The Companies Act 2006
Company Limited by Guarantee
Articles of Association of
THE LITERARY & PHILOSOPHICAL SOCIETY OF NEWCASTLE UPON TYNE
(as adopted by special resolution on 25 May 2016 and so amended on 23 May 2019)
1.1 In these Articles unless the context requires otherwise:
1.1.1 ‘the Act’ means the Companies Act 2006 including any statutory re-enactment or modification for the time being in force;
1.1.2 ‘Address’ means the postal address or, for the purposes of electronic communication, a fax number, an e-mail address or a text message number in each case registered with the Charity;
1.1.3 ‘Articles’ means these articles of association of the Charity;
1.1.4 ‘the Charity’ means the company intended to be regulated by these Articles;
1.1.5 ‘Circulation Date’ in relation to a written resolution has the meaning given in section 290 of the Act;
1.1.6 ‘Clear Days’ in relation to the period of a notice means the period excluding:
18.104.22.168 the day when the notice is given or deemed to be given; and
22.214.171.124 the day for which it is given or on which it is to take effect;
1.1.7 ‘the Commission’ means the Charity Commission for England and Wales (or its successor);
1.1.8 ‘Connected Person’ in relation to a Director means any person falling within 1 (one) or more of the following categories:
126.96.36.199 any spouse, civil partner, parent, child, sibling, grandparent or grandchild of a Director;
188.8.131.52 the spouse or civil partner of any person in Article 184.108.40.206 above;
220.127.116.11 any person in a relationship with a Director which may reasonably be regarded as equivalent to such a relationship as is referred to in Article 18.104.22.168 or 22.214.171.124 above;
126.96.36.199 any company, partnership, limited liability partnership or firm of which a Director is a paid director, member, partner or employee or a shareholder holding more than 1 (one) per cent of the issued share capital;
(and in relation to a Director Connected has a corresponding meaning);
1.1.9 ‘Document’ includes a summons, notice, order or other legal process and includes, unless otherwise specified, any document sent or supplied in Electronic Form;
1.1.10 ‘the Directors’ means the directors of the Charity. The directors are charity trustees as defined by Section 177 of the Charities Act 2011;
1.1.11 ‘Electronic Form’ and ‘Electronic Means’ have the meanings respectively given to them in Section 1168 of the Act;
1.1.12 ‘Executed’ includes any mode of execution;
1.1.13 ‘Financial Expert’ means an individual, company or firm who or which is authorised to give investment advice under the Financial Services and Markets Act 2000 including any statutory re-enactment or modification of it;
1.1.14 ‘Hard Copy’ and ‘Hard Copy Form’ have the meanings respectively given to them in Section 1168 of the Act;
1.1.15 ‘Member’ means a legal member of the Charity for the purposes of the Act;
1.1.16 ‘Office’ means the registered office of the Charity;
1.1.17 ‘Officers’ includes the Directors and the Secretary;
1.1.18 ‘Public Holiday’ means Christmas Day, Good Friday and any day that is a public holiday or a bank holiday under the Banking and Financial Dealings Act 1971 in England;
1.1.19 ‘the Seal’ means the common seal of the Charity if it has one;
1.1.20 ‘Secretary’ means the company secretary of the Charity (if any);
1.1.21 ‘Subsidiary Company’ means any company in which the Charity holds more than 50 (fifty) per cent of the shares, controls more than 50 (fifty) per cent of the voting rights attached to the shares or has the right to appoint a majority of the board of directors;
1.1.22 ‘the United Kingdom’ means Great Britain and Northern Ireland; and
1.1.23 ‘Writing’ includes 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.
1.2 Words importing one gender shall include all genders, and (unless the context otherwise requires) the singular includes the plural and vice versa.
1.3 Unless the context otherwise requires words or expressions contained in these Articles have the same meaning as in the Act but excluding any statutory modification not in force when these Articles become binding on the Charity.
1.4 Apart from the exclusion mentioned in the previous paragraph a reference to an Act of Parliament includes any statutory modification or re-enactment of it for the time being in force.
1.5 The relevant model articles of association for a company limited by guarantee are hereby expressly excluded.
[1.6 References in these Articles to auditors have no effect in respect of any time when no auditor has been appointed as a consequence of a resolution under section 485(1) or 487(2)(e) of the Act.]
- Name and Location of Registered Office
2.1 The name of the Charity is The Literary & Philosophical Society of Newcastle upon Tyne save that the Charity’s name may be changed by special resolution of the Members in accordance with these Articles.
2.2 The Charity’s Office is to be situated in England.
3.1 The Charity’s objects (‘the Objects’) shall be the advancement of the education of the inhabitants of Newcastle upon Tyne and the surrounding region by promoting the study of language, literature, philosophy, science, history, music and the fine arts by the following means:
3.1.1 by providing and maintaining a library for the use of the said inhabitants;
3.1.2 by providing university extension and other educational lectures and classes for the said inhabitants;
3.1.3 by raising funds by charging subscriptions and making other charges, such funds to be applied exclusively for the purposes of the Charity;
3.1.4 by such other charitable means as the Charity may think fit.
4.1 In addition to any other powers it may have, the Charity has the following powers in order to further the Objects (but not for any other purpose):
4.1.1 to provide information, advice and guidance;
4.1.2 to publish or distribute information including by means of reports, books, leaflets, films, videos, websites and/or any other media;
4.1.3 to raise funds and to invite and receive contributions. In doing so, the Charity must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations;
4.1.4 to buy, take on lease or in exchange, hire or otherwise acquire any property and to alter, improve and maintain it and to equip it for use;
4.1.5 to sell, charge, lease or otherwise dispose of all or any part of the property and buildings belonging to the Charity. In exercising this power, the Charity must comply as appropriate with Part 7 of the Charities Act 2011;
4.1.6 to borrow money and to charge the whole or any part of the property belonging to the Charity as security for repayment of the money borrowed. The Charity must comply as appropriate with Part 7 of the Charities Act 2011 if it wishes to mortgage land;
4.1.7 to acquire, merge, amalgamate, collaborate or co-operate with other charities, voluntary bodies and statutory authorities in furtherance of the Objects or substantially similar charitable purposes and to exchange information and advice with them;
4.1.8 to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects;
4.1.9 to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
4.1.10 to employ and remunerate such staff as are necessary for carrying out the work of the Charity and to make all reasonable provisions for the payment of pensions and superannuation to staff and their dependents. The Charity may employ or remunerate a Director only to the extent it is permitted to do so by Article 5 and provided it complies with the conditions in that Article;
4.1.11 (subject to Section 189 of the Charities Act 2011) to insure the property of the Charity against any foreseeable risk and to take out other insurance policies to protect the Charity and the Directors when required including:
188.8.131.52 the provision of indemnity insurance to cover the liability of the Directors and other Officers:
184.108.40.206.1 which by virtue of any rule of law attaches to them in respect of any negligence, default, breach of trust or breach of duty of which they may be guilty in relation to the Charity;
220.127.116.11.2 to make contributions to the assets of the Charity in accordance with the provisions of Section 214 of the Insolvency Act 1986;
18.104.22.168 any such insurance in the case of Article 22.214.171.124.1 above shall not extend to:
126.96.36.199.1 any liability resulting from conduct which the Directors knew, or must be assumed to have known, was not in the best interests of the Charity, or which the Directors did not care whether it was in the best interests of the Charity or not;
188.8.131.52.2 any liability to pay the costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud or dishonesty or wilful or reckless misconduct of the Directors;
184.108.40.206.3 any liability to pay a fine;
220.127.116.11 any insurance in the case of Article 18.104.22.168.2 above shall not extend to any liability to make such a contribution where the basis of the Director’s liability is his or her knowledge (or reckless failure to acquire such knowledge) prior to the insolvent liquidation of the Charity that there was no reasonable prospect that the Charity would avoid going into insolvent liquidation;
4.1.12 to establish subsidiary companies to assist or act as agents for the Charity;
4.1.13 to subscribe for, take, buy or otherwise acquire, hold and sell shares, stocks, debentures, bonds, obligations or securities issued or guaranteed by any government or authority in any part of the world subject to the Charities Act 2011 and if applicable any investment policy of the Charity;
4.1.14 to take on any membership rights of any organisation, association, corporate entity or institution;
4.1.15 to borrow money and give security for loans subject always to and in accordance with the Trustee Act 2000 and the Charities Act 2011;
4.1.16 to deposit or invest the funds or monies of the Charity not immediately required for its purposes in or upon such investments, securities or property as may be thought fit;
4.1.17 to employ or engage, and to delegate the management of investments, securities and property to, a Financial Expert (provided that:
22.214.171.124 the investment policy is set out in Writing for the Financial Expert by the Directors;
126.96.36.199 timely reports of all transactions are provided to the Directors;
188.8.131.52 the investment policy, the delegation arrangements and the performance of the investments are reviewed regularly and frequently by the Directors;
184.108.40.206 the Directors are entitled to cancel the delegation arrangements at any time;
220.127.116.11 all payments due to the Financial Expert are either on a scale or at a level which is agreed in advance; and
18.104.22.168 the Financial Expert must not do anything which is outside the powers of the Directors).
4.1.18 to arrange for the investments, securities or other property of the Charity to be held in the name of a nominee in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;
4.1.19 to deposit documents or other physical assets with any company or other body registered or having a place of business in England or Wales as custodian and to pay any reasonable fee required;
4.1.20 to do all such other lawful things as are necessary for the furtherance of the Objects.
- Income and Property
5.1 The income and property of the Charity shall be applied solely towards the promotion of the Objects.
5.2 A Director is entitled to be reimbursed from the property of the Charity or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the Charity.
5.3 Subject to the restrictions in sub-clauses 4.11, a Director may benefit from trustee indemnity insurance cover purchased at the Charity’s expense.
5.4 None of the income or property of the Charity may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any Member of the Charity. This does not prevent a Member who is not also a Director or Connected Person receiving:
5.4.1 a benefit from the Charity in the capacity of a beneficiary of the Charity;
5.4.2 reasonable and proper remuneration for any goods or services supplied to the Charity including any services supplied by the Member under a contract of employment with the Charity;
5.4.3 interest on money lent by the Member at a reasonable and proper rate;
5.4.4 reasonable and proper rent or hire fee for premises demised or let or hired out by the Member;
5.5 Nor does it prevent the receipt of fees, remuneration or other benefit in money or money’s worth by any company of which the Member is or may also be a member holding not more than 1 (one) per cent of the issued share capital of that company;
5.6 Unless one of the conditions in Article 5.7 below is satisfied or the payment or benefit is permitted under Article 5.8 below, no Director or Connected Person may:
5.6.1 buy any goods or services from the Charity;
5.6.2 sell goods, services, or any interest in land to the Charity;
5.6.3 be employed by or receive any remuneration from the Charity;
5.6.4 subject to Article 5.2 receive any other financial benefit from the Charity.
5.7 The conditions in this Article 5.7 are that:
5.7.1 the payment or other benefit is permitted by this Article 5 and the Directors follow the procedure and observe the conditions set out in this Article 5; or
5.7.2 the Directors obtain the prior written approval of the Commission and fully comply with any procedures it prescribes.
5.8 A Director (or Connected Person) may receive the following payments or benefits from the Charity:
5.8.1 a benefit from the Charity in the capacity of a beneficiary of the Charity;
5.8.2 being employed by the Charity or entering into a contract for the supply of goods or services to the Charity, other than for acting as a Director;
5.8.3 interest on money lent to the Charity at a reasonable and proper rate;
5.8.4 rent for premises let by the Director to the Charity if the amount of the rent and the other terms of the lease are reasonable and proper;
5.8.5 the buying of items offered for sale by the Charity (whether offered for sale to members or the public);
5.8.6 the renting of temporary meeting rooms from the Charity;
5.8.7 the receipt by a company of which a Director is a member of fees, remuneration or other benefit in money or money’s worth provided that the shares of the company are listed on a recognised stock exchange and the Director holds no more than 1% of the issued capital of that company;
5.8.8 payment under an indemnity from the Charity in accordance with these Articles, and the Charity may pay reasonable and proper premiums in respect of trustee indemnity insurance;
provided that in the case of any benefit conferred upon a Director (or Connected Person) under this Article 5.8 the relevant Director must comply with Article 5.9 below.
5.9 The Charity and its Directors may rely upon the authority provided by Articles 5.6 and 5.6 only if each of the following conditions is satisfied:
5.9.1 the remuneration or other sums paid to the Director do not exceed an amount that is reasonable in all circumstances;
5.9.2 no more than half of the Directors (or Connected Persons) in any financial year have received payment in accordance with Article 5.8.2;
5.9.3 the director is absent from any part of the meeting at which there is a discussion of:
22.214.171.124 his or her employment or remuneration, or any matter concerning the contract; or
126.96.36.199 his or her performance in the employment, or his or her performance of the contract; or
188.8.131.52 any proposal to enter into any other contract or arrangement with him or her to confer any benefit upon him or her that would be permitted under Articles 5.6 and 5.8; or
184.108.40.206 any other matter relating to a payment or the conferring of any benefit permitted by Articles 5.6 and 5.8;
5.9.4 the Director does not vote on any such matter and is not counted when calculating whether a quorum of Directors is present at the meeting;
5.9.5 the other Directors are satisfied that it is in the interests of the Charity to employ or to contract with that Director rather than with someone who is not a Director. In reaching that decision the Directors must balance the advantage of employing a Director against the disadvantages of doing so (especially the loss of the Director’s services as a result of dealing with the Director’s conflict of interest);
5.9.6 the reason for their decision is recorded by the Directors in the minute book;
5.9.7 a majority of the Directors then in office have received no such payments or benefits.
5.10 The employment or remuneration of a Director includes, for the purposes of these Articles, the engagement or remuneration of any firm or company in which the Director is:
5.10.1 a partner;
5.10.2 an employee;
5.10.3 a consultant;
5.10.4 a director;
5.10.5 a shareholder, unless the shares in the company are listed on a recognised stock exchange and the Director holds no more than 1% of the issued capital.
- Members’ liability
6.1 The liability of the Members is limited.
6.2 Every Member promises, if the Charity is dissolved while he or she is a Member or within twelve months after he or she ceases to be a Member, to contribute such sum (not exceeding £1) as may be demanded of him or her towards the payment of the debts and liabilities of the Charity incurred before he or she ceases to be a Member, and of the costs, charges and expenses of winding up, and the adjustment of the rights of the contributories among themselves.
- Net Assets
7.1 The Members of the Charity may at any time before, and in expectation of, its dissolution resolve that any net assets of the Charity after all its debts and liabilities have been paid, or provision has been made for them, shall on or before the dissolution of the Charity be applied or transferred in any of the following ways:
7.1.1 directly for the Objects; or
7.1.2 by transfer to any charity or charities for purposes similar to the Objects; or
7.1.3 to any charity for use for particular purposes that fall within the Objects.
7.2 Subject to any such resolution of the Members of the Charity, the Directors of the Charity may at any time before and in expectation of its dissolution resolve that any net assets of the Charity after all its debts and liabilities have been paid, or provision made for them, shall on dissolution of the Charity be applied or transferred:
7.2.1 directly for the Objects; or
7.2.2 by transfer to any charity or charities for purposes similar to the Objects; or
7.2.3 to any charity or charities for use for particular purposes that fall within the Objects.
7.3 In no circumstances shall the net assets of the Charity be paid to or distributed among the Members of the Charity (except to a Member that is itself a charity) and if no such resolution is passed by the Members or the Directors the net assets of the Charity shall be applied for charitable purposes as directed by the court or the Commission.
8.1 Membership is open to individuals or organisations who:
8.1.1 apply to the Charity in the form required by the Directors;
8.1.2 agree to pay the appropriate annual subscription fee set by the Directors; and
8.1.3 are approved by the Directors.
8.2 The Directors may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of the Charity to refuse the application.
8.3 The Directors must inform the applicant in writing of the reasons for a refusal within 21 days of the decision.
8.4 The Directors must consider any written representations the applicant may make about the decision. The Directors’ decision following any written representations must be notified to the applicant in writing but shall be final. The applicant shall be free to make a further application for membership in accordance with this Article 8.
8.5 Membership is not transferable to anyone else.
8.6 The Directors must keep a register of names and addresses of the Members.
- Classes of membership
9.1 The Directors may establish classes of membership with different rights and obligations and shall record the rights and obligations in the register of Members.
- Termination of membership
10.1 Membership is terminated if:
10.1.1 the Member dies or, if it is an organisation, ceases to exist;
10.1.2 the Member resigns by written notice to the Charity by giving at least 7 (seven) days’ notice unless, after the resignation, there would be less than two Members;
10.1.3 any sum due from the Member to the Charity is not paid in full within three months of it falling due;
10.1.4 the Member is removed from membership by a resolution of the Directors on the grounds that it is in the best interests of the Charity that his or her membership is terminated. A resolution to remove a Member from membership may only be passed if:
10.1.4.1 the Member has been given at least 21 days’ notice in Writing of the meeting of the Directors at which the resolution will be proposed and the reasons why it is to be proposed;
10.1.4.2 the Member or, at the option of the Member, his or her representative (who need not be a Member) has been allowed to make representations to the meeting.
- General meetings
11.1 The Charity shall hold an annual general meeting (Annual General Meeting) each year and not more than 15 months may elapse between successive Annual General Meetings.
11.2 All general meetings other than Annual General Meetings shall be called general meetings.
11.3 The Directors may call a general meeting at any time.
11.4 ….. on the requisition of Members pursuant to the provisions of the Act the Directors shall call a general meeting within 21 (twenty one) days from the date of receipt of the requisition and the general meeting shall be held no later than 28 (twenty eight) days after the date of the notice calling the meeting.
- Notice of general meetings
12.1 A general meeting shall be called by at least 14 Clear Days’ notice but an Annual General Meeting shall be called by at least 21 (twenty-one) Clear Days’ notice. A general meeting or Annual General meeting may be called by shorter notice if it is agreed by a majority in number of Members having a right to attend and vote at the meeting who together hold not less than 90 (ninety) per cent of the total voting rights at the meeting of all the Members.
12.2 The notice must specify the date time and place of the meeting and the general nature of the business to be transacted. If a special resolution is to be proposed, the notice must include the text of the proposed resolution and specify that it is proposed as a special resolution. The notice must also contain a statement setting out the right of Members to appoint a proxy under Section 324 of the Act.
12.3 The notice shall be given to all the Members and to the Directors and auditors.
12.4 The proceedings at a meeting shall not be invalidated because a person who was entitled to receive notice of the meeting did not receive it because of an accidental omission by the Charity.
- Proceedings at general meetings
13.1 The business of the Annual General Meeting shall be as determined by the Directors and as notified to the Members in accordance with Article 12.
13.2 No business shall be transacted at any general meeting unless a quorum is present.
13.3 Unless otherwise determined by ordinary resolution a quorum is 40 members or one tenth of the membership entitled to vote upon the business to be conducted at the meeting, whichever is the least.
13.4 The authorised representative of a member organisation shall be counted in the quorum.
13.5.1 a quorum is not present within half an hour from the time appointed for the meeting; or
13.5.2 during a meeting a quorum ceases to be present, the meeting shall be adjourned to such time and place as the Directors may determine.
13.6 The Directors must reconvene the meeting and must give at least 7 clear days’ notice of the reconvened meeting stating the date, time and place of the meeting.
13.7 If no quorum is present at the reconvened meeting within fifteen minutes of the time specified for the start of the meeting the members present at that time subject to a minimum of 20 or one tenth of the membership whichever is least shall constitute the quorum for that meeting.
13.8 General meetings shall be chaired by the person who has been appointed to chair meetings of the Directors, if present and willing to do so.
13.8.1 If there is no such person or he or she is not present within fifteen minutes of the time appointed for holding the meeting a Director nominated by the Directors shall chair the meeting.
13.8.2 If there is only one Director present and willing to act, he or she shall chair the meeting.
13.8.3 If no Director is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the Members present and entitled to vote must choose one of their number to chair the meeting.
13.9 The chair of the meeting may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting.
13.10 The person who is chairing the meeting must decide the date time and place at which the meeting is to be reconvened.
13.11 No business shall be conducted at a reconvened meeting unless it could properly have been conducted at the meeting had adjournment not taken place.
13.12 If a meeting is adjourned for 14 days or more, at least seven Clear Days’ notice shall be given of the reconvened meeting stating the date time and place of the meeting otherwise it shall not be necessary to give any such notice.
13.13 The Directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it, (whether directly or by telephone communication or by video conference, an internet video facility or similar electronic method allowing visual and/or audio participation) and in particular that each is able to speak to each of the others and be heard by each of the others, and that each person’s vote can be taken into account at the same time as the votes of all the other persons attending the meeting in determining whether or not resolutions are passed.
13.14 Any vote at a meeting shall be decided by a show of hands unless before, or on the declaration of the result of, the show of hands a poll is demanded (subject to provisions of the Act):
13.14.1 by the person chairing the meeting; or
13.14.2 by at least two Members having the right to vote at the meeting; or
13.14.3 by a Member representing not less than one-tenth of the total voting rights of all the Members having the right to vote at the meeting.
13.15 The declaration by the person who is chairing the meeting of the result of a vote shall be conclusive unless a poll is demanded.
13.16 The result of the vote must be recorded in the minutes of the Charity but the number or proportion of votes cast need not be recorded.
13.17 A demand for a poll may be withdrawn, before the poll is taken, but only with the consent of the person who is chairing the meeting.
13.18 If the demand for a poll is withdrawn the demand shall not invalidate the result of a show of hands declared before the demand was made.
13.19 A poll must be taken as the person who is chairing the meeting directs who may appoint scrutineers (who need not be Members) and who may fix a time and place for declaring the results of the poll.
13.20 The result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.
13.21 A poll demanded on the election of a person to chair a meeting or on a question of adjournment must be taken immediately.
13.22 A poll demanded on any other question must be taken either immediately or at such time and place as the person who is chairing the meeting directs.
13.23 The poll must be taken within thirty days after it has been demanded.
13.24 If the poll is not taken immediately at least seven Clear Days’ notice shall be given specifying the time and place at which the poll is to be taken.
13.25 If a poll is demanded the meeting may continue to deal with any other business that may be conducted at the meeting.
13.26 If there is an equality of votes, whether on a show of hands or on a poll, the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have.
- Votes of members
14.1 Subject to Articles 9 and 13.26 and the next paragraph, every Member with voting rights, whether an individual or an organisation, shall have one vote, whether in person or by proxy.
14.2 No Member shall be entitled to vote at any general meeting or at any adjourned meeting if he or she owes any money to the Charity.
14.3 Any objection to the qualification of any voter must be raised at the meeting at which the vote objected to is tendered and the decision of the person who is chairing the meeting shall be final.
14.4 Any organisation that is a member of the Charity may nominate any person to act as its representative at any meeting of the Charity.
14.5 The organisation must give written notice to the Charity of the name of its representative. The nominee shall not be entitled to represent the organisation at any meeting unless the notice has been received by the Charity. The nominee may continue to represent the organisation until written notice to the contrary is received by the Charity.
14.6 Any notice given to the Charity will be conclusive evidence that the nominee is entitled to represent the organisation or that his or her authority has been revoked. The Charity shall not be required to consider whether the nominee has been properly appointed by the organisation.
- Amendments to Resolutions
15.1 An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if:
15.1.1 notice of the proposed amendment is given to the Charity in Writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chair of the meeting may determine); and
15.1.2 the proposed amendment does not, in the reasonable opinion of the chair of the meeting, materially alter the scope of the resolution.
15.2 A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if:
15.2.1 the chair of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed; and
15.2.2 the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
15.3 If the chair of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chair’s error does not invalidate the vote on that resolution.
- Written Resolutions
16.1 Subject to the provisions of this Article 16 and the Act, a written resolution agreed by:
16.1.1 in the case of an ordinary resolution Members representing more than 50 (fifty) per cent; or
16.1.2 in the case of a special resolution Members representing not less than 75 (seventy five) per cent;
of the total voting rights of eligible Members shall be as effective as if passed at a duly convened general meeting. For the purposes of this Article 16 the eligible members are the Members who would have been entitled to vote on the written resolution on the Circulation Date of the resolution.
16.2 Subject to Article 14.2 above, on a written resolution each Member shall have one vote.
16.3 A written resolution is not a special resolution unless it stated that it was proposed as a special resolution.
16.4 A Members’ resolution under the Act removing a Director or auditor before the expiry of his or her term of office may not be passed as a written resolution.
16.5 A copy of the proposed written resolution must be sent to every eligible Member together with a statement informing the member how to signify his or her agreement and the date by which the resolution must be passed if it is not to lapse.
16.6 The required majority of eligible Members must signify their agreement to the written resolution within the period of 28 (twenty eight) days beginning with the Circulation Date.
16.7 Communications in relation to written ….. [resolutions] must also be sent to the Charity’s auditor in accordance with the Act.
17.1 A Director must be a natural person aged 18 years or older.
17.2 No one may be appointed a Director if he or she would be disqualified from acting under the provisions of Article 19.
17.3 The number of Directors shall be not less than three and (unless otherwise determined by ordinary resolution) shall be subject to a maximum of 15 (fifteen) made up of:
17.3.1 up to 12 (twelve) Directors appointed pursuant to Article 20.1 [or 20.1A]; and
17.3.2 up to 3 (three) Directors appointed pursuant to Article 20.2.
17.4 A Director may not appoint an alternate director or anyone to act on his or her behalf at meetings of the Directors.
- Powers of Directors
18.1 The Directors shall manage the business of the Charity and may exercise all the powers of the Charity unless they are subject to any restrictions imposed by the Act, these Articles or any special resolution.
18.2 No alteration of these Articles or any special resolution shall have retrospective effect to invalidate any prior act of the Directors.
18.3 Any meeting of Directors at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Directors.
19.1 At each Annual General Meeting one third of the Directors or, if their number is not 3 (three) or a multiple of 3 (three), the nearest to one third must retire from office. If there is only 1 (one) Director he or she must retire.
19.2 The Directors to retire by rotation shall be those who have been longest in office since their last appointment. If any Directors became or were appointed Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.
19.3 If a Director is required to retire at an Annual General Meeting by a provision of these articles the retirement shall take effect upon the conclusion of the meeting.
19.4 ….. [Directors appointed under Article 20.1 or 20.2 shall serve for a term of three years.
19.5 Directors appointed under Article 20.1A shall serve until the conclusion of the Annual General Meeting in the third year after that in which they are appointed.
19.6 Directors are eligible for re-appointment (whether under the same or a different procedure), but may not serve longer than 9 (nine) years continuous service or, if that continuous service would expire less than one calendar month before or after an Annual General Meeting, until the conclusion of that meeting.]
- Appointment of Directors
20.1 The Members may by ordinary resolution other than one passed at an Annual General Meeting appoint a person who is willing to act to be a Director.
[20.1A Up to 12 (twelve) Directors (or such other number as may be determined under Article 17.3) may be appointed in accordance with the following procedure:
(a) the Directors decide a date for the next Annual General Meeting (“the AGM date”) which will enable all the provisions of this procedure to be complied with;
(b) not less than 41 (forty-one) Clear Days before the AGM date, the Directors publish a notice–
(i) inviting Members to propose themselves for appointment as Directors,
(ii) specifying the date 29 (twenty-nine) Clear Days before the AGM date as the date by which notice of a Member’s proposal must be received at the Charity’s registered office in either electronic or hard copy form,
(iii) setting out the postal address of the Charity’s registered office,
(iv) specifying the email address to which notice in electronic form must be sent,
(v) requiring the proposal to be accompanied by a statement that the Member is not disqualified from acting as a trustee or director, and a statement (“candidacy statement”) in a form to be determined from time to time by the Directors designed to elicit the Member’s potential contribution to governance of the Charity;
(c) if, at any time after the date specified under paragraph (b)(ii), the number of Members proposing themselves for appointment as Directors does not exceed the number of vacancies on the board of Directors expected at the conclusion of the forthcoming Annual General Meeting as a result of Directors appointed either under this Article or on or before 23 May 2019 having ceased to hold office (whether at that time or earlier), the appointment of those Members as Directors takes effect at the conclusion of that meeting;
(d) if immediately after the date specified under paragraph (b)(ii) the number of Members proposing themselves for appointment as Directors (“candidates”) exceeds the number of vacancies on the board of Directors expected as provided in paragraph (c), the Directors make arrangements for–
(i) the sending, at least 21 (twenty-one) Clear Days before the forthcoming Annual General Meeting, to every Member entitled to vote at the Meeting (“elector”) of a copy of each of the candidacy statements and a ballot paper complying with subparagraph (ii), and
(ii) the holding of an election in accordance with the following requirements:
- the conduct of the election must be entrusted by the Directors to a Member (“the returning officer”) who is not Director or a candidate or a member of a Director’s or candidate’s family (and section 253 of the Act applies for this purpose as if a candidate were a Director);
- each elector has the same number of votes as there are vacancies and may cast some or all of them;
- votes must be cast by means of the ballot papers sent to electors;
- where votes are cast by means of a ballot paper in hard copy form (whether sent to the elector in hard copy or printed from a form sent to the elector electronically), it must be signed by the elector;
- votes may be cast by means of ballot papers in electronic form only if the Directors (other than any Director who is a candidate) decide that such a means is at least as secure as signed hard copy;
- votes may be cast at any time before the start of the Annual General Meeting: and for that purpose, the returning officer must be present to receive ballot papers for at least 30 (thirty) minutes in, or immediately adjacent to, the place where the Meeting is to take place;
- the successful candidates are those, up to the number required to fill the vacancies, who receive the largest number of votes;
- if two or more candidates receive the same number of votes, the successful candidate must be determined by lot unless they agree between themselves who it is to be;
(e) the appointment of the successful candidates as Directors takes effect at the conclusion of the Meeting.
20.2 Up to 3 (three) Directors [(or such other number as may be determined under Article 17.3)] may be appointed by a decision of the Directors.
[20.2A The appointment under Article 20.1 or 20.2 of a Director who subsequently proposes the appointment of himself or herself under Article 20.1A will cease at the conclusion of the forthcoming Annual General Meeting whether or not she or he is then appointed under Article 20.1A.]
20.3 No person may be appointed as a Director:
20.3.1 unless he or she is a Member and was a Member ….. [for at least the seven days immediately before the date on which notice is given for the relevant general meeting or Annual General Meeting under Article 12.1 and 12.3, or a copy of the relevant proposed written resolution is sent to every eligible member under Article 16.5, or the Directors make the relevant decision under Article 20.2, as the case may be];
20.3.4 if a Director would have been disqualified from acting under the provisions of Article 21 below; or
20.3.5 if his or her appointment would result in the number of Directors exceeding the maximum set by or in accordance with these Articles.
- Disqualification and removal of Directors
21.1 A Director shall cease to hold office if he or she:
21.1.1 ceases to be a Director by virtue of any provision in the Act or the Insolvency Act 1986 or is prohibited by law from being a director;
21.1.2 is disqualified from acting as a trustee by virtue of Section 178 of the Charities Act 2011;
21.1.3 ceases to be a Member of the Charity;
21.1.4 in the reasonable opinion of the Directors, becomes incapable by reason of mental disorder, illness or injury of managing and administering his own affairs and the Directors resolve to remove him or her from office;
21.1.5 resigns as a Director by notice to the Charity (but only if at least three Directors will remain in office when the notice of resignation is to take effect);
21.1.6 is absent without the permission of the Directors from all their meetings held within a period of six consecutive months and the Directors resolve that his or her office be vacated;
21.1.7 he or she is deemed by HM Revenue & Customs not to be a fit and proper person to be a manager of a charity;
21.1.8 a bankruptcy order, or an order in individual insolvency proceedings in a jurisdiction other than England and Wales which has an effect similar to that of bankruptcy, is made against him or her;
21.1.9 he or she makes a composition with his or her creditors generally in satisfaction of his or her debts;
21.1.10 he or she retires from office in accordance with these Articles and is not re-elected or reappointed; or
21.1.11 he or she is removed from office in accordance with Section 168 of the Act.
- Proceedings of Directors
22.1 The Directors may regulate their proceedings as they think fit, subject to the provisions of these Articles.
22.2 Any Director may call a meeting of the Directors.
22.3 The Secretary (if any) must call a meeting of the Directors if requested to do so by a Director.
22.4 Questions arising at a meeting shall be decided by a majority of votes.
22.5 In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.
22.6 The Directors shall hold at least three meetings of the Directors each calendar year.
22.7 No decision may be made by a meeting of the Directors unless a quorum is present at the time the decision is purported to be made.
22.8 The quorum shall be two or the number nearest to one third of total number of Directors, whichever is the greater, or such larger number as may be decided from time to time by the Directors.
22.9 A Director shall not be counted in the quorum present when any decision is made about a matter upon which that Director is not entitled to vote.
22.10 If the number of Directors is less than the number fixed as the quorum, the continuing Directors may act only for the purpose of filling vacancies or of calling a general meeting.
22.11 The Directors shall appoint a Director to chair their meetings and may at any time revoke such appointment.
22.12 If no one has been appointed to chair meetings of the Directors or if the person appointed is unwilling to preside or is not present within ten minutes after the time appointed for meeting, the Directors present may appoint one of their number to chair that meeting.
22.13 The person appointed to chair meetings of the Directors shall have no functions or powers except those conferred by these Articles or delegated to him or her by the Directors.
22.14 A resolution in writing signed by all the Directors entitled to receive notice of a meeting of Directors and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the Directors duly convened and held.
22.15 The resolution in writing may comprise several documents containing the text of the resolution in like form each signed by one or more Directors.
22.16 A meeting of the Directors at which business is to be transacted may consist of a conference between Directors who are not all in the same place, but each of whom is able (whether directly or by telephone communication or by video conference, an internet video facility or similar electronic method allowing simultaneous visual and/or audio participation) to speak to each of the others and be heard by each of the others.
23.1 The Directors may delegate any of their powers or functions to a committee of two or more Directors.
23.2 The Directors may impose conditions when delegating, including the conditions that:
23.2.1 the relevant powers are to be exercised exclusively by the committee to whom they delegate;
23.2.2 no expenditure may be incurred by or on behalf of the Charity except in accordance with a budget previously agreed with the Directors.
23.3 The terms and conditions of any delegation must be recorded in the minute book.
23.4 The Directors may revoke or alter a delegation.
23.5 All acts and proceedings of any committees must be fully and promptly reported to the Directors.
23.6 A resolution in writing signed by all the Directors entitled to receive notice of a meeting of a committee of Directors and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the committee duly convened and held.
23.7 Subject to Article 23.8, all acts done by a meeting of Directors, or of a committee of Directors, shall be valid notwithstanding the participation in any vote of a Director:
23.7.1 who was disqualified from holding office;
23.7.2 who had previously retired or who had been obliged by the constitution to vacate office;
23.7.3 who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;
if without the vote of that Director and that Director being counted in the quorum, the decision has been made by a majority of the Directors at a quorate meeting.
23.8 Article 23.7 does not permit a Director to keep any benefit that may be conferred upon him or her by a resolution of the Directors or of a committee of Directors if, but for Article 23.7, the resolution would have been void, or if the Director has not complied with Article 24.1.
- Conflicts of Interest
24.1 Unless Article 24.2 below applies, a Director must declare the nature and the extent of:
24.1.1 any direct or indirect interest which he or she (or a Connected Person) has in a proposed or existing transaction or arrangement with the Charity or any Subsidiary Company; and
24.1.2 any duty owed to a third party or any direct or indirect interest which he or she (or a Connected Person) has which conflicts or possibly may conflict with his or her duties to the Charity or the interests of the Charity.
24.2 There is no need to declare any interest or duty:
24.2.1 of which the other Directors are, or ought reasonably to be, already aware; or
24.2.2 of which the Director is not aware (but for this purpose a Director is treated as being aware of matters of which he or she ought reasonably to be aware).
24.3 If the interest or duty of the Director (or the Connected Person) cannot reasonably be regarded as likely to give rise to a conflict of interests or duties with, or in respect of, the Charity, the Director is entitled to participate in any decision-making process, to be counted in the quorum and to vote under the normal procedures (but he or she may excuse himself or herself from any such participation). Any uncertainty about whether a Director’s interest or duty is reasonably likely to give rise to a conflict of interests or duties with, or in respect of, the Charity shall be determined by the other Directors acting reasonably and in good faith.
24.4 Unless Article 24.5 below applies, whenever a Director (or a Connected Person) has an interest or duty which conflicts (or may reasonably be regarded as likely to give rise to a conflict of interests or duties) with, or in respect of, the Charity, the relevant Director must:
24.4.1 withdraw from that part of the meeting unless expressly invited to remain but only for the purposes of providing information to the meeting;
24.4.2 not be counted in the quorum for that part of the meeting; and
24.4.3 withdraw during the vote and have no vote on the matter.
24.5 The provisions of Articles 24.4.1 to 24.4.3 above shall not apply in relation to any discussion or decision in relation to the following payments or other benefits:
24.5.1 any benefit received by a Director or a Connected Person in his or her capacity as a beneficiary of the Charity under Article 5 above and which is generally available to the beneficiaries of the Charity;
24.5.2 reimbursement of a Director’s expenses permitted under Article 24.5 above;
24.5.3 payment to a Director or other Officer of an indemnity permitted under Article 5 above;
24.5.4 the purchase of any premium in respect of Director indemnity insurance permitted under Article 5 above; or unless in the circumstances the other Directors decide to the contrary.
- Authorising Conflicts of Interest
25.1 The Directors may, in accordance with the requirements set out in this Article 25, authorise any matter proposed to them by any Director which would, if not authorised, involve a Director breaching his or her duty under Section 175 of the Act to avoid a conflict of interests. For the avoidance of doubt nothing in this Article 25 shall permit or authorise the conferral of any payment or other benefit from the Charity not expressly permitted under Article 24 above.
25.2 Any authorisation under this Article 25 shall be effective only if:
25.2.1 the matter is proposed to the Directors in accordance with these Articles or as otherwise agreed by the Directors;
25.2.2 the Directors comply with the procedure set out at Article 24 above;
25.2.3 the unconflicted Directors consider it in the interests of the Charity to authorise the conflict of interests in the circumstances;
25.2.4 any requirement as to the quorum at the meeting of the Directors at which the matter is considered is met without counting the Director in question; and
25.2.5 the matter was agreed to without his voting or would have been agreed to if his or her vote had not been counted.
25.3 Any authorisation of a matter under this Article 25 may:
25.3.1 extend to any actual or potential conflict of interests which may reasonably be expected to arise out of the matter so authorised;
25.3.2 be subject to such terms and for such duration or to such limits or conditions as the Directors may determine; and
25.3.3 be terminated or varied by the Directors at any time (but this will not affect anything done by the Director in accordance with the terms of authorisation prior to such termination or variation).
25.4 In authorising a conflict of interests under this Article 25, the Directors may decide (whether at the time of giving the authority or subsequently) that, if the relevant Director has obtained any information through his or her involvement in the conflict of interests otherwise than as a Director of the Charity and in respect of which he or she owes a duty of confidentiality to another person, the relevant Director shall be under no obligation to:
25.4.1 disclose such information to the Directors or to any Director, Officer or employee of the Charity; or
25.4.2 use or apply such information in performing his or her duties as a Director;
where, to do so, would amount to a breach of that duty of confidentiality.
25.5 Where the Directors authorise a conflict of interests under this Article 25, they may provide without limitation (whether at the time of giving the authority or subsequently) that the relevant Director:
25.5.1 is excluded from discussions (whether at meetings of the Directors or otherwise) related to the conflict of interests;
25.5.2 is not given any document or other information relating to the conflict of interests; and
25.5.3 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 such conflict.
25.6 Where the Directors authorise a conflict of interests under this Article 25, the relevant Director:
25.6.1 must conduct himself or herself in accordance with any terms imposed by the Directors in relation to the conflict of interests; and
25.6.2 must, notwithstanding such authorisation, comply at all times with his or her overriding obligation not to infringe any duty he or she owes to the Charity by virtue of Sections 171 to 177 of the Act.
25.7 A Director is not required, by reason of being a Director (or because of the fiduciary relationship established by being a Director) of the Charity to account to the Charity for any remuneration, profit or other benefit which he or she derives from or in connection with a relationship involving a conflict of interests which has been authorised by the Directors or by the Charity in general meeting (subject in each case to any terms, durations, limits or conditions attaching to that authorisation) and no contract shall be avoided by the Charity on such grounds.
25.8 Where there is a sole Director of the Charity, the Members of the Charity may, subject to the provisions of the Act, authorise by ordinary resolution any matter proposed to them by the sole Director which would, if not so authorised, involve the sole Director breaching his or her duty under Section 175 of the Act to avoid conflicts of interest. Any authorisation of a matter under this Article 25.8 may (whether at the time of giving the authority or subsequently):
25.8.1 extend to any actual or potential conflict of interests which may reasonably be expected to arise out of the matter so authorised;
25.8.2 be subject to such terms and for such duration or to such limits or conditions as the Directors may determine; and
25.8.3 be terminated or varied by the Directors at any time (but this will not affect anything done by the Director in accordance with the terms of authorisation prior to such termination or variation).
26.1 The Directors may (but are not obliged to) appoint a Secretary 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. If there is no Secretary:
26.1.1 anything authorised or required to be given or sent to, or served on, the Charity by being sent to the Secretary may be given or sent to, or served on, the Charity itself, and if addressed to the Secretary shall be treated as addressed to the Charity; and
26.1.2 anything else authorised or required to be done by or to the Secretary may be done by or to a Director or a third person authorised generally or specially in the behalf by the Directors.
- The Seal
27.1 If the Charity has a seal it must only be used by the authority of the Directors or of a committee of Directors authorised by the Directors to use it. 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.
28.1 The Directors must keep minutes of all:
28.1.1 appointments of officers made by the Directors;
28.1.2 proceedings at meetings of the Charity;
28.1.3 meetings of the Directors and committees of Directors including:
220.127.116.11 the names of the Directors present at the meeting;
18.104.22.168 the decisions made at the meetings; and
22.214.171.124 where appropriate the reasons for the decisions.
29.1 The Directors must prepare for each financial year accounts as required by the Act and the Charities Act 2011. The accounts must be prepared to show a true and fair view and follow accounting standards issued or adopted by the Accounting Standards Board or its successors and adhere to the recommendations of applicable Statements of Recommended Practice.
29.2 The Directors must keep accounting records as required by the Act and the Charities Act 2011.
- Annual report and return and register of charities
30.1 The Directors must comply with the requirements of the Charities Act 2011 with regard to:
30.1.1 the transmission of the statements of account to the Charity;
30.1.2 the preparation of an annual report and its transmission to the Commission;
30.1.3 the preparation of an annual return and its transmission to the Commission.
30.2 The Directors must notify the Commission promptly of any changes to the Charity’s entry on the Central Register of Charities.
- Communications by the Charity
31.1 Subject to these Articles and the Act, any Document or information (including any notice, report or accounts) sent or supplied by the Charity under these Articles or the Act may be sent or supplied in any way in which the Act provides for Documents or information which are authorised or required by any provision of the Act to be sent or supplied by the Charity, including:
31.1.1 in Hard Copy Form;
31.1.2 in Electronic Form; or
31.1.3 by making it available on a website.
31.2 A Document or information may only be sent or supplied in Electronic Form or by making it available on a website if the recipient has agreed that it may be sent or supplied in that form or manner or is deemed to have so agreed under the Act (and has not revoked that agreement).
31.3 Subject to these Articles, any notice or Document to be sent or supplied to a Director in connection with the taking of decisions by Directors may also be sent or supplied by the means which that Director has asked to be sent or supplied with such notices or Documents for the time being.
31.4 A Member present in person or by proxy at a meeting of the Charity shall be deemed to have received notice of the meeting and the purposes for which it was called. Where any Document or information is sent or supplied by the Charity to the Members:
31.4.1 where it is sent by post it is deemed to have been received 48 (forty eight) hours (excluding Saturdays, Sundays and Public Holidays) after it was posted;
31.4.2 where it is sent or supplied by Electronic Means, it is deemed to have been received on the same day that it was sent;
31.4.3 where it is sent or supplied by means of a website, it is deemed to have been received when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website.
31.5 Proof that an envelope containing a Document, a notice or information was properly addressed, prepaid and posted shall be conclusive evidence that such Document, notice or information was sent. Proof that a Document, a notice or information was properly addressed and sent or supplied by Electronic Means shall be conclusive evidence that such Document, notice or information was sent or supplied.
31.6 Subject to the Act, a Director or any other person (other than in his or her capacity as a Member) may agree with the Charity that notices or Documents sent to that person in a particular way are deemed to have been received within a specified time, and for the specified time to be less than 48 (forty eight) hours.
31.7 Copies of the Charity’s annual accounts and reports need not be sent to a person for whom the Charity does not have a current address. Notices of general meetings need not be sent to a Member who does not register an address with the Charity or who registers only a postal address outside the United Kingdom, or to a Member for whom the Charity does not have a current address.
32.1 The Charity shall indemnify every Director or other officer or auditor of the Charity against any liability incurred by him or her in that capacity (but only to the extent permitted by these Articles and the Act).
33.1 The Directors may from time to time make such reasonable and proper rules or bye laws as they may deem necessary or expedient for the proper conduct and management of the Charity.
33.2 The bye laws may regulate the following matters but are not restricted to them:
33.2.1 the admission of members of the Charity (including the admission of organisations to membership), the rights and privileges of members and the entrance fees, subscriptions and other fees or payments to be made by members and other persons;
33.2.2 the conduct of members of the Charity in relation to one another, and to the Charity’s employees and volunteers;
33.2.3 the setting aside of the whole or any part or parts of the Charity’s premises at any particular time or times or for any particular purpose or purposes;
33.2.4 the procedure at general meetings and meetings of the Directors in so far as such procedure is not regulated by the Act or by these Articles;
33.2.5 generally, all such matters as are commonly the subject matter of company rules.
33.3 No rule or bye law shall be inconsistent with, or shall affect or repeal anything contained in, these Articles.
33.4 The Directors must adopt such means as they think sufficient to bring the rules and bye laws to the notice of members of the Charity.
33.5 The rules and/or bye laws shall be binding on all members of the Charity.