articles of association.

articles of association.

THE COMPANIES ACTS 1985 TO 2006

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL


COMPANY NUMBER: 03442834

ARTICLES OF ASSOCIATION OF


HOTEL BOOKING AGENTS ASSOCIATION

INTERPRETATION

  1. (1) In these Articles:

“the Act” means the Companies Act 2006, including any statutory modification or re- enactment thereof for the time being in force;

“Agency” means a member of the Company designated as an agency member (and

“Agencies” has a corresponding meaning);

“the Articles” means these articles of association;

“the board” means board of directors of the Company;

“Business Day” means any day (other than a Saturday, Sunday or public holiday in England) when banks in London are open for business;

“the Company” means the company intended to be regulated by these articles;

“Conflict”  means a situation in which a director  has or can have,  a direct or indirect interest that conflicts or possibly may conflict, with the interests of the Company;

“clear days” in relation to the period of a notice means the period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

“director” means a director of the Company and includes any person occupying the position of director, by whatever name called;

“executed” includes any mode of execution;

“Interested Director” has the meaning given in Article 54;

“member” means any person  whose  name  in  entered  in  the  register  of  members  of the Company, including Agencies and Suppliers (and “membership” shall be construed accordingly);

“the memorandum” means the memorandum of association of the Company;

“Model Articles” means the model articles for private companies limited by guarantee contained in Schedule 2 of the Companies (Model Articles) Regulations  2008  (SI 2008/3229) as amended prior to the date of adoption of these Articles and reference to a numbered “Model Article” is a reference to that article of the Model Articles;

“office” means the registered office of the Company;

“the Rules” means any rules of the Company made from time to time  pursuant to  Article 69;

“the seal” means the common seal of the Company if it has one;

“secretary” means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

“Supplier” means a member of the Company designated as a supplier member (and

“Suppliers” has a corresponding meaning);

“the United Kingdom” means the United Kingdom of Great Britain and Northern Ireland; and

“writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

  • Subject as aforesaid, words or expressions contained in these Articles shall, unless the context requires otherwise, bear the same meaning as in the Act.
  • Any reference in these Articles to a person includes natural persons, firms, partnerships, companies, corporations, unincorporated bodies, associations, organisations, governments, states, foundations or trusts (whether or not having legal personality).


COMPANY DETAILS

  • The name of the Company shall be Hotel Booking Agents Association.
  • The Company’s registered office must be situated in England or Wales.
  • The liability of the members shall be limited.
  • The Model Articles shall apply to the Company, except in so far as they are modified or excluded by these Articles. The following Model Articles shall not apply to the Company: 1, 3, 8, 9(1), 11(2) and (3), 12, 13, 14 (1), (2), (3) and (4), 17(1), 18, 19, 20, 21, 22, 24, 25(1) and (2), 27, 29, 30, 34(3), 35, 37 and 38.


MEMBERS

  • (1) The original subscribers to the Company’s memorandum and such other persons or organisations as are admitted to membership in accordance with the articles shall be members of the Company. No person shall be admitted a member of the Company unless:
  • they complete an application for membership in a form approved by the board; and
  • their application for membership is approved by the board.
  • The Company shall admit to membership an individual or organisation which:
  • applies to the Company using the application process approved by the directors or set out in the Rules; and
  • is approved by the directors.
  • The directors may in their absolute discretion decline to accept any application for membership of the Company and need not give reasons for doing so.
  • The directors may prescribe criteria for membership of the Company but shall not be obliged to accept persons fulfilling those criteria as members.
  • All members must pay to the Company a subscription fee in such manner and at such times as decided by the directors from time to time or set out in the Rules.
  • The directors may establish different classes of members and set out the different rights and obligations for each class, with such rights and obligations recorded in the register of members of the Company.
  • Membership of the Company shall not be transferrable.
  • (1) A member may withdraw from membership of the Company by giving not less than three months’ prior notice in writing to the Company but shall not be entitled to a refund of any subscription fee paid to the Company prior to the giving of such notice. Any person or organisation ceasing to be a member shall be removed from the register of members of the Company.
  • The directors may terminate the membership of any member without their consent by giving the member written notice if, in the reasonable opinion of the directors, the member:
  • is guilty of conduct which has or is likely to have a serious adverse effect on the Company or bring the Company or any or all of the members and/or directors into disrepute; or
  • has acted or has threatened to act in a manner which is contrary to the interests of the Company as a whole;
  • has failed to observe the terms of these Articles and/or the Rules; or
  • has failed to pay any subscription fee due from the member to the Company within four months from the due date for payment.

Following such termination, the member shall be removed from the register of members of the Company.

  • The notice to the member pursuant to Article 7(2) must give the member the opportunity to be heard in writing or in person as to why their membership should not be terminated. The directors must consider any representations made by the member and inform the member of their decision following such consideration. There shall be no right to appeal from a decision of the directors to terminate the membership of a member.
  • Any member whose membership is terminated under Article 7(2) shall not be entitled to a refund of any subscription or membership fee and shall remain liable to pay to the Company any subscription or other sum owed by them.
  • The directors may terminate the membership of any member that dies or becomes bankrupt (if an individual) or goes into receivership, administrative receivership, administration, liquidation or other arrangement for the winding up of a company (if a company). Following such termination, the member shall be removed from the register of members of the Company.
  • (1) If a member becomes bankrupt (if an individual) or goes into receivership, administrative receivership, administration, liquidation or other arrangement for the winding up of a company (if a company):
  • their membership shall be suspended and that member shall not be entitled to vote at any general meeting of the Company;
  • their membership shall cease to confer on that member any other rights or benefits under these Articles and/or the Rules; and
  • the member shall remain liable to pay to the Company any subscription or other sums owed by them.

(2) The directors may at any time reinstate the rights of any member whose membership is suspended pursuant to this Article 8.


GENERAL MEETINGS

  • The Company shall hold an annual general meeting each year in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of the Company and that of the next. The annual general meeting shall be held at such times and places as the directors shall appoint and may be held either solely or partially by electronic means, subject to the notice requirements in Article 11.
  1. The directors may call general meetings and on the requisition of members pursuant to the provisions of the Act, the directors shall forthwith proceed to convene a general meeting for a date not later than eight weeks after receipt of the requisition.


NOTICE OF GENERAL MEETINGS

  1. An annual general meeting and a general meeting called for the passing of a special resolution shall be called by at least twenty-one clear days’ notice. All other general meetings shall be called by at least fourteen clear days’ notice but a general meeting may be called by shorter notice if it is so agreed:
  • in the case of an annual general meeting, by all the members entitled to attend and vote; or
  • in the case of any other general meeting, by a majority in number of members having a right to attend and vote, being a majority together holding not less than 95 per cent of the total voting rights at the meeting of all the members.

The notice shall specify the time and place of the general meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such.

  1. If the general meeting is to be held solely or partly by means of electronic facilities, the notice shall include a statement to that effect, specify the means, or different means of attendance and participation, as well as any access, identification and security arrangements, and shall state how the members attending or participating in the meeting electronically should communicate with each other during the meeting.
  1. The notice shall be given to all the members and to the directors and the auditors for the time being of the Company.
  1. The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that general meeting.


PROCEEDINGS AT GENERAL MEETINGS

  1. (1) No business shall be transacted at any general meeting unless a quorum is present.
  • If at any time the Company has only one member then one member present in person or by proxy, or if the sole member is a corporation then the duly appointed representative of such corporation, shall be a quorum.
  • If at any time the Company has more than one member, two persons entitled to vote upon the business to be transacted, each being a member or (if the member is a corporation) a duly authorised representative of such member, or one tenth of the total number of members for the time being, whichever is the greater, shall constitute a quorum.
  1. If a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting a quorum ceases to be present, 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.
  1. The chair, if any, of the board or in their absence some other director nominated by the board shall preside as chair of the meeting, but if neither the chair nor such other director (if any) is

present within fifteen minutes after the time appointed for holding the meeting and is willing to act, the directors present shall elect one of their number to be chair and, if there is only one director present and willing to act, they shall be chair.

  1. If no director is willing to act as chair, or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chair.
  1. The chair may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had adjournment not taken place. When a meeting is adjourned for fourteen days or more, at least seven clear days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
  • A resolution put to the vote of a meeting shall be decided on a show of hands unless a poll is duly demanded before the meeting, before the show of hands on that resolution or on the declaration of the result of a show of hands on that resolution. Subject to the provisions of the Act, a poll may be demanded:
  • by the chair; or
  • by a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting
  • Unless a poll is duly demanded, a declaration by the chair that a resolution has been carried unanimously or by a particular majority, or has been lost or not carried by a particular majority, and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
  • The demand for a poll may be withdrawn, before the poll is taken, but only with the consent of the chair. The withdrawal of a demand for a poll shall not invalidate the result of a show of hands declared before the demand for the poll was made.
  • A poll shall be taken as the chair directs and they may appoint scrutineers (who need not be members) and fix a time and place for declaring the results of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.
  • In the case of an equality of votes, whether on a show of hands or on a poll, the chair shall be entitled to a casting vote in addition to any other vote they may have.
  • A poll demanded on the election of a chair or on a question of adjournment shall be taken immediately. A poll demanded on any other question shall be taken either immediately or at such time and place as the chair directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent continuance of a meeting for the transaction of any business other than the question on which the poll is demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
  • No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In other cases at least seven clear days’ notice shall be given specifying the time and place at which the poll is to be taken.


VOTES OF MEMBERS

  • Subject to Article 8 and the Act, at any general meeting:

(1) every member who is present in person (or by proxy) shall on a show of hands have one vote; and

  • every member present in person (or by proxy) shall on a poll have one vote.
  • No member shall be entitled to vote at any general meeting unless all moneys then payable by them to the Company have been paid.
  • No objection shall 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 shall be valid. Any objection made in due time shall be referred to the chair whose decision shall be final and conclusive.
  • Any member that is a corporation or body with separate legal personality may by written notice to the Company appoint or remove such person as it thinks fit from time to time as its authorised representative at any meeting of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the member which the member itself could exercise if it were an individual member of the Company. Where any member appoints two or more authorised representatives, at any meeting of the Company only one such authorised representative shall be entitled to exercise on behalf of the member the powers which the member itself could exercise if it were an individual member of the Company.
  • A vote given or poll demanded by the duly authorised representative of a member shall be valid notwithstanding the withdrawal by that member of the authority of the person voting or demanding a poll, unless notice of the withdrawal of such authority was received by the Company at its registered office at least 48 hours before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.


DIRECTORS

  • The number of directors shall be not less than two and (unless otherwise determined by ordinary resolution) shall not exceed the lower of 20 or 8% of the total number of members (rounded up to the nearest whole number).


POWERS OF DIRECTORS

  • (1) Subject to the Act and the Articles, the business of the Company shall be managed by the directors who shall be the only body empowered to make executive decisions and who may pay all such expenses of, and preliminary and incidental to, the promotion, formation, establishment and registration of the Company as they think fit, and may exercise all such powers of the Company and do on behalf of the Company all such acts as may be exercised and done by the

Company. No regulations made by special resolution of the Company, or any changes to the Articles, shall invalidate any prior act of the directors which would have been valid if such regulation or change had not been made.

  • A meeting of the board at which a quorum is present may exercise all the powers exercisable by the directors.


APPOINTMENT AND RETIREMENT OF DIRECTORS

  • Subject to Article 35, any member (or, in the case of any member that is a corporation or body with separate legal personality, the authorised representative) who is willing to act as a director, and who is permitted by law to do so, may be appointed to be a director:
  • by a resolution of the directors; or
  • by an ordinary resolution of the Company,

either to fill a vacancy or as an additional director, provided that appointment does not cause the maximum number of directors fixed by or in accordance with the Articles to be exceeded.

  • No member shall be appointed to be a director if that appointment will cause:
  • the proportion of directors who are or represent Agencies to exceed 60% of the total number of directors appointed for the time being (rounded up to the nearest whole number of directors); and/or
  • the proportion of directors who are or represent Suppliers to exceed 40% of the total number of directors appointed for the time being (rounded up to the nearest whole number of directors).
  • A director appointed pursuant to Article 34 shall hold office only until the next following annual general meeting and if not reappointed at such annual general meeting, the director shall vacate office at the conclusion of the annual general meeting.
  • The directors may determine the term of office for a director but unless so determined the usual term of office for a director shall be three years commencing on the date of the annual general meeting at which they are reappointed and at the end of which they shall retire. A retiring director shall, if willing to act, be eligible for reappointment provided that no director shall serve for more than 12 consecutive years unless the board considers it would be in the best interests of the Company for a particular director to continue to serve beyond that period and the director is reappointed in accordance with the Articles.
  • No person may be appointed as a director:
  • unless they are a member {or an authorised representative] of a member;
  • unless they have attained the age of 18 years; or
  • in circumstances such that, had they already been a director, they would have been disqualified from acting under the provisions of Article 39.


DISQUALIFICATION AND REMOVAL OF DIRECTORS

  • A director shall automatically cease to hold office if they (or the member whom they represent):
  • cease to be a director by virtue of any provision in the Act or are disqualified or otherwise prohibited by law from being a director;
  • cease to be a member of the Company;
  • have a bankruptcy order made against them or a composition is made with their creditors generally in satisfaction of their debts;
  • in the written opinion of a registered medical practitioner who is treating the director, have become physically or mentally incapable of acting as a director and may remain so for more than three months;
  • resign by written notice to the Company, provided that at least two directors will remain in office once the resignation takes effect; or
  • are absent from all the meetings of the directors held within a period of six consecutive months, without the permission of the directors, and the directors resolve that their office be vacated.
  • If any director is the appointed representative of a member, they shall automatically cease to hold office upon written notice being received by the Company in accordance with Article 30 that the director has ceased to be so authorised by that member.


DIRECTORS’ EXPENSES

  • The directors may be paid all reasonable travelling, hotel and other expenses properly incurred by them in connection with their attendance at board meetings or meetings of directors’ committees or general meetings or otherwise in connection with the discharge of their duties, but shall otherwise be paid no remuneration.


DIRECTORS’ INTERESTS

  • Subject to the provisions of the Act and to Article 44, the directors may appoint one or more of their number to the unremunerated office of managing director or to any other unremunerated executive office of the Company. Any such appointment may be made upon such terms as the directors determine. Any appointment of a director to an executive office shall terminate if they cease to be a director.
  • Except to the extent permitted by Article 44, no director shall take or hold any interest in property belonging to the Company or receive remuneration or be interested otherwise than as a director in any other contract to which the Company is a party.
  • No director shall be appointed to any office of the Company paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from the Company. Provided that nothing in these Articles shall prevent any payment in good faith by the Company:
  • of the usual professional charges for business done by any director who is a solicitor, accountant or other person engaged in a profession, or by any partner of theirs, when instructed by the Company to act in a professional capacity on its behalf. Provided that at no time shall a majority of the directors benefit under this provision and that a director shall withdraw from any meeting at which their appointment or remuneration, or that of their partner, is under discussion;
  • of reasonable and proper remuneration for any services rendered to the Company by any member, officer of the Company or other person who is not a director;
  • of fees, remuneration or other benefit in money or money’s worth to any company of which a director may also be a member holding not more than 1/100th part of the issued capital of that company;
  • of reasonable and proper rent for premises demised or let by any member of the Company or a director; or
  • to any director of reasonable out-of-pocket expenses.
  • Subject to Article 44(1) and to sections 177(5) and 177(6) and sections 182(5) and 182(6) of the Act, and provided they have declared the nature and extent of their interest in accordance with the requirements of the Act, a director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the Company:

(a) shall not be entitled to vote at a meeting of directors (or of a committee of the directors) or participate in any unanimous decision, in respect of such existing or proposed transaction or arrangement in which they are interested.


PROCEEDINGS OF DIRECTORS

  • Subject to the provisions of the Articles, the directors may regulate their proceedings as they think fit. A director may, and the secretary at the request of a director shall, call a meeting of the directors. It shall not be necessary to give notice of a meeting to a director who is absent from the United Kingdom. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chair shall have a second or casting vote.
  • The quorum for the transaction of the business of the directors may be fixed by the directors but shall not be less than one third of their number or two directors, whichever is the greater.
  • The directors may act notwithstanding any vacancies in their number but, if the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.
  • The directors may appoint one of their number to be the chair of their meetings and may at any time remove them from that office. Unless they are unwilling to do so, the director so appointed shall preside at every meeting of directors at which they are present. But if there is no director holding that office, or if the director holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the directors present may appoint one of their number to be chair of the meeting.
  • The directors may appoint one or more sub-committees consisting of three or more directors for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the directors would be more conveniently undertaken or carried out by a sub- committee, provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the board.
  • All acts done by a meeting of directors, or of a committee of directors, shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director and had been entitled to vote.
  • A resolution in writing, signed by all the directors entitled to receive notice of a meeting of directors or of a committee of directors, shall be as valid and effective as if it had been passed at a meeting of directors or (as the case may be) a committee of directors duly convened and held. Such a resolution may consist of several documents in the same form, each signed by one or more of the directors.
  • Any bank account in which any part of the assets of the Company is deposited shall be operated by the directors and shall indicate the name of the Company.


DIRECTORS’ CONFLICTS OF INTEREST

  • (1) The directors may, in accordance with the requirements set out in this Article, authorise any Conflict proposed to them by any director which would, if not authorised, involve a director (an Interested Director) breaching their duty to avoid conflicts of interest under section 175 of the Act.
  • Any authorisation under this Article 54 shall be effective only if:
  • to the extent permitted by the Act, the matter in question shall have been proposed by any director for consideration in the same way that any other matter may be proposed to the directors under the provisions of these Articles or in such other manner as the directors may determine;
  • any requirement as to the quorum for consideration of the relevant matter is met without counting the Interested Director; and
  • the matter was agreed to without the Interested Director voting or would have been agreed to if the Interested Director’s vote had not been counted.
  • Any authorisation of a Conflict under this Article 54 may (whether at the time of giving the authorisation or subsequently):
  • extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter or situation so authorised;
  • provide that the Interested Director be excluded from the receipt of documents and information and the participation in discussions (whether at meetings of the directors or otherwise) related to the Conflict;
  • provide that the Interested Director shall or shall not be an eligible director in respect of any future decision of the directors in relation to any resolution related to the Conflict;
  • impose upon the Interested Director such other terms for the purposes of dealing with the Conflict as the directors think fit;
  • provide that, where the Interested Director obtains, or has obtained (through their involvement in the Conflict and otherwise than through their position as a director of the Company) information that is confidential to a third party, they shall not be obliged to disclose that information to  the Company,  or  to  use  it  in  relation  to the Company’s affairs where to do so would amount to a breach of that confidence; and
  • permit the Interested Director to absent themselves from the discussion of matters relating to the Conflict at any meeting of the directors and be excused from reviewing papers prepared by, or for, the directors to the extent they relate to such matters.
  • Where the directors authorise a Conflict, the Interested Director shall be obliged to conduct themselves in accordance with any terms and conditions imposed by the directors in relation to the Conflict.
  • The directors may revoke or vary such authorisation at any time, but this shall not affect anything done by the Interested Director prior to such revocation or variation in accordance with the terms of such authorisation.
  • A director is not required, by reason of being a director (or because of the fiduciary relationship established by reason of being a director), to account to the Company for any remuneration, profit or other benefit which they derive from or in connection with a relationship involving a Conflict which  has  been  authorised  by  the  directors  in  accordance  with these Articles or by  the Company in  general  meeting  (subject  in  each  case  to  any terms, limits or conditions attaching to that authorisation) and no contract shall be liable to be avoided on such grounds.


ALTERNATE DIRECTORS

  • Any director (other than an alternate director) (Appointor) may appoint as an alternate any other director, or any other person approved by resolution of the directors, to:
  • exercise that director’s powers; and
  • carry out that director’s responsibilities,

in relation to the taking of decisions by the directors, in the absence of the Appointor.

  • Any appointment or removal of an alternate director must be effected by notice in writing to the Company signed by the Appointor, or in any other manner approved by the directors, which identifies the proposed alternate and, in the case of a notice of appointment, contains a statement signed by the proposed alternate that they are willing to act as the alternate of the director giving the notice.
  • An alternate director may act as alternate director to more than one director and has the same rights in relation to any decision of the directors as the Appointor.
  • Except as the Articles specify otherwise, alternate directors are:
  • deemed for all purposes to be directors;
  • liable for their own acts and omissions;
  • subject to the same restrictions as their Appointors; and
  • not deemed to be agents of or for their Appointors,

and, in particular (without limitation), each alternate director shall be entitled to receive notice of all board meetings and of all meetings of committees of directors of which their Appointor is a member.

  • A person who is an alternate director but not a director:
  • may be counted as participating for the purposes of determining whether a quorum is present (but only if that person’s Appointor is not participating);
  • may participate in a unanimous decision of the directors (but only if their Appointor is an eligible director in relation to that decision, but does not participate); and
  • shall not be counted as more than one director for the purposes of this Article 59.
  • A director who is also an alternate director is entitled, in the absence of their Appointor(s), to a separate vote on behalf of each Appointor, in addition to their own vote on any decision of the directors (provided that an Appointor for whom they exercise a separate vote is an eligible director in relation to that decision), but shall not count as more than one director for the purposes of determining whether a quorum is present.
  • An alternate director may be paid expenses and may be indemnified by the Company to the same extent as if they were a director but shall not be entitled to receive any remuneration from the Company for serving as an alternate director.
  • An alternate director’s appointment as an alternate (in respect of a particular Appointor) terminates:
  • when the alternate’s Appointor revokes the appointment by notice to the Company in writing specifying when it is to terminate;
  • on the occurrence, in relation to the alternate, of any event which, if it occurred in relation to the alternate’s Appointor, would result in the termination of the Appointor’s appointment as a director;
  • on the death of the alternate’s Appointor; or
  • when the alternate director’s Appointor ceases to be a director for whatever reason.


SECRETARY

  • Subject to the provisions of the Act, the secretary shall be appointed by the directors for such term, at such remuneration (if not a director) and upon such conditions as they may think fit, and any secretary so appointed may be removed by them.


MINUTES

  • The directors shall keep minutes:
  • of all appointments of officers made by the directors; and
  • of all proceedings at meetings of the Company and of the board and of committees of directors, including the names of the directors present at each such meeting.


THE SEAL

  • The seal shall only be used by the authority of the board or of a committee of directors authorised by the board. The directors may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a director and by the secretary or by a second director.


NOTICES

  • (1) Any notice, document or other information to be given to or by any person pursuant to the Articles shall be deemed served on or delivered to the intended recipient:
  • if properly addressed and sent by prepaid United Kingdom first class post to an address in the United Kingdom, 48 hours after it was posted (or five Business Days after posting either to an address outside the United Kingdom or from outside the United Kingdom to an address within the United Kingdom, if (in each case) sent by reputable international overnight courier addressed to the intended recipient, provided that delivery in at least five Business Days was guaranteed at the time of sending and the sending party receives a confirmation of delivery from the courier service provider);
  • if properly addressed and delivered by hand, when it was given or left at the appropriate address;
  • if properly addressed and sent or supplied by electronic means, one hour after the document or information was sent or supplied; and
  • if sent or supplied by means of a website, when the material is first made available on the website or (if later) when the recipient receives (or is deemed to have received) notice of the fact that the material is available on the website.

For the purposes of this Article 66(1), no account shall be taken of any part of a day that is not a Business Day.

(2) In proving that any notice, document or other information was properly addressed, it shall suffice to show that the notice, document or other information was addressed to an address

permitted for the purpose by the Act provided that a member whose registered address is not within the United Kingdom and who gives to the Company an address within the United Kingdom at which notices may be given to them shall be entitled to have notices given to them at that address but otherwise no such member shall be entitled to receive any notice from the Company.

  • A member present in person at any meeting of the Company shall be deemed to have received notice of the meeting and, where necessary, of the purposes for which it was called.


INDEMNITY

  • Subject to the provisions of the Act every director or other officer or auditor of the Company shall be indemnified out of the assets of the Company against any liability incurred by them in that capacity in defending any proceedings, whether civil or criminal, in which judgement is given in their favour or in which they are acquitted or in connection with any application in which relief is granted to them by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company.


RULES

  • (1) The directors may from time to time make such rules or bye laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Company and for the purposes of prescribing classes of and conditions of membership, and in particular but without prejudice to the generality of the foregoing, they may by such rules or bye laws regulate:
  • the admission and classification of members of the Company (including the admission of organisations to membership), the rights and privileges of such members, the conditions of membership and the subscriptions and other fees or payments to be made by members;
  • the conduct of members of the Company in relation to one another and to representatives of the Company;
  • the setting aside of the whole or any part or parts of the Company’s premises at any particular time or times or for any particular purpose or purposes;
  • the procedure at general meetings and meetings of the board and committees of the directors in so far as such procedure is not regulated by the Articles;
  • generally, all such matters as are commonly the subject matter of Company rules

(2) The Company in general meeting shall have power to alter, add to or repeal the Rules and the directors shall adopt such means as they think sufficient to bring to the notice of members of the Company all such Rules, which shall be binding on all members of the Company, provided that no Rule shall be inconsistent with, or shall affect or repeal anything contained in the Articles.


OBJECTS

  • The Company’s objects (“the Objects“) are to:
  • Promote and support those businesses and individuals operating in the events, accommodation and meetings sector located from time to time within the United Kingdom and other businesses associated with that area and to protect the commercial and other interests of those businesses;
  • Assist and promote trade within the United Kingdom and elsewhere by such businesses or individuals;
  • Provide for the formation and exchange of views or any question connected with the conduct of any trade or business with which any of the members of the Company are associated;
  • Represent, express and give effect to the majority of opinion of the members of the Company on commercial or mercantile matters of all kind;
  • Promote or oppose bills in Parliament or other measures affecting members of the Company and to lobby the European Commission and any other regulatory body as the members so decide;
  • Collect and circulate commercial statistics and information of all kinds; and
  • Undertake and arrange for the settlement by arbitration of trade disputes.
  • In furtherance of the Objects but not otherwise the Company may exercise the following powers:
  • to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments, and to operate bank accounts in the name of the Company;
  • to raise funds and to invite and receive contributions providing that in raising funds the Company shall not undertake any substantial permanent trading activities and shall conform to any relevant statutory regulations;
  • to acquire, alter, improve and (subject to such consents as may be required by law) to charge or otherwise dispose of property;
  • subject to Article 44 to employ such staff, who shall not be directors of the Company, as are necessary for the proper pursuit of the Objects;
  • to establish or support any charitable trusts, associations or institutions formed for all or any of the Objects;
  • to pay out of the funds of the Company the costs, charges and expenses of and incidental to the formation and registration of the Company; and
  • to do all such other lawful things as are necessary for the achievement of the Objects.


DIVIDENDS

  • The income and property of the Company shall be applied solely towards the promotion of the Objects and no part shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to the members of the Company.


WINDING UP

  • Every member of the Company undertakes to contribute such amount as may be required (not exceeding £1.00) to the Company’s assets if it should be wound up while they are a member or within one year after they cease to be a member, for payment of the Company’s debts and liabilities contracted before they ceased 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.


If the Company is wound up or dissolved and after all its debts and liabilities have been satisfied there remains any property it shall not be paid to or distributed among the members of the Company, but shall be given or transferred to some other company having objects similar to the Objects and which prohibits the distribution of its income and property to an extent at least as great as is imposed on the Company by Article 73 above, chosen by the members of the Company at or before the time of dissolution

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