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THE COMPANIES ACT 2006
PRIVATE COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION
OF
SCOTTISH CLAY TARGET ASSOCIATION LIMITED (‘the Association’)
INTRODUCTION
1. INTERPRETATION
1.1 In these Articles, unless the context otherwise requires:
Act: means the Companies Act 2006;
appointor: has the meaning given in article 9.2;
Articles: means the company’s articles of association for the time being in force;
business day: means any day (other than a Saturday, Sunday or public holiday in the
United Kingdom) on which clearing banks in the City of London are generally open
for business;
Conflict: has the meaning given in article 7.1;
Executive Director mean those directors appointed by the Management Board to fulfil
the roles of Chief Executive Officer, Administration Officer and Financial Officer and
who are accountable to the Board for the day-to-day management of those specific
roles. These prescribed roles cannot be held concurrently by one person
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.
Member: means the subscribers to the Company’s memorandum and every other
person who agrees to become a member of the Company.
The Association means the Scottish Clay Target Association Limited.
The Board means the Management Board of the Association comprising all of the
appointed directors of the Association responsible for the management of the
Association. The Board will consist of three executive directors together with a
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maximum of eight other directors. The minimum number to constitute the Board will
be seven, comprising three executive directors and four directors.
1.2 Save as otherwise specifically provided in these Articles, words and expressions which
have particular meanings in the Model Articles shall have the same meanings in these
Articles, subject to which and unless the context otherwise requires, words and
expressions which have particular meanings in the Act shall have the same meanings
in these Articles.
1.3 Headings in these Articles are used for convenience only and shall not affect the
construction or interpretation of these Articles.
1.4 A reference in these Articles to an “article” is a reference to the relevant article of these
Articles unless expressly provided otherwise.
1.5 Unless expressly provided otherwise, a reference to a statute, statutory provision or
subordinate legislation is a reference to it as it is in force from time to time, taking
account of:
(a) any subordinate legislation from time to time made under it; and
(b) any amendment or re-enactment and includes any statute, statutory
provision or subordinate legislation which it amends or re-enacts.
1.6 Any phrase introduced by the terms “including”, “include”, “in particular” or any
similar expression shall be construed as illustrative and shall not limit the sense of the
words preceding those terms.
1.7 The Model Articles shall apply to the Company, except in so far as they are modified
or excluded by these Articles.
1.8 Articles 8, 11(2) and (3), 11(2), 13, 14(1), (2), (3) and (4), 17(2), 30(3), 38 and 39 of
the Model Articles shall not apply to the Company.
1.9 The masculine includes the feminine and the singular includes the plural.
2. OBJECTS OF THE COMPANY
2.1 The Company’s objects are:
(a) To promote and encourage in every way at local, national and international
level the sport of clay target shooting and to act as the sole governing or delegating
body for the sport in Scotland. In co-operation with the Clay Pigeon Shooting
Association (England), Irish Clay Target Shooting Association (Ireland), Ulster Clay
Pigeon Shooting Association (Northern Ireland) and Welsh Clay Target Shooting
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Association (Wales) promote the sport of clay target shooting throughout the UK; to
liaise with or affiliate to, as deemed appropriate with all necessary international bodies
for the furtherance of the sport.
In co-operation with Scottish Target Shooting (STS) consult and liaise with
sportscotland, Commonwealth Games Council (Scotland) and any other body as
deemed necessary for the furtherance of the sport at local, national and international
level.
Represent clay target shooting to “Scottish Target Shooting” (STS) for the furtherance
of Scottish shooting in those shooting disciplines (rifle, pistol and clay target) approved
and supported by sportscotland, this representation is specific to shooting at
Commonwealth Games level. For the purposes of this specific representation the
Association acknowledge the STS as the delegating body and will abide by those
published rules and terms of reference of the STS.
To enter into any arrangements with any government or authority (supreme, municipal,
local, or otherwise) that may seem conducive to the attainment of the Association’s
objects or any of them, and to obtain from any such government or authority any
charters, decrees, rights, privileges or concessions which the Association may think
desirable and to carry out, exercise, and comply with any such charters, decrees, rights,
privileges, and concessions; and
(b) any other trade or business which may seem to the company and its directors
to be advantageous and to directly or indirectly enhance all or any of the business of
the Company.
2.2 Notwithstanding Article 2.1, the Company’s objects are unrestricted.
LIABILITY OF MEMBERS
3. GUARANTEE
3.1 The liability of the members is limited.
3.2 Every Member of the Company undertakes to contribute such amount as may be
required (not exceeding £1) 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 ceases to be a member, and
of the costs, charges and expenses of winding up, and for the adjustment of the rights
of the contributories among themselves.
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3.3 The income and property of the Company shall be applied solely towards the promotion
of its Objects and no part shall be paid or transferred, directly or indirectly, by way of
dividend, bonus or otherwise by way of profit, to members of the Company, and no
trustee 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 this document shall prevent any payment in good faith by the
Company;
(a) Of reasonable and proper remuneration to any member, officer or
servant of the Association for any services rendered to the Association,
subject to 9.1(g).
(b) Of out of pocket expenses to any member, officer or servant of the Association
incurred wholly and properly in the business of the Association.
(c) Of any premium in respect of any such insurance as is permitted by these
articles.
(d) Of fees, remuneration or other benefit in money or money’s worth to any
company of which a member may also be a member holding not more than 1%
of the issued share capital of that company;
(e) Of payment to providers of goods and services supplied wholly and properly
in the business of the Association.
3.4. 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 or
companies having objects similar to the Objects which prohibits the distribution of its
or their income and property to an extent at least as great as is imposed on the Company
by Clause 3.3 above, chosen by the members of the Company at or before the time of
dissolution and if that cannot be done then to some other company.
4. MEMBERS
4.1 Membership of the Association shall compromise the separate groups as undernoted.
The Association reserves the right to decline any application for membership in any
group at the Association’s absolute discretion
• Individual member
• Trade member
• Affiliated member
Individual member of the Association shall be
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President who shall be an honorary official appointed by the Board and confirmed at
the subsequent AGM.
Honorary member appointed by the Board and confirmed at the subsequent AGM.
Any person on successful application and upon payment of an appropriate subscription
fee, in the various categories (e.g. Senior, Lady, Junior or Veteran etc.) as defined from
time to time by the Board.
Trade membership shall be available to bona fide businesses and companies related to
or providing connected services to the sport of clay target shooting, upon successful
application and payment of an appropriate subscription fee as determined by the Board
from time to time. Trade membership shall not afford any person any of the rights and
privileges of individual membership; specifically trade membership does not bestow
any voting rights at any meeting of the Association
Affiliated membership shall be available to any club or shooting ground providing
facilities for clay target shooting upon successful application and payment of an
appropriate affiliation fee as determined by the Board from time to time. Affiliated
membership shall not afford any person any of the rights and privileges of individual
membership; specifically, affiliated membership does not bestow any voting rights at
any meeting of the Association.
4.2 Individual members shall be entitled to attend all General Meetings of the Association
and shall be entitled to speak and (with the exception of members under eighteen years
of age) vote. Individual members of at least three years standing (with the exception of
members under eighteen years of age) shall have the right to stand for office (subject
to 4.3 undernoted)
4.3 An individual member with a substantive interest in any business, company or
enterprise connected with or supplying services to the sport of clay target shooting shall
not be eligible to stand for office within the Association. Such a person, with the
approval of the Board may however serve on a committee as per article 19, subject
always to their due cognisance of potential conflicts of interest.
4.4 A member may at any time withdraw from the Association by giving notice in writing
to the Association. Membership shall not be transferable and shall cease on death.
4.5 All members in all the above membership groups are bound by the rules and regulations
of the Association as contained within the Association’s published by- laws and code
of conduct. Breach of the by-laws and / or code of conduct will entitle the Association
to exercise sanctions against the member. Such sanctions may include temporary or
permanent removal of membership entitlement e.g. right to vote or stand for office and
/ or expulsion from the Association.
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5. DIRECTORS’ MEETINGS
5.1 The directors may appoint a director to chair their meetings and the person so appointed
for the time being is known as the Chairman.
5.2 The directors may terminate the chairman’s appointment at any time.
5.3 If the chairman is not participating in a directors’ meeting within ten minutes of the
time at which it was to start, the participating directors must appoint one of themselves
to chair it.
5.4 If the numbers of votes for and against a proposal are equal, the chairman or other
director chairing the meeting has a casting vote.
5.5 But this does not apply if, in accordance with the articles, the chairman or other director
is not to be counted as participating in the decision-making process for quorum or
voting purposes.
5.6 Meetings of the Board shall be held at intervals not greater than two months and shall
be convened by the Chief Executive Officer or two other directors upon giving not less
than 7 days’ notice by written or electronic means to all directors entitled to attend.
5.7 The Board may invite anyone to attend and speak at meetings of the Board. Save as
hereinafter provided, discussions between members of the Board shall at all times
remain private and confidential.
5.8 The quorum for the transaction of business at meetings of the Board will be five.
5.9 A director may vote, at any meeting of the directors or of any committee of the
directors, on any resolution, notwithstanding that it in any way concerns or relates to a
matter in which they have, directly or indirectly, any kind of interest whatsoever, and
if they shall vote on any such resolution their vote shall be counted; and in relation to
any such resolution as aforesaid they shall (whether or not they shall vote on the same)
be taken into account in calculating the quorum present at the meeting
6. DIRECTORS’ DEALINGS WITH THE COMPANY
6.1 A director who is in any way, whether directly or indirectly interested in a proposed
transaction or arrangement with the Company shall declare the nature and extent of
their interest to the other directors before the Company enters into the transaction or
arrangement in accordance with the Act.
6.2 A director who is in any way, whether directly or indirectly, interested in a transaction
or arrangement that has been entered into by the Company shall declare the nature and
extent of their interest to the other directors as soon as is
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reasonably practicable in accordance with the Act unless the interest has already been
declared in accordance with Article 6.1 above.
6.3 Subject, to sections 177(5), 177(6), 182(5) and 182(6) of the Act, the disclosures
required under Articles 6.1 and 6.2 and to any terms and conditions imposed by the
directors, a director shall be entitled to vote in respect of any proposed or existing
transaction or arrangement with the Company in which they are interested and if they
shall do so their vote shall be counted and they shall be taken into account in
ascertaining whether a quorum is present.
6.4 A director need not declare an interest under clause 6.1 and clause 6.2 as the case may
be:
(a) if it cannot reasonably be regarded as likely to give rise to a conflict of interest;
(b) of which the director is not aware, although for this purpose a director is treated
as being aware of matters of which they ought reasonably to be aware;
(c) if, or to the extent that, the other directors are already aware of it, and for this
purpose the other directors are treated as aware of anything of which they ought
reasonably to be aware; or
(d) if, or to the extent that, it concerns the terms of their service contract that have
been, or are to be, considered at a board meeting.
7. DIRECTORS’ CONFLICTS OF INTEREST
7.1 The directors may, in accordance with the requirements set out in this article, authorise
any matter or situation proposed to them by any director which would, if not authorised,
involve a director breaching their duty under section 175 of the Act to avoid conflicts
of interest provided that the required quorum at the meeting at which the matter is
considered is met without counting the director in question or any other interested
director (Conflict).
7.2 Any authorisation of a Conflict under this article may (whether at the time of giving
the authorisation or subsequently):
(a) extend to any actual or potential conflict of interest which may reasonably be
expected to arise out of the matter so authorised;
(b) be subject to such terms and for such duration, or impose such limits or
conditions as the directors may determine; and
(c) be terminated or varied by the directors at any time.
This will not affect anything done by the director prior to such termination or variation
in accordance with the terms of the authorisation.
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7.3 In authorising a Conflict the directors may decide (whether at the time of giving the
authorisation or subsequently) that if a director has obtained any information through
their involvement in the Conflict otherwise than as a director of the Company and in
respect of which they owe a duty of confidentiality to another person, the director is
under no obligation to:
(a) disclose such information to the directors or to any director or other officer or
employee of the company; or
(b) use or apply any such information in performing their duties as a
director, where to do so would amount to a breach of that confidence.
7.4 Where the directors authorise a Conflict, they may (whether at the time of giving the
authorisation or subsequently) provide, without limitation, that the director:
(a) is excluded from discussions (whether at meetings of directors or otherwise)
related to the Conflict;
(b) is not given any documents or other information relating to the Conflict; and
(c) may or may not vote (or may or may not be counted in the quorum) at any
future meeting of directors in relation to any resolution relating to the Conflict.
7.5 Where the directors authorise a Conflict:
(a) the director will be obliged to conduct themself in accordance with any terms
imposed by the directors in relation to the Conflict, and insofar as they do not
do so their authorisation will no longer be valid; and
(b) the director will not infringe any duty they owe to the company by virtue of
sections 171 to 177 of the Act provided they act in accordance with such terms,
limits and conditions (if any) as the directors impose in respect of its
authorisation and provided that the conflicted director is not in breach of their
duties set out in s171 to 177 of the Act otherwise than by reason of the mere
existence of the conflict.
7.6 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 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.
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8. RECORDS OF DECISIONS TO BE KEPT
8.1 Where decisions of the directors are taken by electronic means (including but not
limited to, telephone, text message and e-mail), such decisions shall be recorded by the
directors in permanent form, so that they may be read electronically.
9. NUMBER OF DIRECTORS
9.1 (a) Unless otherwise determined by ordinary resolution, the number of directors (other
than alternate directors) shall be a maximum of eleven and the minimum number of
directors shall be seven. When the minimum number of directors shall be one, a sole
director may exercise all powers and authorities vested in the directors by the Model
Articles and by these articles.
(b) No person shall be appointed or reappointed a director at any general meeting
unless either: –
they are recommended by the directors; or
not less than 40 clear days before the date appointed for the general meeting, notice
signed by not less than 10 members qualified to vote at the general meeting has been
sent by electronic means or recorded delivery mail to the Association’s registered office
of the intention to propose that person for appointment or reappointment, together with
notice signed by that person of their willingness to be appointed or reappointed.
(c) Subject to Article 9.1 (b) above, the Association may by ordinary resolution
appoint any person who is willing to act to be a director, either to fill a vacancy or as
an additional director.
(d) The directors may appoint a person who is willing to act to be a director, either
to fill a vacancy or as an additional director, provided that the appointment does not
cause the number of directors to exceed any number determined in accordance with
Article 9.1 above as the maximum number of directors and for the time being in force.
(e) Every director appointed or reappointed pursuant to Article 9.1 (c) or Article
9.1 (d) above shall, unless they vacate office earlier in accordance with these Articles,
hold office only until the conclusion of the fourth annual general meeting following
their last appointment or reappointment. Subject to Article 9.1 (b) above a director who
retires at an annual general meeting may, if willing to act, be reappointed subject to
Article 9.1 (f) below.
(f) No director may serve more than two consecutive terms of office on the Board
save in the circumstances set out below. Having served two consecutive terms, a
director must stand down from the Board for a minimum period of twelve months after
which time they may seek re- election as per Article 9.1 (b). A director vacating office
on this basis may however with the approval of the Board serve on a committee
convened as per article 19 but will no longer have a vote within the Board structure. If
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at the time of the Director vacating office there is no suitable candidate to replace them,
then they may be reappointed to serve a further one year term of office. For the
avoidance of doubt, a director may serve as many one year terms of office as they are
willing to serve but subject always to their reappointment after each one year term.
(g) No director other than an executive director may receive any remuneration for
their services in their capacity as director. This notwithstanding, nothing contained in
these Articles is to prohibit payment by the Association of any sum for the
reimbursement of previously agreed and properly authorised expenses.
EXECUTIVE DIRECTORS
(h) The Board shall appoint a Chief Executive Officer, Administration Officer and
a Finance Officer from among their number and may at any time remove from office any person
so appointed and appoint another director in their stead, provided always that no director may
hold more than one such executive office at a time.
(i) The Chief Executive Officer shall, unless they are unwilling to do so, preside
as chairman at every meeting of the Board at which they are present: but if they are unwilling
to preside or is not present within 5 minutes after the time appointed for the meeting, the
directors present may choose one of their number to be chairman of the meeting.
ALTERNATE DIRECTORS
9.2 Any director (other than an alternate director) (in this article, the appointor) may
appoint any person (whether or not a director) to be an alternate director.
9.3 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.
9.4 The notice must:
(a) identify the proposed alternate; and
(b) in the case of a notice of appointment, contain a statement signed by the
proposed alternate that they are willing to act as the alternate of the director
giving the notice.
9.5 An alternate director has the same rights, in relation to any decision of the directors,
as the alternate’s appointor.
9.6 Except as the Articles specify otherwise, alternate directors:
(a) are deemed for all purposes to be directors;
(b) are liable for their own acts and omissions;
(c) are subject to the same restrictions as their appointors; and
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(d) are 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 meetings of directors and of all meetings of committees of directors of
which their appointor is a member.
9.7 A person who is an alternate director but not a director:
(a) 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); and
(b) may participate in a unanimous decision of the directors (but only if their
appointor is an eligible director in relation to that decision and does not
themself participate).
9.8 A director who is also an alternate director is entitled, in the absence of their appointor,
to a separate vote on behalf of their appointor, in addition to their own vote on any
decision of the directors (provided that their appointor is an eligible director in relation
to that decision).
9.9 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 from the
Company any remuneration in their capacity as an alternate director except such part
(if any) of the remuneration otherwise payable to the alternate’s appointor as the
appointor may by notice in writing to the Company from time to time direct.
9.10 An alternate director’s appointment as an alternate terminates:
(a) when the alternate’s appointor revokes the appointment by notice to the
Company in writing specifying when it is to terminate;
(b) 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; or
(c) when the alternate director’s appointor ceases to be a director for whatever
reason.
10. APPOINTMENT AND REMOVAL OF DIRECTORS
(a) In any case where, as a result of death or bankruptcy, the company has no
shareholders and no directors, the personal representatives of the last member to have
died or to have a bankruptcy order made against them (as the case may be) have the
right, by notice in writing, to appoint a natural person, who is willing to act and is
permitted to do so, to be a director.
(b) If so resolved by the majority of directors present at any properly convened
Board meeting any director may be asked to resign with immediate effect or on a
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particular stated date. If such director refuses to resign then the Board may by like
resolution remove them from office and may appoint another member of the
Association, willing to act, in their place. A director so removed by the Board has the
right of appeal to the members in general meeting.
(c) The office of a director shall be vacated if: –
(i) he ceases to be a director by virtue of any provision of the Act or they become
prohibited by law from being a director; or
(ii) they become bankrupt or makes any arrangement or composition with their
creditors generally; or
(iii) they are, or may be, suffering from mental disorder and either: –
(iv) they are admitted to hospital in pursuance of an application for admission for
treatment under the Mental Health Act 1983 or, in Scotland, an application for
admission under the Mental Health (Scotland) Act 1960; or
(v) an order is made by a court having jurisdiction (whether in the United Kingdom
or elsewhere) in matters concerning mental disorder for their detention or for the
appointment of a receiver, curator bonis or other person to exercise powers with respect
to their property or affairs; or
(vi) they resign their office by not less than one month’s written notice to the
Association; or
(vii) they cease for any reason to be a member of the Association; or
(viii) they shall have been absent from 3 consecutive meetings of the Board without
permission of the directors and the Board resolves that their office be vacated.
11. SECRETARY
The Company is not required to have a secretary, but the directors may choose to
appoint any person who is willing to act as the secretary for such term, at such
remuneration and upon such conditions as they may think fit and from time to time
remove such person and, if the directors so decide, appoint a replacement, in each case
by a decision of the directors.
12. GENERAL MEETINGS
12.1 All general meetings including the annual general meeting shall be called by at least 14
clear days notice by either written or electronic means, this includes methods such as
email, social media and web site, to inform all members who are entitled to attend.
12.2 At a general meeting convened either in person or via video or teleconference, on a show
of hands or an indication of consent via text or verbal means, every member shall have
one vote.
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12.3 Where a poll is demanded, each member present in person or by proxy shall have one
vote.
12.4 For the purposes of article 24 of the Model Articles, No business shall be transacted at
any general meeting unless a quorum is present. A quorum shall be twenty five
individual members present, either in person or via video or teleconference at the
meeting, excluding those elected Board members.
12.5 If a quorum is not present within half an hour from the time appointed for a general
meeting the general meeting shall stand adjourned to the same day in the next week at
the same time and place or to such other day and at such other time and place as the
Board may determine; and if at the adjourned general meeting a quorum is not present
within half an hour from the time appointed therefore such adjourned general meeting
shall be dissolved.
12.6 An annual general meeting of the Association, chaired by the Chief Executive Officer
or a member duly nominated by them for that role will be held no later than the 28th
February in each year for the following purposes
12.6.1 To view, discuss and approve the minutes of the Association’s preceding annual
general meeting. A copy of such minutes will be made available electronically to all
individual members at least fourteen days in advance of the annual general meeting
12.6.2 To view, discuss and approve the Association’s annual accounts for the immediately
previous accounting reference period. A copy of such accounts, duly audited, will be
made available electronically to all individual members at least fourteen days in
advance of the annual general meeting.
12.6.3 To ratify the appointments of presidents and honorary members and appoint such
honorary officers, advisors or contractors as deemed appropriate or recommended by
the Board and to agree any remuneration for such appointments.
12.6.4 To reappoint directors retiring at the annual general meeting and to appoint new
directors and to agree any remuneration for such appointments whether new or existing
appointees, subject to 9.1(g)
12.6.5 To appoint an auditor if auditors are required to be appointed.
12.6.6 To discuss such business as shall have been notified in writing to the Administration
Officer and received by them no later than the 15th January immediately preceding the
date of the annual general meeting. The inclusion of such business within the annual
general meeting will require the endorsement of five individual members via written or
electronic means.
12.6.7 To discuss any other business specified in the notice of the meeting.
12.6.8 To discuss in open forum any other business brought up from the floor of the meeting
with the approval of the chairman.
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12.7 The Board may call general meetings of the Association and these shall be convened
by the Board on the requisition of not less than twenty five individual members of the
Association or by members representing not less than one tenth of the total voting rights
of all the members having, at the date of deposit of the requisition, a right to vote at
general meetings, whichever shall be the lesser. Any such requisition must state the
proposed business of such meeting and shall be deposited at the registered office.
12.8 Any request for a GM shall be accompanied by a deposit of £250 (two hundred & fifty)
to be lodged by the requisititionists with the Association to defray the costs incurred in
calling the GM. Subsequent to the holding of the GM such deposit may be returned in
full or part to the requisititionists as determined by resolution of the GM.
12.9 If the Board does not within 21 days from the date of deposit of the requisition proceed
duly to convene a meeting, the requisitionists, or any of them representing more than
one half of the total voting rights of all of them, may themselves convene a meeting,
but any meeting so convened shall not be held after the expiration of 3 months from
that date.
13. Proxies
13.1 Article 31(1) (d) of the Model Articles shall be deleted and replaced with the words “is
delivered to the company in accordance with the Articles not less than 48 hours before
the time appointed for holding the meeting or adjourned meeting at which the right to
vote is to be exercised and in accordance with any instructions contained in the notice
of the general meeting (or adjourned meeting) to which they relate”.
14. NOTICE
14.1 Any notice, document or other information shall be deemed served on or delivered to
the intended recipient:
(a) 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;
(b) if properly addressed and delivered by hand, when it was given or left at the
appropriate address;
(c) if properly addressed and sent or supplied by electronic means, one hour after
the document or information was sent or supplied; and
(d) 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, no account shall be taken of any part of a day that
is not a working day.
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14.2 In proving that any notice, document or other information was properly addressed, it
shall be sufficient to show that the notice, document or other information was delivered
to an address permitted for the purpose by the Act.
15. INDEMNITY
15.1 Subject to article 15.2, but without prejudice to any indemnity to which a relevant
officer is otherwise entitled:
(a) each relevant officer shall be indemnified out of the company’s assets against
all costs, charges, losses, expenses and liabilities incurred by them as a
relevant officer:
(i) in the actual or purported execution and/or discharge of their duties,
or in relation to them; and
(ii) in relation to the company’s (or any associated company’s) activities
as trustee of an occupational pension scheme (as defined in section
235(6) of the Act),
including (in each case) any liability incurred by them in defending any civil
or criminal proceedings, in which judgment is given in their favour or in which
they are acquitted or the proceedings are otherwise disposed of without any
finding or admission of any material breach of duty on their part or in
connection with any application in which the court grants them, in their
capacity as a relevant officer, relief from liability for negligence, default,
breach of duty or breach of trust in relation to the company’s (or any associated
company’s) affairs, but not including any of the matters set out in section 234(3)
of the Act; and
(b) the Company may provide any relevant officer with funds to meet expenditure
incurred or to be incurred by them in connection with any proceedings or
application referred to in article 15(1)(a) and otherwise may take any action to
enable any such relevant officer to avoid incurring such expenditure.
15.2 This article does not authorise any indemnity which would be prohibited or rendered
void by any provision of the Companies Acts or by any other provision of law.
15.3 In this article:
companies are associated if one is a subsidiary of the other or both are subsidiaries
of the same body corporate; and
a “relevant officer” means any director or other officer or former director or other
officer of the company or an associated company (including any company which is
a trustee of an occupational pension scheme (as defined by section 235(6) of the
Act), but excluding in each case any person engaged by the company (or
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associated company) as auditor (whether or not they are also a director or other
officer), to the extent they act in their capacity as auditor).
16. INSURANCE
The directors may decide to purchase and maintain insurance, at the expense of the
company, for the benefit of any relevant officer in respect of any relevant loss.
17. POWERS AND DUTIES OF THE BOARD
The business of the Association shall be managed by the Board, who may pay all
expenses incurred in promoting and registering the Association, and may exercise all
such powers of the Association as are not, by the Act or by these Articles, required to
be exercised by the Association in general meeting, subject nevertheless to the
provisions of the Act or these Articles and to such regulations, being not inconsistent
with the aforesaid provisions, as may be prescribed by the Association in general
meeting; but no regulation made by the Association in general meeting shall invalidate
any prior act of the Board which would have been valid if that regulation had not been
made.
18 BORROWING POWERS
The directors may exercise all the powers of the Association to borrow money without
limit as to amount and upon such terms and in such manner as they think fit, and to
grant any mortgage, charge or standard security over its undertaking and property, or
any part thereof, and to issue debentures, whether outright or as security for any debt,
liability or obligation of the Association or of any third party.
19 COMMITTEES
19.1 The Board may delegate any of their powers to committees consisting of such members
of their body as they think fit; any committee so formed shall in the exercise of the
powers so delegated fully conform to any regulation, restriction or condition that may
be imposed on it by the Board and shall fully and promptly report all acts and
proceedings to the Board as soon as is reasonably practicable.
19.2 A committee will consist of individual members of the Association co-opted by the
Board or the Board’s delegate to serve on the committee. Such committee members act
in an advisory capacity only have no Board voting rights and cannot commit the Board
to any particular course of action.
19.3 The quorum for the transaction of the business of a committee shall be three. A
committee may elect a chairman of its meetings, if no such chairman is elected, or if at
any meeting the chairman is not present within five minutes after the time
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appointed for holding the same, the members present may choose one of their numbers
to be chairman of the meeting.
19.4 The Chief Executive Officer or any other director nominated by them shall be an ex
officio member of every committee and may act as secretary to such committees.
19.5 A committee may meet and adjourn as it thinks proper. Questions arising at any
meeting shall be determined by a majority of votes of the members present and in the
case of an equality of votes the chairman shall have a second or casting vote.
20 BOARD MINUTES
Minutes of every Board meeting will be kept and once signed by the chairman of that
meeting or the next meeting, shall be open to the inspection of the members in
accordance with the Act. Additionally and without prejudice to the generality of the
Act, all signed minutes will be available electronically within fourteen days of their
signing, to individual members who have registered their interest in receiving minutes
on an electronic basis.
21. ACCOUNTS
21.1 The Board shall cause accounting records to be kept in accordance with the provisions
of the Act.
21.2 The accounting records shall be kept at the registered office of the Association or,
subject to the provisions of the Act, at such other place or places as the Board thinks fit,
and shall always be open to the inspection of the officers of the Association.
21.3 The Board shall from time to time determine whether and to what extent and at what
times and places and under what conditions or regulations the accounts and books of the
Association or any of them shall be open to the inspection of members not being
members of the Board, and no member (not being a member of the Board) shall have
any right of inspecting any account or book or document of the Association except as
conferred by statute or authorised by the Board or by the Association in general meeting.
21.4 The Board shall from time to time in accordance with the provisions of the Act, cause
to be prepared and to be laid before the Association in general meeting such profit and
loss accounts, balance sheets, group accounts (if any) and reports as are referred to in
those provisions.
21.5 A copy of every balance sheet (including every document required by law to be annexed
thereto) which is to be laid before the Association in general meeting, together with a
copy of the auditor’s report and Board’s report, shall not less than fourteen days before
the date of the meeting be made available electronically to every member of the
Association and every person entitled to receive notice of general meetings of the
Association.
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21.6 At intervals not greater than two months the Financial Officer will place before the
Board key performance indicators for the preceding two months. These key performance
indicators will constitute relevant measurement of membership numbers, income
receipts and expenditures and other relevant information as required by and instructed
to the Financial Officer by the Board.
22 RULES or BYE LAWS
22. (a) 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
Association and for the purposes of prescribing the classes of and conditions of
membership, and in particular but without prejudice to the generality of the foregoing,
they shall by such rules or bye-laws regulate:-
(b) The admission and classification of members of the Association, and the rights
and privileges of such members, and the conditions of membership and the terms on
which members may resign or have their membership terminated and the entrance fees,
subscriptions and other fees or payments to be made by members.
(c) The conduct of members of the Association in relation to one another and to
the Association’s servants.
(d) Setting aside of the whole or any part or parts of the Association’s premises at
any particular time or times or for any particular purpose or purposes.
(e) The procedure at general meetings and meetings of the directors and
committees of the Association in so far as such procedure is not regulated by these
presents.
(f) Generally, all such matters as are commonly the subject matter of Company
rules.
(g) The Association has a “disciplinary code of conduct” with which all members
must comply. Failure to comply or a breach of this code will entitle the Association to
exercise sanctions against the member, which in the event of a serious breach may
include expulsion from the Association
(h) The Association in general meeting shall have power to alter or repeal the rules
or bye-laws and to make additions thereto and the directors shall adopt such means as
they deem sufficient to bring to the notice of members of the Association all such rules
or bye-laws, which so long as they shall be in force, shall be binding on all members
of the Association. Provided, nevertheless, that no rule or bye-law shall be inconsistent
with, or shall affect or repeal anything contained in, the Articles of Association of the
Association.