COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION OF
INTERPRETATION
“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.
Following such termination, the member shall be removed from the register of members of the Company.
(2) The directors may at any time reinstate the rights of any member whose membership is suspended pursuant to this Article 8.
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.
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) every member who is present in person (or by proxy) shall on a show of hands have one vote; and
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.
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.
(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.
in relation to the taking of decisions by the directors, in the absence of the Appointor.
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.
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.
(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
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