present; if the chairman is unwilling to act as c=
hairman
or is not present within 15 minutes after the time when the meeting was due=
to
commence, the directors present shall elect from among themselves the person
who will act as chairman of the meeting.
60. The directors may, at their discret=
ion,
allow any person who they reasonably consider appropriate, to attend and sp=
eak
at any meeting of the directors; for the avoidance of doubt, any such person
who is invited to attend a directors’ meeting shall not be entitled to
vote.
61. A director shall not vote at a
directors’ meeting (or at a meeting of a committee) on any resolution
concerning a matter in which they have a personal interest which conflicts =
(or
may conflict) with the interests of the company; they must withdraw from the
meeting while an item of that nature is being dealt with.
62. For the pu=
rposes
of article 61, a person shall be deemed to have a personal interest in a
particular matter if any partner or other close relative of theirs or any firm of which they are a
partner or any limited com=
pany
of which they are a substantial shareholder or director, has a personal
interest in that matter.
63. A director shall not be counted in =
the
quorum present at a meeting in relation to a resolution on which they are n=
ot
entitled to vote.
64. The company may, by ordinary resolu=
tion,
suspend or relax to any extent – either generally or in relation to a=
ny
particular matter – the provisions of articles 60 to 63.
Conduct of
directors
65. Each of the directors shall, in
exercising their functions as a director of the company, act in the interes=
ts
of the company; and, in particular, must
(a) seek, in=
good
faith, to ensure that the company acts in a manner which is in accordance w=
ith
its objects (as set out in the memorandum of association)
(b) act with=
the
care and diligence which it is reasonable to expect of a person who is mana=
ging
the affairs of another person
(c) in circu=
mstances
giving rise to the possibility of a conflict of interest of interest between
the company and any other party
(i) put the interests of the company before that of the ot=
her
party, in taking decisions as a director
(ii) where a=
ny other
duty prevents them from doing so, disclose the conflicting interest to the
company and refrain from participating in any discussions or decisions
involving the other directors with regard to the matter in question
(d) ensure t=
hat the
company complies with any direction, requirement, notice or duty imposed on=
it
by the Charities and Trustee Investment (
Delegation =
66. The directors may delegate any of t=
heir
powers to any sub-committee consisting of one or more directors and such ot=
her
persons (if any) as the directors may determine; they may also delegate to =
the
chair of the company (or the holder of any other office), or any employee, =
such
as the Chief Executive Officer and the Finance Officer, such powers as they=
may
consider appropriate.
67. Any delegation of powers under arti=
cle 66
may be made subject to such conditions as the directors may impose and may =
be
revoked or altered.
68. The rules of procedure for any
sub-committee shall be as prescribed by the directors.
Operation o=
f bank
accounts
69. The signatures of two of the signat=
ories
appointed by the directors shall be required in relation to all operations
(other than the lodgement of funds) on the bank and building society accoun=
ts
held by the company.
70. The company secretary shall be appo=
inted
by the directors for such term, at such remuneration (if any), and upon such
conditions, as they may think fit; the company secretary may be removed by =
them
at any time.
Minutes
71. The directors shall ensure that min=
utes
are made of all proceedings at general meetings, directors’ meetings =
and
meetings of committees; a minute of any meeting shall include the names of
those present, and (as far as possible) shall be signed by the chairperson =
of
the meeting.
Accounting =
records
and annual accounts
72. The directors shall ensure that pro=
per
accounting records are maintained in accordance with all applicable statuto=
ry
requirements.
73. The directors shall prepare annual
accounts, complying with all relevant statutory requirements; if an audit is
required under any statutory provisions or if they otherwise think fit, they
shall ensure that an audit of such accounts is carried out by a qualified
auditor.
74. Members shall have the right to ins=
pect
any accounting or other financial records of the company, but only on apply=
ing
to the directors in writing and receiving the written authority of the
directors to so inspect.
Notices
75. Any notice which requires to be giv=
en to
a member under these articles shall be given either in writing or by way of=
an
electronic communication; such a notice may be given personally to the memb=
er or be sent by post in a
pre-paid envelope addressed to the member at the address last intimated by =
them
to the company or =
(in
the case of a member who has notified the company of an address to be used =
for
the purpose of electronic communications) may be given to the member by way=
of
an electronic communication.
76. Any notice, if sent by post, shall = be deemed to have been given at the expiry of 24 hours after posting; for the purpose of proving that any notice was given, it shall be sufficient to pro= ve that the envelope containing the notice was properly addressed and posted.<= o:p>
77. Any notice contained in an electron=
ic
communication shall be deemed to have been given at the expiry of 24 hours
after it is sent; for the purpose of proving that any electronic communicat=
ion
was sent, it shall be sufficient to provide any of the evidence referred to=
in
the relevant guidance issued from time to time by the Chartered Institute of
Secretaries and Administrators.
Winding-up<=
/span>
78. If the company is wound up, the
liquidator shall give effect to the provisions of clause 7 of the memorandu=
m of
association.
79. Every dire=
ctor or
other officer or auditor of the company shall be indemnified (to the extent
permitted by section 309A, 309B and 310 of the Act) out of the assets of the
company against any loss or liability which he or she may sustain or incur =
in
connection with the execution of the duties of his/her office; that may
include, without prejudice to that generality, (but only to the extent
permitted by those sections of the Act), any liability incurred by him/her =
in
defending any proceedings (whether civil or criminal) in which judgement is
given in his/her favour or in which he/she is acquitted or any liability in connection with an application in which re=
lief
is granted to him/her by the court from liability for negligence, default or
breach of trust in relation to the affairs of the company.
80. The Company shall be entitled to pu=
rchase
and maintain for any director insurance against any loss or liability which=
any
director or other officer of the company may sustain or incur in connection
with the execution of the duties of his/her office, and such insurance may
extend to liabilities of the nature referred to in section 309A(1)
of the Act (negligence etc. of a director).
Interpretat=
ion
81. In these
articles
“the
Act” means the Companies Act 1985; any reference in these articles to=
a
provision of the Act shall be taken to include any statutory modification or
re-enactment of that provision which is in force at the time;
“electronic
communication” has the same meaning as is assigned to that expression=
in
the Electronic Communications Act 2000.
82. Reference in these articles to the
singular shall be deemed to include the plural, and any reference to the
masculine gender shall be deemed to import the feminine, and vice versa.