The Club Articles of Association are reproduced here from a previous posting on the club web-site from 02\/04\/2012, to assist members with background information in relation to discussions during the Extraordinary General Meeting held on 19\/10\/2012.<\/p>\n
It should be noted that these articles of association are presently being examined by Peter Dunn and Co Solicitors and may be subject to amendment in the near future.<\/p>\n
The City of Sunderland ASC is now a Community Interest Company with a Limited Liability by Guarantee.<\/p>\n
The following are the Articles of Association relevant to this change in the legal status of the club.<\/p>\n
\u00c2\u00a0<\/p>\n
The Companies Act 2006<\/p>\n
Articles of Association<\/p>\n
of<\/p>\n
City of Sunderland Amateur Swimming Club C.I.C<\/p>\n
Incorporated on the 29th<\/sup> September 2011<\/p>\n \u00c2\u00a0<\/p>\n INTERPRETATION.<\/span><\/strong><\/p>\n \u00c2\u00a0<\/p>\n <\/p>\n COMMUNITY AND INTEREST COMPANY AND ASSET LOCK.<\/span><\/strong><\/p>\n The Company is to be a Community Interest Company.<\/p>\n 3.1\u00c2\u00a0 The Company shall not transfer any of its assets other than for full consideration.<\/p>\n 3.2\u00c2\u00a0 Provided the conditions in Article 3.3 are satisfied, Article 3.1 shall not apply to:<\/p>\n a)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The transfer of assets to any specified asset-locked body, or (with the consent of the Regulator) to any other asset-locked body; and<\/p>\n b)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The transfer of assets made for the benefit of the community other than by way of a transfer of assets into an asset-locked body<\/p>\n 3.3\u00c2\u00a0 The conditions are that the transfer of assets must comply with any restrictions on the transfer of assets for less than the full consideration which may be set out elsewhere in the Memorandum and Articles of the Company.<\/p>\n <\/p>\n The company is not established or conducted for private gain; any profits or assets are used principally for the benefit of the community.\u00c2\u00a0<\/p>\n <\/p>\n OBJECTS, POWERS AND LIMITATION OF LIABILITY.<\/span><\/strong><\/p>\n The objects of the Company are to carry on activities which benefit the community and in particular (without limitation):<\/p>\n 5.1\u00c2\u00a0 To organise and provide facilities enabling participation in swimming and swimming related activities (but not limited to) competitive swimming, developmental swimming, swimming programmes for disabled people, water polo, diving, land training (including gymnasium work), tuition in swimming and poolside roles such as timekeeping. Marshalling and judging and all of the other facilities provided by a swimming club, for the benefit of the local community within the City of Sunderland (\u00e2\u20ac\u02dcthe Region\u00e2\u20ac\u2122) and in particular for those individuals who reside within reasonable travelling distance of the Sunderland Aquatic Centre;<\/p>\n 5.2\u00c2\u00a0 To undertake such activities as described at article 5.1 above in order to provide various corollary benefits to the community within the Region, including enhancing the wellbeing and physical fitness of the community and in doing so engender a decline in incidences of disease and illness within the community;<\/p>\n 5.3\u00c2\u00a0 To offer such activities as described at article 5.1 on the basis that every member of the community, regardless of race, ethnic background, age, disability or gender should be able to avail themselves of the opportunity to benefit from the activities of the company.<\/p>\n 5.4\u00c2\u00a0 To encourage participation in the activities of the Company among the parents \/ guardians of younger swimmers and;<\/p>\n 5.5\u00c2\u00a0 To do anything which may be incidental or conducive to the above objects.<\/p>\n <\/p>\n To further its objects the Company may do all such lawful things as may further the Company\u00e2\u20ac\u2122s objects and in particular, but without limitation, may borrow or raise and secure the payment of money for any purpose including for the purposes of investment or raising funds.<\/p>\n <\/p>\n The liability of each member is limited to \u00c2\u00a31, being the amount that each member undertakes to contribute to the assets of the Company in the event of its being wound up while he or she is a member or within one year after he or she ceases to be a member for:<\/p>\n 7.1\u00c2\u00a0 Payment of the Company\u00e2\u20ac\u2122s debts and liabilities contracted before he or she ceases to be a member;<\/p>\n 7.2\u00c2\u00a0 Payment of the costs, charges and expenses of winding up; and<\/p>\n 7.3\u00c2\u00a0 Adjustments of the rights of the contributories among themselves.<\/p>\n <\/p>\n DIRECTORS<\/span><\/strong><\/p>\n DIRECTORS\u00e2\u20ac\u2122 POWERS AND RESPONSIBILITIES<\/strong><\/p>\n Subject to the Articles, the Directors are responsible for the management of the Company\u00e2\u20ac\u2122s business for which purpose they may exercise all the powers of the Company.<\/p>\n <\/p>\n 9.1\u00c2\u00a0 The members may, by special resolution, direct the Directors to take or refrain from taking specific action.<\/p>\n 9.2\u00c2\u00a0 No such special resolution invalidates anything which the Directors have done before the passing of the resolution.<\/p>\n <\/p>\n The Directors may appoint one of their number to be the chair of the Directors for such term of office as they determine and may at any time remove him or her from office.<\/p>\n <\/p>\n 11.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Subject to the Articles, the Directors may delegate any of the powers which are conferred on them under the Articles:<\/p>\n 11.1.1\u00c2\u00a0\u00c2\u00a0 To such person or committee<\/p>\n 11.1.2\u00c2\u00a0\u00c2\u00a0 By such means (including by power of attorney<\/p>\n 11.1.3\u00c2\u00a0\u00c2\u00a0 To such an extent<\/p>\n 11.1.4\u00c2\u00a0\u00c2\u00a0 In relation to such matters or territories; and<\/p>\n 11.1.5\u00c2\u00a0\u00c2\u00a0 On such terms and conditions;<\/p>\n as they think fit.<\/p>\n 11.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 If the Directors so specify, any such delegation may authorise further delegation of \u00c2\u00a0powers by any person to whom they are delegated.<\/p>\n 11.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The Directors may revoke any delegation in whole or part, or alter its terms and conditions.<\/p>\n <\/p>\n 12.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Committees to which the Directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the Articles which govern the taking of decisions by Directors.<\/p>\n 12.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The Directors may make rules of procedure for all or any committees, which prevail over rules derived from the Articles if they are not consistent with them.<\/p>\n \u00c2\u00a0<\/strong><\/p>\n DECISION MAKING BY DIRECTORS.<\/strong><\/p>\n Any decision of the Directors must be either a majority decision at a meeting or a decision taken in accordance with Article 19. <\/strong><\/p>\n \u00c2\u00a0<\/strong><\/p>\n 14.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Two Directors may (and the Secretary, if any, must at the request of two Directors) call a Directors meeting.<\/p>\n 14.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 A Directors\u00e2\u20ac\u2122 meeting must be called by at least seven Clear Days\u00e2\u20ac\u2122 notice unless either:<\/p>\n 14.2.1\u00c2\u00a0\u00c2\u00a0 all the Directors agree; or<\/p>\n 14.2.2\u00c2\u00a0\u00c2\u00a0 urgent circumstances require shorter notice.<\/p>\n 14.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Notice of Directors\u00e2\u20ac\u2122 meetings must be given to each Director.<\/p>\n 14.4\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Every notice calling a Directors\u00e2\u20ac\u2122 meeting must specify:<\/p>\n 14.4.1\u00c2\u00a0\u00c2\u00a0 the place, day and time of the meeting; and<\/p>\n 14.4.2\u00c2\u00a0\u00c2\u00a0 if it is anticipated that Directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.<\/p>\n 14.5\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Notice of Directors\u00e2\u20ac\u2122 meetings need not be in writing.<\/p>\n 14.6\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Notice of Directors\u00e2\u20ac\u2122 meetings may be sent by electronic means to an address provided by the Directors\u00e2\u20ac\u2122 for the purpose.<\/p>\n <\/p>\n 15.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 \u00c2\u00a0meeting when:<\/p>\n 15.1.1\u00c2\u00a0\u00c2\u00a0 the meeting has been called and takes place in accordance with the Articles; and<\/p>\n 15.1.2\u00c2\u00a0\u00c2\u00a0 they can each communicate to the others any information or opinions they have on a particular item of business of the meeting.<\/p>\n 15.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 In determining whether Directors\u00e2\u20ac\u2122 are participating in a Directors\u00e2\u20ac\u2122 meeting, it is irrelevant where any Director is or how they communicate with each other.<\/p>\n 15.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 If all the Directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.<\/p>\n <\/p>\n 16.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 at a Directors\u00e2\u20ac\u2122 meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.<\/p>\n 16.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The quorum for Directors\u00e2\u20ac\u2122 meetings may be fixed from time to time by a decision of the Directors, but it must never be less than two, unless otherwise fixed it is two.<\/p>\n 16.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 If the total number of Directors for the time being is less than the quorum required, the Directors must not take any decision other than a decision:<\/p>\n 16.3.1\u00c2\u00a0\u00c2\u00a0 to appoint further Directors.<\/p>\n 16.3.2\u00c2\u00a0\u00c2\u00a0 To call a general meeting so as to enable the members to appoint further Directors.<\/p>\n <\/p>\n The Chair, if any, or in his or her absence another Director nominated by the Directors present shall preside as chair of each Directors meeting.<\/p>\n \u00c2\u00a0<\/strong><\/p>\n 18.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Questions arising at a Directors\u00e2\u20ac\u2122 meeting shall be decided by a majority of votes.<\/p>\n 18.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 In all proceedings of Directors each Director must not have more than one vote.<\/p>\n 18.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 In case of an equality of votes, the Chair shall have a second or casting vote.<\/p>\n <\/p>\n 19.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The Directors may take a unanimous decision without a Directors\u00e2\u20ac\u2122 meeting by indicating to each other by any means, including without limitation by electronic means, that they share a common view on a matter. Such a decision may, but need not, take the form of a resolution in writing, copies of which have been signed by each Director or to which each Director has otherwise indicated agreement in writing.<\/p>\n 19.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 A decision which is made in accordance with Article 19.1 shall be as valid and effectual as if it had been passed at a meeting duly convened and held, provided the following conditions are complied with:<\/p>\n 19.2.1\u00c2\u00a0\u00c2\u00a0 approval from each Director must be received by one person being either such person as all the Directors have nominated in advance for that purpose or such other person as volunteers if necessary (\u00e2\u20ac\u0153the Recipient\u00e2\u20ac\u009d), which person may, for the avoidance of doubt, be one of the Directors;<\/p>\n 19.2.2\u00c2\u00a0\u00c2\u00a0 following receipt of responses from all of the Directors, the Recipient must communicate to all of the Directors by any means whether the resolution has been formally approved by the Directors in accordance with this Article 19.2;<\/p>\n 19.2.3\u00c2\u00a0\u00c2\u00a0 the date of the decision shall be the date of the communication from the Recipient confirming formal approval;<\/p>\n 19.2.4\u00c2\u00a0\u00c2\u00a0 the Recipient must prepare a minute of the decision in accordance with Article 47.<\/p>\n <\/p>\n 20.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Whenever a Director finds himself or herself in a situation that is reasonably likely to give rise to a conflict of interest, he or she must declare his or her interest to the Directors unless, or except to the extent that, the other Directors are or ought reasonably to be aware of it already.<\/p>\n 20.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 If any question arises as to whether a Director has a conflict of interest, the question shall be decided by a majority decision of the other Directors.<\/p>\n 20.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Whenever a matter is to be discussed at a meeting or decided in accordance with Article 19 and a Director has a conflict of interest in respect of that matter then, subject to Article 21, he or she must;<\/p>\n 20.3.1\u00c2\u00a0\u00c2\u00a0 remain only for such part of the meeting as in the view of the other Directors is necessary to inform the debate;<\/p>\n 20.3.2\u00c2\u00a0\u00c2\u00a0 not be counted in the quorum for that part of the meeting; and<\/p>\n 20.3.3\u00c2\u00a0\u00c2\u00a0 withdraw during the vote and have no vote on the matter.<\/p>\n 20.4\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 When a Director has a conflict of interest which he or she has declared to the Directors, he or she shall not be in breach of his or her duties to the Company by withholding confidential information from the Company if to disclose it would result in a breach of any other duty or obligation of confidence owed by him or her.<\/p>\n <\/p>\n 21.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The Directors have power to authorise a Director to be in a position of a conflict of interest provided;<\/p>\n 21.1.1\u00c2\u00a0\u00c2\u00a0 in relation to the decision to authorise a conflict of interest, the Conflicted Director must comply with Article 20.3;<\/p>\n 21.1.2\u00c2\u00a0\u00c2\u00a0 in authorising a conflict of interest, the Directors can decide the manner in which the conflict of interest may be dealt with and, for the avoidance of doubt, they can decide that the Director with a conflict of interest can participate in a vote on the matter and can be counted in the quorum;<\/p>\n 21.1.3\u00c2\u00a0\u00c2\u00a0 the decision to authorise a conflict of interest can impose such terms as the Directors think fit and is subject always to their right to vary or terminate the authorisation; and<\/p>\n 21.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 If a matter, or office, employment or position, has been authorised by the Directors in accordance with Article 21.1 then, even if he or she has been authorised to remain at the meeting by the other Directors at which anything relating to that matter or that office, employment or position, will or may be discussed.<\/p>\n 21.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 A Director shall not be accountable to the company for any benefit which he or she derives from any matter, or from any office, employment or position, which has been authorised by the Directors in accordance with Article 21.1 (subject to any limits or conditions to which such approval was subject).<\/p>\n <\/p>\n The Directors shall cause a register of Directors\u00e2\u20ac\u2122 interests to be kept. A Director must declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the company or in any transaction or arrangement entered into the company which has not previously been declared.<\/p>\n <\/p>\n APPOINTMENT AND RETIREMENT OF DIRECTORS.<\/strong><\/p>\n 23.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Those persons notified to the Registrar of Companies as the first Directors of the Company shall be the first Directors.<\/p>\n 23.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Any person who is willing to act as a Director and is permitted by law to do so, may be appointed to be a Director:<\/p>\n a)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 By ordinary resolution.<\/p>\n b)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 By a decision of the Directors.<\/p>\n 23.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 In any case where, as a result of death, the company has no members and no Directors, the personal representatives of the last member to have died have the right by notice in writing, to appoint a person to be a member.<\/p>\n 23.4\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 For the purposes of Article 23.3, where two or more members die in circumstances rendering it uncertain who was the last to die, a younger member is deemed to have survived an older member.<\/p>\n <\/p>\n A person ceases to be a Director as soon as:<\/p>\n (a)\u00c2\u00a0 That person ceases to be a Director by virtue of any provision of the Companies Acts, or is prohibited from being a Director by law;<\/p>\n (b)\u00c2\u00a0 A bankruptcy order is made against that person, or an order is made against that person in individual insolvency proceedings in a jurisdiction other than in England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;<\/p>\n (c)\u00c2\u00a0 A composition is made with that person\u00e2\u20ac\u2122s creditors generally in satisfaction of that person\u00e2\u20ac\u2122s debts;<\/p>\n (d)\u00c2\u00a0 The Directors reasonably believe he or she is suffering from mental disorder and incapable of acting and they resolve that he or she shall be removed from office.<\/p>\n (e)\u00c2\u00a0 Notification is received by the company from the Director that the Director is resigning from office and such resignation has taken effect in accordance with its terms (but only if at least two Directors will remain in office when such resignation has taken effect);<\/p>\n (f)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The Director fails to attend three consecutive meetings of the Directors and the Directors resolve that the Director be removed for this reason; or<\/p>\n (g)\u00c2\u00a0 At a general meeting of the company, a resolution is passed that the Director be removed from office, provided the meeting has invited the views of the Director concerned and considered the matter in light of such views.<\/p>\n <\/p>\n 25.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Directors may undertake any service for the company that the Directors decide.<\/p>\n 25.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Directors are entitled to such remuneration as the Directors determine:<\/p>\n a)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 For their services to the company as Directors; and<\/p>\n b)\u00c2\u00a0\u00c2\u00a0 For any other service which they undertake for the company.<\/p>\n 25.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Subject to the articles a Director\u00e2\u20ac\u2122s remuneration may:<\/p>\n a)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Take any form; and<\/p>\n b)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that Director.<\/p>\n 25.4\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Unless the Directors decide otherwise, Directors\u00e2\u20ac\u2122 remuneration accrues from day to day.<\/p>\n 25.5\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Unless Directors decide otherwise, Directors are not accountable to the company for any remuneration which they receive as Directors or other officers or employees of the company\u00e2\u20ac\u2122s subsidiaries or of any other body corporate in which the company is interested. \u00c2\u00a0\u00c2\u00a0<\/p>\n <\/p>\n The company may pay any reasonable expenses which the Directors properly incur in connection with their attendance at:<\/p>\n a)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Meetings of directors or committees of directors;<\/p>\n b)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 General meetings;<\/p>\n c)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Separate meetings of any class of members or of the holders of any debentures of the company,<\/p>\n or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.<\/p>\n <\/p>\n MEMBERS.<\/strong><\/p>\n BECOMING AND CEASING TO BECOME A MEMBER.<\/strong><\/p>\n 27.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The subscribers to the memorandum are the first members of the company.<\/p>\n 27.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Such other persons are admitted to membership in accordance with the articles shall be members of the company.<\/p>\n 27.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 No person shall be admitted a member of the company unless he or she is approved by the Directors.<\/p>\n 27.4\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The directors may in their absolute discretion refuse membership to any individual.<\/p>\n 27.5\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Every person who wishes to become a member shall deliver to the company an application for membership in such form (and containing such information) as the Directors require and executed by him or her.<\/p>\n <\/p>\n 28.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Membership is not transferable to anyone else.<\/p>\n 28.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Membership is terminated if:<\/p>\n 28.2.1.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The member dies or ceases to exist.<\/p>\n 28.2.1.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Otherwise in accordance with the articles or<\/p>\n 28.2.1.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 At a meeting of the Directors at which at least half of the Directors are present, a resolution is passed resolving that the member be expelled on the ground that his or her continued membership is harmful to or is likely to become harmful to the interests of the company. Such a resolution may not be passed unless the member has been given at least 14 clear days notice that the resolution is to be proposed, specifying the circumstances alleged to justify expulsion and has been afforded a reasonable opportunity of being heard by or making written representations to the Directors. A member expelled by such a resolution will nevertheless remain liable to pay to the company any subscription or other sum owed by him or her.<\/p>\n <\/p>\n ORGANISATION OF GENERAL MEETINGS.<\/strong><\/p>\n 29.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The Directors may call a general meeting at any time.<\/p>\n 29.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The Directors must call a general meeting if required to do so by the members under the Companies Acts.<\/p>\n <\/p>\n All general meetings must be called by either:<\/p>\n 30.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 at least 14 clear days notice; or<\/p>\n 30.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 shorter notice if it is so agreed by a majority of the members having a right to attend and vote at a meeting. Any such majority must together represent at least 90% of the total voting rights at the meeting of all the members.<\/p>\n <\/p>\n 31.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Every notice calling a general meeting must specify the place, day and time of the meeting, whether it is a general or an annual general meeting, and the general nature of the business to be transacted.<\/p>\n 31.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 If a special resolution is to be proposed, the notice must include the proposed resolution and specify that it is proposed as a special resolution.<\/p>\n 31.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 In every notice calling a meeting of the company there must appear with reasonable prominence a statement informing the member of his or her rights to appoint another person as his or her proxy at a general meeting.<\/p>\n <\/p>\n <\/p>\n Notice of general meetings must be given to every member, to the Directors and to the auditors of the company.<\/p>\n <\/p>\n 33.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.<\/p>\n 33.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 A person is able to exercise the right to vote at a general meeting when:<\/p>\n 33.2.1\u00c2\u00a0\u00c2\u00a0 that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and<\/p>\n 33.2.2\u00c2\u00a0\u00c2\u00a0 that person\u00e2\u20ac\u2122s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.<\/p>\n 33.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The Directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.<\/p>\n 33.4\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.<\/p>\n 33.5\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.<\/p>\n <\/p>\n 34.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 No business (other than the appointment of chair of the meeting) may be transacted at any general meeting unless a quorum is present.<\/p>\n 34.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Two persons entitled to vote on the business to be transacted (each being a member, a proxy for a member or a duly authorised representative of the member); or 10% of the total membership (represented in person or by a proxy), whichever is greater, shall be a quorum.<\/p>\n 34.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 If a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such time and place as the Directors may determine, and if\u00c2\u00a0 at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting those present and entitled to vote shall be a quorum.<\/p>\n <\/p>\n <\/p>\n <\/p>\n 35.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The Chair (if any) or in his or her absence some other Director nominated by the Directors will preside as chair of every general meeting.<\/p>\n 35.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 If neither the Chair nor such other Director nominated in accordance with Article 35.1 (if any) is present within fifteen minutes after the time appointed for holding the meeting and willing to act, the Directors present shall elect one of their number to chair the meeting and, if there is only one Director present and willing to act, he or she shall be chair of the meeting.<\/p>\n 35.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 If no director is willing to act a chair of the meeting, or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present in person or by proxy and entitled to vote must choose one of their number to be chair of the meeting, save that the proxy holder who is not a member entitled to vote shall not be entitled to be appointed chair of the meeting.<\/p>\n <\/p>\n 36.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 A Director may, even if not a member, attend and speak at any general meeting.<\/p>\n 36.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The chair of the meeting may permit other persons who are not members of the company to attend and speak at a general meeting.<\/p>\n <\/p>\n 37.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The Chair of the meeting may adjourn a general meeting at which a quorum is present if:<\/p>\n 37.1.1\u00c2\u00a0\u00c2\u00a0 the meeting consents to an adjournment; or<\/p>\n 37.1.2\u00c2\u00a0\u00c2\u00a0 it appears to the chair of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.<\/p>\n 37.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The Chair of the meeting must adjourn a general meeting if directed to do so by the meeting.<\/p>\n 37.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 When adjourning a general meeting, the chair of the meeting must:<\/p>\n 37.3.1\u00c2\u00a0\u00c2\u00a0 either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the Directors; and<\/p>\n 37.3.2\u00c2\u00a0\u00c2\u00a0 have regard to any directions as to time and place of any adjournment which have been given by the meeting.<\/p>\n 37.4\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned , the company must give at least seven clear days notice of it:<\/p>\n 37.4.1\u00c2\u00a0\u00c2\u00a0 to the same persons to whom notice of the company\u00e2\u20ac\u2122s general meetings is required to be given; and<\/p>\n 37.4.2\u00c2\u00a0\u00c2\u00a0 containing the same information which such notice is required to contain.<\/p>\n 37.5\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.<\/p>\n VOTING AT GENERAL MEETINGS.<\/strong><\/p>\n 38.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.<\/p>\n 38.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 A person who is not a member of the company shall not have any right to vote at a general meeting of the company; but this is without prejudice to any right to vote on a resolution affecting the rights attached to a class of the company\u00e2\u20ac\u2122s debentures.<\/p>\n 38.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Article 38.2 shall not prevent a person who is proxy for a member or a duly authorised representative from voting at a general meeting of the company.<\/p>\n <\/p>\n 39.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 On a vote on a resolution on a show of hands at a meeting every person present in person (whether a member, proxy or authorised representative of a member) and entitled to vote, shall have a maximum of one vote.<\/p>\n 39.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 On a vote on a resolution on a poll at a meeting every member present in person (whether a member, proxy or authorised representative of a member), shall have one vote.<\/p>\n 39.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 In the case of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting shall not be entitled to a casting vote in addition to any other vote he or she may have.<\/p>\n 39.4\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 No member shall be entitled to vote at any general meeting unless all monies presently payable by him or her to the company have been paid.<\/p>\n 39.5\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The following provisions apply to any organisation that is a member (\u00e2\u20ac\u0153a member organisation\u00e2\u20ac\u009d):<\/p>\n 39.5.1\u00c2\u00a0\u00c2\u00a0 a member organisation may nominate any individual to act as its representative (\u00e2\u20ac\u0153an authorised representative\u00e2\u20ac\u009d) at any meeting of the company.<\/p>\n 39.5.2\u00c2\u00a0\u00c2\u00a0 The member organisation must give notice in writing to the company of the name of its authorised representative. The authorised representative will not be entitled to represent the member organisation at any meeting of the company unless such notice has been received by the company. The authorised representative may continue to represent the member organisation until notice in writing is received by the company to the contrary.<\/p>\n 39.5.3\u00c2\u00a0\u00c2\u00a0 A member organisation may appoint an authorised representative to represent it at a particular meeting of the company or at all meetings of the company until notice in writing to the company has been received by the company;<\/p>\n 39.5.4\u00c2\u00a0\u00c2\u00a0 Any notice in writing received by the company shall be conclusive evidence of the authorised representative\u00e2\u20ac\u2122s authority to represent the member organisation or that his or her authority has been revoked. The company shall not be required to consider whether the authorised representative has been properly appointed by the member organisation.;<\/p>\n 39.5.5\u00c2\u00a0\u00c2\u00a0 An individual appointed by a member organisation to act as its authorised representative is entitled to exercise (on behalf of the member organisation) the same powers as the member organisation could exercise if it were an individual member;<\/p>\n 39.5.6\u00c2\u00a0\u00c2\u00a0 \u00c2\u00a0On a vote on a resolution at a meeting of the company, the authorised representative has the same voting rights as the member organisation would be entitled to if it was an individual member present in person at the meeting; and<\/p>\n 39.5.7\u00c2\u00a0\u00c2\u00a0 The power to appoint an authorised representative under this article 39.5 is without prejudice to any rights which the member organisation has under the companies act and the articles to appoint a proxy or a corporate representative.<\/p>\n <\/p>\n 40.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 A poll on resolution may be demanded:<\/p>\n 40.1.1\u00c2\u00a0\u00c2\u00a0 in advance of the general meeting where it is to be put to the vote; or<\/p>\n 40.1.2\u00c2\u00a0\u00c2\u00a0 at a general meeting either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.<\/p>\n 40.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 A poll may be demanded by:<\/p>\n 40.2.1\u00c2\u00a0\u00c2\u00a0 the chair of the meeting;<\/p>\n 40.2.2\u00c2\u00a0\u00c2\u00a0 the directors;<\/p>\n 40.2.3\u00c2\u00a0\u00c2\u00a0 two or more persons having the right to vote on the resolution;<\/p>\n 40.2.4\u00c2\u00a0\u00c2\u00a0 any person who, by virtue of being appointed proxy for one or more members having the right to vote at the meeting, holds two or more votes or;<\/p>\n 40.2.5\u00c2\u00a0\u00c2\u00a0 a person or persons representing not less than one tenth of the total voting rights of all members having the right to vote on the resolution.<\/p>\n 40.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 A demand for a poll may be withdrawn if:<\/p>\n 40.3.1\u00c2\u00a0\u00c2\u00a0 the poll has not yet been taken; and<\/p>\n 40.3.2\u00c2\u00a0\u00c2\u00a0 the chair of the meeting consents to the withdrawal.<\/p>\n 40.4\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Polls must be taken immediately and in such manner as the chair of the meeting directs.<\/p>\n <\/p>\n 41.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.<\/p>\n 41.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Any such objection must be referred to the chair of the meeting whose decision is final.<\/p>\n <\/p>\n <\/p>\n 42.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Proxies may only validly be appointed by notice in writing (\u00e2\u20ac\u0153a proxy notice\u00e2\u20ac\u009d) which:<\/p>\n a)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 States the name and address of the member appointing the proxy;<\/p>\n b)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Identifies the person appointed to be that member\u00e2\u20ac\u2122s proxy and the general meeting in relation to which that person is appointed.<\/p>\n c)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Is signed by or on behalf of the member appointing the proxy, or is authenticated in such a manner as the directors may determine; and<\/p>\n d)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.<\/p>\n 42.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The company may require proxy notices to be delivered in a particular form and may specify different forms for different purposes.<\/p>\n 42.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.<\/p>\n 42.4\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Unless a proxy notice indicates otherwise, it must be treated as;<\/p>\n a)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting; and<\/p>\n b)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.\u00c2\u00a0<\/p>\n <\/p>\n 43.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person.<\/p>\n 43.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 An appointment under a proxy notice may be revoked by delivering to the company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.<\/p>\n 43.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 A notice revoking the appointment of a proxy only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.<\/p>\n <\/p>\n 44.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if:<\/p>\n 44.1.1\u00c2\u00a0\u00c2\u00a0 notice of the proposed amendment is given to the company in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chair of the meeting may determine); and<\/p>\n 44.1.2\u00c2\u00a0\u00c2\u00a0 the proposed amendment does not, in the reasonable opinion of the chair of the meeting, materially alter the scope of the resolution.<\/p>\n 44.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 A special resolution to be proposed at a general meeting may be amended by ordinary resolution if:<\/p>\n 44.2.1\u00c2\u00a0\u00c2\u00a0 the chair of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed; and<\/p>\n 44.2.2\u00c2\u00a0\u00c2\u00a0 the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.<\/p>\n 44.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 If the chair of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chair\u00e2\u20ac\u2122s error does not invalidate the vote on that resolution.<\/p>\n <\/p>\n WRITTEN RESOLUTIONS.<\/strong><\/p>\n 45.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Subject to article 45.3, a written resolution of the company passed in accordance with this article 45 shall have effect as if passed by the company in the general meeting:<\/p>\n 45.1.1\u00c2\u00a0\u00c2\u00a0 A written resolution is passed as an ordinary resolution if it is passed by a simple majority of the total voting rights of eligible members.<\/p>\n 45.1.2\u00c2\u00a0\u00c2\u00a0 A written resolution is passed as a special resolution if it is passed by members representing not less than 75% of the total voting rights of eligible members. A written resolution is not a special resolution unless it states that it was proposed as a special resolution.<\/p>\n 45.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 In relation to a resolution proposed as a written resolution of the company the eligible members are the members who would have been entitled to vote on the resolution on the circulation date of the resolution.<\/p>\n 45.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 A members\u00e2\u20ac\u2122 resolution under the Companies Act removing a Director or an auditor before the expiration of his or her term of office may not be passed as a written resolution.<\/p>\n 45.4\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 A copy of the written resolution must be sent to every member together with a statement informing the member how to signify their agreement to the resolution and the date by which the resolution must be passed if it is not to lapse. Communications in relation to written notices shall be sent to the company\u00e2\u20ac\u2122s auditors in accordance with the Companies Acts.<\/p>\n 45.5\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 A member signifies their agreement to a proposed written resolution when the company receives from him or her an authenticated document identifying the resolution to which it relates and indicating his or her agreement to the resolution.<\/p>\n 45.5.1\u00c2\u00a0\u00c2\u00a0 If the document is sent to the company in hard copy form, it is authenticated if it bears the member\u00e2\u20ac\u2122s signature.<\/p>\n 45.5.2\u00c2\u00a0\u00c2\u00a0 If the document is sent to the company by electronic means, it is authenticated if it bears the member\u00e2\u20ac\u2122s signature or if the identity of the member is confirmed in a manner agreed by the directors or if it is accompanied by a statement of the identity of the member and the company has no reason to doubt the truth of that statement or if it is from an e-mail address notified by the member to the company for the purposes of receiving documents or information by electronic means.<\/p>\n 45.6\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 A written resolution is passed when the required majority of eligible members have signified their agreement to it.<\/p>\n 45.7\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 A proposed written resolution lapses if it is not passed within 28 days beginning with the circulation date.<\/p>\n <\/p>\n ADMINISTRATIVE ARRANGEMENTS AND MISCELLANEOUS.<\/strong><\/p>\n 46.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that act to be sent or supplied by or to the company.<\/p>\n 46.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Subject to the articles, any notice or document to be sent or supplied to a Director in connection with the taking of decisions by Directors may also be sent or supplied by the means by which that Director has asked to be sent or supplied with such notices or documents for the time being.<\/p>\n 46.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 A Director may agree with the company that notices or documents sent to that Director in a particular way are to be deemed to have been received within an agreed time of their being sent, and for the agreed time to be less than 48 hours.<\/p>\n <\/p>\n The proceedings at any meeting or on the taking of any poll or the passing of a written resolution or the making of any decision shall not be invalidated by reason of any accidental informality or irregularity (including any accidental omission to give or any non-receipt of notice) or any want or qualification in any of the persons present or voting or by reason of any business being considered which is not referred to in the notice unless a provision of the Companies Act specifies that such informality, irregularity or want of qualification shall invalidate it.<\/p>\n <\/p>\n 48.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The Directors must cause minutes to be made in books kept for the purpose:<\/p>\n 48.1.1\u00c2\u00a0\u00c2\u00a0 Of all appointments of officers made by the Directors.<\/p>\n 48.1.2\u00c2\u00a0\u00c2\u00a0 Of all resolutions of the company and of the Directors; and<\/p>\n 48.1.3\u00c2\u00a0\u00c2\u00a0 Of all proceedings at meetings of the company and of the Directors, and of committees of Directors, including the names of the Directors present at each such meeting;<\/p>\n And any such minute, if purported to be signed (or in the case of minutes of Directors meetings signed or authenticated) by the chair of the meeting at which the proceedings were had, or by the chair of the next succeeding meeting, shall, as against any member or Director of the Company, be sufficient evidence of the proceedings.<\/p>\n 48.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The minutes must be kept for at least ten years from the date of the meeting, resolution or decision.<\/p>\n <\/p>\n The Directors shall comply with the requirements of the Companies Acts as to maintaining a members\u00e2\u20ac\u2122 register, keeping financial records, the audit or examination of accounts and the preparation and transmission to the Registrar of Companies and the Regulator of:<\/p>\n 49.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Annual reports.<\/p>\n 49.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Annual returns.<\/p>\n 49.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Annual statements of account.<\/p>\n <\/p>\n 50.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Subject to article 50.2, a relevant Director of the Company or an associated company may be indemnified out of the Company\u00e2\u20ac\u2122s assets against:<\/p>\n a)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Any liability incurred by that Director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company;<\/p>\n b)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Any liability incurred by that Director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006); and<\/p>\n c)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Any other liability incurred by that Director as an officer of the Company or an associated company.<\/p>\n 50.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Act or by any other provision of law.<\/p>\n 50.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 In this article:<\/p>\n a)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and<\/p>\n b)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 A \u00e2\u20ac\u0153relevant director\u00e2\u20ac\u009d means any director or former director of the company or an associated company.<\/p>\n <\/p>\n 51.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director i respect of any relevant loss.<\/p>\n 51.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 In this article:<\/p>\n a)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 A \u00e2\u20ac\u0153relevant director\u00e2\u20ac\u009d means any director or former director of the company or an associated company.<\/p>\n b)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 A \u00e2\u20ac\u0153relevant loss\u00e2\u20ac\u009d means any loss or liability which has been or may be incurred by a relevant director in connection with that director\u00e2\u20ac\u2122s duties or powers in relation to the company, any associated company or any pension fund or employees\u00e2\u20ac\u2122 share scheme of the company or associated company; and<\/p>\n c)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.<\/p>\n <\/p>\n 52.1\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The directors may from time to time make such reasonable and proper rules or bye laws as they may deem necessary or expedient for the proper conduct and management of the company.<\/p>\n 52.2\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The bye laws may regulate the following matters but are not restricted to them:<\/p>\n a)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The admission of members of the company and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members:<\/p>\n b)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The conduct of members of the company in relation to one another; and to the company\u00e2\u20ac\u2122s employees and volunteers.<\/p>\n c)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The setting aside of the whole or any part or parts of the Company\u00e2\u20ac\u2122s premises at any particular time or times or for any particular purpose or purposes;<\/p>\n d)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The procedure at general meetings of the directors in so far as such procedure is not regulated by the Companies Acts or by the articles;<\/p>\n e)\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 Generally, all such matters as are commonly the subject matter of company rules.<\/p>\n 52.3\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The Directors shall have the power to alter, add to or repeal the rules or bye laws.<\/p>\n 52.4\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The Directors must adopt such means as they think sufficient to bring the rules and bye laws to the notice of members of the company.<\/p>\n 52.5\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0\u00c2\u00a0 The rules or bye laws shall be binding on all members of the company. No rule or bye law shall be inconsistent with, or shall affect or repeal anything contained in the articles.<\/p>\n <\/p>\n The relevant model articles for a company limited by guarantee are hereby expressly excluded.<\/p>\n <\/p>\n","protected":false},"excerpt":{"rendered":"\n
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