THE COMPANIES ACTS 1948 - 1981 & 1985 and CHARITIES ACTS 1992-93
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION OF
[INSERT NAME OF ORGANISATION] LIMITED
1. The name of the company is “[INSERT NAME OF ORGANISATION] LIMITED” (hereinafter called “the Trust”).
2. The registered office of the Trust will be situated in England.
1. The Company is established for
(a) The preservation and conservation for the public benefit of theatres and cinemas of historical and architectural interest.
(b) The advancement of education of the public in the field of drama, music, cinema, dance and the visual arts.
(c) The relief of disabled handicapped people.
(d) To provide financial or other assistance to people who are poor,
(e) help unemployed people find employment
(f) provide education, training and re-training opportunities and work experience, especially for unemployed people
(g) provide financial or technical assistance or advice to new businesses or existing businesses where it would lead to training and employment opportunities for unemployed people
(h) provide land and buildings on favourable terms to businesses in order to create training and employment opportunities for unemployed people
(i) provide, maintain and improve roads and accessibility to main transport routes
(j) provide, maintain and improve recreational facilities
(k) preserve buildings in the area which are of historical or architectural importance
(l) provide public amenities
In furtherance of the said objects, but not further or otherwise, the Company shall have power:
To promote for the public benefit of urban or rural regeneration in areas of social and economic deprivation (and in particular [specify area] by all or any of the following means:
(i) the relief of poverty in such ways as may be thought fit
(ii) the relief of unemployment in such ways as may be thought fit, including assistance to find employment
(iii) the advancement of education, training or retraining, particularly among unemployed people, and providing unemployed people with work experience
(iv) the provision of financial assistance, technical assistance, or business advice or consultancy in order to provide training and employment opportunities for unemployed people in cases of financial or other charitable need through help:
• In setting up their own business, or • To existing businesses
(v) the creation of training and employment opportunities by the provision of workspace, buildings and / or land for use on favourable terms
(vi) the provision of housing for those who are in conditions of need and the improvement of housing in the public sector or in charitable ownership provided that such power shall not extend to relieving any local authorities or other bodies of a statutory duty to provide or improve housing
(vii) the maintenance, improvement or provision of public amenities
(viii) the preservation of buildings or sites of historical architectural importance
(ix) the provision or assistance in the provision of recreational facilities for the public at large and / or those who, by reasons of their youth, age, infirmity or disablement, poverty or social and economic circumstances, have need of such facilities
(x) the protection or conservation of the environment
(xi) the provision of public health facilities and childcare
(xii) the promotion of public safety and prevention of crime; and
(xiii) such other means as may from time to time be determined subject to the prior consent of the Charity Commissioners for England and Wales
(xiv) To present, promote, organise, provide, manage and produce such plays, dramas, comedies, films, musical pieces, concerts, ballets entertainments and exhibitions whether on any premises of the company or elsewhere as are necessary to the promotion maintenance improvement and advancement or the encouragement of the Arts
(xv) To purchase, acquire and obtain interests in the copyright of or the right to perform or show any opera, play, mime, comedy, drama, film, stage piece or musical
(xvi) To purchase, take on lease, or in exchange, hire or otherwise acquire real or personal property and rights or privileges, and to construct, maintain and alter buildings or erections
(xvii) To sell, let or mortgage, dispose of or turn to account all or any of the property or assets of the Trust
(xviii) To prepare, print, produce, publish, or otherwise circulate, reports, surveys, books, articles, brochures, pamphlets, films, programmes for radio, television and all communications media as the Trust may think fit
(xix) To present, produce, promote, organise, manage and conduct any meetings, lectures, classes, debates, conferences, libraries, demonstrations or exhibitions, and charge such fees and prices as the Trust may think fit
(xx) To purchase or otherwise acquire plant and machinery including computer hardware and software, furniture, fixtures, fittings and all other effects of every description and to apply for registration of any patent rights, copyrights, licences and the like
(xxi) To borrow or raise money for the objects of the Trust on such terms, and on such security as may be thought fit with such consents as are by law required
(xxii) To take and accept any gift of money, property or other assets whether subject to any special trust or not for any one or more of the objects of the Trust
(xxiii) To issue appeals hold public meetings and take such other steps as may be required for the purpose of procuring contributions to the funds of the Trust in the shape of donations subscriptions or otherwise
(xxiv) To draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments and to operate bank accounts
(xxv) To co-operate with existing statutory services and maintain contact with the Local Authority and other relevant Local Authority Departments/Committees
(xxvi) To invest moneys of the Trust not immediately required for it’s purposes in or upon such investments, securities or property as may be thought fit subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law
(xxvii) To make any donations in cash or assets or establish or support or aid in the establishment or support of and to lend money (with or without security) to or for any charitable associations or institutions
(xxviii) To undertake and execute charitable trusts
(xxix) To engage and pay any person or persons whether on a full time or part time basis or whether as consultant or employee to supervise organise carry on the work of and advise the Trust and subject to the provisions of Clause 4 hereof, to make any reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees or former employees and their wives, husbands and other dependants
(xxx) To amalgamate with any companies institutions societies or associations which shall be charitable by law and have objects altogether or mainly similar to those of the Trust; prohibit payment of any dividend or profit to and the distribution of any of their assets amongst their members at least to the same extent as such payments or distributions are prohibited in the case of members of the Trust by this Memorandum of Association
(xxxi) To pay out funds of the Trust the cost charges and expenses of and incidental to the formation and re-registration of the Trust.
(xxxii) To affiliate and/or become members of any appropriate organisation and/professional body
(xxxiii) To support other charitable organisations in the [Insert name of Local Authority]
(xxxiv) To do all such other lawful and charitable things as are necessary for the attainment of the objects of the Trust or any of them.
Provided that:
I. In case the Trust shall take or hold any property which may be subject to any trusts, the Trust shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.
II. The Trust’s objects shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers.
III. In case the Trust shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Trust shall not sell, mortgage, charge or lease the same without the same such authority approval or consent as may be required by law, and as regards any such property the directors of the Trust shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects, and defaults, and for the due administration of such property in the same manner and to the same extent as they would as such directors have been in no incorporation had been effected, and the incorporation of the Trust shall not diminish or impair any control or authority exercisable by the Chancery Division or the Charity Commissioners over such the directors but they shall as regards any such property be subject jointly and separately to such control or authority as if the Trust were not incorporated.
IV. The income and property of the Trust shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to members of the Trust and no director of the Trust should be appointed to any office of the Trust paid by salary or fees, or receive any remuneration or other benefit in money or money’s worth from the Trust, except as herein before provided.
Provided that nothing herein shall prevent any payment in good faith by the Trust:
1) Of reasonable and proper remuneration to any member, officer or servant of the Trust for any services rendered to the Trust and of reasonable travelling expenses necessarily incurred in carrying out the duties of any director, member, officer or servant of the Trust, provided that (a) no person shall be entitled to vote on a resolution nor attend any meeting concerning his/her own appointment to an office of the Trust or any payment made or to be made to him/her by the Trust and (b) notwithstanding anything contained in the Articles of Association of the Trust no resolution relating to payments to any Members or Director or the Trust shall be effective unless it is passed at a meeting at which there are present a quorum which comprises not less than one third of the multiple of three next above those entitled to attend the meeting and a majority of persons who are not remunerated for services being rendered to the Trust.
2) Of reasonable and proper remuneration to a managing director and/or company secretary and/or administrator who may be appointed to administer the Trust.
3) Of interest on money lent by a member of the Trust or any director at a rate per annum not exceeding 2% less than the base lending rate of a clearing bank to be selected by the Council of Management or Governing Body.
4) To any director of reasonable out of pocket expenses.
5) Of fees, remuneration or other benefit in money or money’s worth to any Company of which a member of the Trust or a director may also be a member holding not more than one hundredth part of the capital of such Company.
6) Of reasonable and proper rent for premises demised or let by any member of the Trust or any Director.
7) The liability of the members is limited.
8) Every member of the Trust undertakes to contribute to the assets of the Trust, in the event of the same being wound up while s/he is a member, or within one year after s/he ceases to be a member, for payment of the debts and liabilities of the Trust contracted before s/he 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, such amount as may be required not exceeding £1.
9) If upon the winding up or dissolution of the Trust there remains, after the satisfaction of all it’s debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Trust, but shall be given or transferred to some other charitable institution or institutions having objects similar to the objects of the Trust and which shall prohibit the distribution of it’s or their income and property among it’s or their members to an extent at least as great as is imposed on the Trust under or by virtue of Clause 4 hereof such institution or institutions to be determined by the members of the Trust at or before the time of dissolution, and if so far as effect cannot be given to such provision, then to some other charitable object. ______________________________________________________________________________________________________________________________
WE, the several persons whose names and addresses are subscribed, are desirous of the Trust’s governing instrument as a formed Company being revised and amended, in pursuance of this Memorandum of Association. ------------------------------------------------------------------------------------------------------------- Names, addresses and descriptions of Subscribers -------------------------------------------------------------------------------------------------------------
THE COMPANIES ACTS 1948 - 1981 & 1985 and CHARITIES ACTS 1992-93
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION OF
[INSERT NAME OF ORGANISATION] LIMITED
GENERAL
1. In these presents the words standing in the first column of the Table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context:-
WORDS MEANINGS
The Acts The Companies Acts 1948 - 1981 and 1985
These Presents These Articles of Association and the regulations of the Trust from time to time in force.
The Trust - The above named registered Charitable Trust Company, [exempt from the use of the term “Limited”] under the provisions of the Acts.
The Committee
Sub-Committee(s) The Management/Executive Committee - (Board of Directors) and/or Board of Trustees of the Trust for the time being.
As may be approved and established by the Boards of Directors/Trustees or at an annual/extraordinary /special General Meeting of the Trust.
The Office The registered office of the Trust.
The Seal The Common Seal of the Trust.
The United Kingdom Britain and Northern Ireland.
Month Calendar Month.
In Writing Written, printed or lithographed, or partly one and partly another, and other modes of representing or reproducing words in a visible form.
And words importing the singular number only shall include the plural number, and vice versa.
Words importing the masculine gender only shall include the feminine gender, and words importing persons shall include corporations.
Subject as aforesaid, any words or expressions defined in the Acts or any statutory modifications thereof in force at the date on which these presents become binding on the Trust shall, if not inconsistent with the subject or context, bear the same meanings in these presents.
2. The number of members with which the Trust proposes to be registered is One hundred and Twenty but the Committee may increase the number.
3. The Subscribers to the Memorandum of Association and such other persons as the Committee shall admitted to membership shall be members of the Trust.
4. The provisions of Section 110 of the Act(s) (as subsequently amended) shall be observed by the Trust and every member of the Trust shall either sign a written consent on becoming a member or sign the register of members on becoming a member.
5. The Committee shall have power upon such terms and conditions as it may think fit to admit any organisation in [Insert Borough/County] into the Trust and may then invite such club or other organisation to nominate up to three persons for admission to membership of the Trust as representative member for such organisation and to admit such person(s) to membership of the Trust. Only one representative person at any meeting shall be eligible to vote on any matter.
6. The Secretary shall keep a register of members of the Trust.
7. The Committee may also at it’s discretion terminate the membership of any member of the Trust, in particular when any organisation represented by a member shall cease to be in the Trust for any reason.
8. A member may [subject to Section 212 of the Act(s), as subsequently amended] terminate his/her membership of the Trust by notice in writing to the Trust to that effect.
9. The Trust is established for the purposes expressed in the Memorandum of Association.
GENERAL MEETINGS
10. The Trust shall hold a General Meeting in every calendar year as it's Annual General Meeting at such time and place as may be determined by the Committee and shall specify the meeting as such in the notices calling it, provided that every Annual General Meeting except the first shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting and that so long as the Trust holds it’s First Annual General Meeting within eighteen months after it’s incorporation it need not hold it in the year of it’s incorporation or in the following year.
11. All General Meetings, other than Annual General Meetings, shall be called Extraordinary General Meetings.
12. The Committee may whenever they think fit convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on such requisition, or in default may be convened by such requisitionists, as provided by Section 132 of the Act (as subsequently amended).
13. At least twenty-one days’ notice in writing at the least of every Annual General Meeting and of every meeting convened to pass a Special Resolution and at least fourteen days’ notice in writing of every other General Meeting (exclusive in every case both of the day on which the notice is served or deemed to be served and of the day for which it is given) specifying the place, the day and the hour of the meeting, and in the case of special business the general nature of that business, shall be given in manner hereinafter mentioned to such as are under the Trust; but with the consent of all the members having the right to attend and vote thereat, or of such proportion of them as is prescribed by the Acts in the case of meetings other than Annual General Meetings, a meeting may be convened on such notice as those members think fit.
14. The accidental omission to give notice of a meeting to, or the non-receipt of such notice by, any person entitled to receive notice thereof shall not invalidate any resolution passed, or proceeding had, at any meeting.
PROCEEDINGS AT GENERAL MEETINGS
15. All business that is transacted at an Extraordinary General Meeting, shall be deemed special business as shall all business that is transacted at an Annual General Meeting with the exception of the consideration of the income and expenditure account and balance sheet, the reports or the Committee and of those verifying the annual accounts, the election of members of the Committee in the place of those retiring, and the appointment of, and the fixing of the remuneration, of a professional business or individual suitably qualified to verify the accounts, if required.
16. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided twenty members or representatives appointed on their behalf in a manner which may be prescribed by the Committee personally present shall be a quorum.
17. If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time, and place, or at such other place as the Committee may determine. If, at the adjourned meeting a quorum is not present within half an hour, the members present shall constitute a quorum.
18. The Chairperson, if any, of the Committee shall preside as Chairperson at every General Meeting of the Trust, or if there is no such Chairperson or if s/he shall not be present within fifteen minutes of the time appointed for holding the meeting or shall be unwilling to preside a Vice Chairperson shall preside. Subject thereto the members present shall choose a member of the Committee or if no Committee member be present, or if all the members of the Committee present decline to take the chair, then the members shall choose a member of the Trust who shall be present to preside.
19. The Chairperson of the meeting may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid, the members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting.
20. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is, before or upon the declaration of the result of the show of hands, demanded by the Chairperson or by at least three members present in person or by proxy, or by a member or members present in person or by proxy representing one tenth of the total voting rights of all the members having the right to vote at the meeting, and unless a poll be so demanded a declaration by the Chairperson of the meeting that a resolution has been carried, or carried unanimously or carried by a particular majority, or lost, or not carried by a particular majority, as a result of a show of hands, and an entry to that effect in the minute book of the Trust shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution or the number of abstentions. The demand for a poll may be withdrawn.
21. Subject to the provision of Article 20, if a poll be demanded in manner aforesaid, it shall be taken at such time and place, and in such manner, as the Chairperson of the meeting shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
22. No poll shall be demanded on the election of a Chairperson of a meeting, or on any question of adjournment.
23. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairperson of the meeting shall be entitled to a second or casting vote.
24. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.
VOTES OF MEMBERS
25. Subject as hereinafter provided, every member shall have one vote.
26. Save as herein expressly provided, no member other than a member duly registered, who shall have paid every subscription and other sum (if any) which shall be due and payable to the Trust in respect of his/her membership, shall be entitled to vote on any question either personally or by proxy, or as a proxy for another member, at any General Meeting.
27. Votes may be given on a poll either personally or by proxy. On a show of hands a member present only by proxy shall have no vote, but a proxy for an organisation may vote on a show of hands. An organisation may vote by it’s duly authorised representative appointed as provided by section 139 of the Act (as subsequently amended). A proxy need not be a member.
28. The instrument appointing a proxy shall be in writing under the hand of the appointor or his/her attorney duly authorised in writing, or if such appointor is a corporation under it’s common seal, if any, and, if none, then under the hand of some officer duly authorised in that behalf.
29. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy thereof shall be deposited at the office not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or in the case of a poll not less than twenty-four hours notice before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of it’s execution.
30. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy, or of the authority under which the proxy was executed, provided that no intimation in writing of the death, insanity or revocation as aforesaid shall have been received at the office before the commencement of the meeting or adjourned meeting at which the proxy is used.
31. Any instrument appointing a proxy shall be in the following form or as near thereto as circumstances will admit:-
“I, of a member of hereby appoint of and failing him/her, of to vote for me and on my behalf at the (Annual or Extraordinary, or Adjourned, as the case may be) General Meeting of the Trust to be held on the day of and at every adjournment thereof.
As witness my hand this day of 19 .”
The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
THE COMMITTEE
32. There shall be no maximum to the number of the members of the Committee.
33. The Committee may subject to such Bye Laws as the Trust in General Meeting may from time to time by Resolution establish, from time to time and at any time appoint any person to be a member of the Committee either to fill a casual vacancy or by way of addition to the Committee. Any member so appointed shall retain his/her office only until the next Annual General Meeting, but s/he shall then be eligible for re-election.
POWERS OF THE COMMITTEE
34. The business of the Trust shall be managed by the Committee who may pay all such expenses of, and preliminary and incidental to, the promotion, formation, establishment and registration of the Trust, as they think fit, and may exercise all such powers of the Trust, and do on behalf of the Trust all such acts as may be exercised and done by the Trust, and as are not by statute or by these presents required to be exercised or done by the Trust in General Meeting, subject nevertheless to any regulations of these presents, to the provisions of the statutes for the time being in force and affecting the Trust, and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Trust in General Meeting, but no regulation made by the Trust in General Meeting shall invalidate any prior act of the Committee which would have been valid if such regulation had not been made.
35. The members for the time being of the Committee may act notwithstanding any vacancy in their body; provided always that in case the members of the Committee shall at any time be or be reduced in number to less than the minimum number prescribed by or in accordance with these presents, it shall be lawful for them to act as the Committee for the purpose of admitting persons to membership of the Trust, filling up vacancies in their body or of summoning a General Meeting, but not for any other purpose.
36. A President and Vice Presidents and an Honorary Treasurer of the Trust may be nominated by the Committee for election at any General Meeting for a term of office to be prescribed at the time of election which shall not exceed five years.
SECRETARY
37. The Secretary shall be appointed by the Committee for such time, at such remuneration and upon such conditions as they may think fit, and any Secretary so appointed may be removed by them. The provisions of Sections 177 to 179 of the Act(s) (as subsequently amended) shall apply and be observed. The Committee may from time to time by resolution appoint an assistant or deputy Secretary, and any person so appointed may act in place of the Secretary if there be no Secretary or no Secretary capable of acting.
THE SEAL
38. The Seal of the Trust shall not be affixed to any instrument except by the authority of a resolution of the Committee and in the presence of at least two members of the Committee and of the Secretary, and the said members and Secretary shall sign every instrument to which the Seal shall be so affixed in their presence, and in favour of any purchaser or person bona fide dealing with the Trust such signatures shall be conclusive evidence of the fact that the Seal has been properly affixed.
DISQUALIFICATION OF MEMBERS OF THE COMMITTEE
39. The office of a member of the Committee shall be vacated:
A) If a receiving order is made against him/her or s/he makes any arrangement or composition with his/her creditors.
B) If s/he becomes of unsound mind.
C) If by notice in writing to the Trust s/he resigns his/her office.
D) If s/he ceases to hold office by reason of any order made under Section 188 of the Act(s) or Section 28 of the Companies Act 1976 or as subsequently amended by the Companies Act 1985.
E) If s/he is removed from office by a resolution duly passed pursuant to Section 184 of the Act(s) or as subsequently amended by the Companies Act 1985.
F) If s/he ceases to be a member of the Committee by virtue of Section 185 of the Act(s) as subsequently amended
G) (1) If a Director, Trustee or any other member of the Committee appointed or co-opted fails to attend three consecutive meetings called and convened by the Trust without having tendered apologies for absence in advance of each of the same;
(2) in the event of 39 G (1) above the Committee at the third consecutive meeting (at which a person has failed to attend or submit apologise) shall note and record the same in the minutes of that meeting and a letter formally notify that person of their termination on the Committee shall be sent informing him/her of the same and that in the event of being a Director Notice of his/her effective resignation from the Trust’s Committee(s) will be formally submitted and filed with Companies House accordance with the Companies Act 1985.
ROTATION OF MEMBERS OF THE COMMITTEE
40. At the first Annual General Meeting and at the Annual General Meeting to be held in every subsequent year, one-third of the members of the Committee for the time being, or if their number is not a multiple of three than the number nearest to one-third, shall retire from office.
40. The members of the Committee to retire shall be those who have been longest in office since their last election or appointment. As between members of equal seniority, the members to retire shall in the absence of agreement be selected from among them by lot. The length of time a member has been in office shall be computed from his/her last election or appointment. A retiring member of the Committee shall be eligible for re-election.
40. The Trust may subject to such Bye Laws as it in General Meeting may from time to time by Resolution establish, at the meeting at which a member of the Committee retires in manner aforesaid, fill up the vacated office by electing any person thereto, including the retiring member and in default the retiring member shall, if offering himself for re-election, be deemed to have been re-elected, unless at such meeting, it is expressly resolved not to fill such vacated office or unless a resolution for the re-election of such member shall have been put to the meeting and lost.
41. No person not being a member of the Committee retiring at the meeting shall, unless recommended by the Committee for election, be eligible for election to membership of the Committee at any General Meeting, unless within the prescribed time before the day appointed for the meeting there shall have been given to the Secretary notice in writing, by some member duly qualified to be present and vote at the meeting for which such notice is given, of his/her intention to propose such person for election, and also notice in writing, signed by the person to be proposed, of his/her willingness to be elected. The prescribed time above mentioned shall be such that, between the date when the notice is served, or deemed to be served, and the day appointed for the meeting there shall be not less than four nor more than twenty-eight intervening days.
42. In addition and without prejudice to the provisions of Section 184 of the Act, (as subsequently amended) the Trust may by Extraordinary Resolution remove any member of the Committee before the expiration of his/her period of office, and may by an Extraordinary Resolution appoint another qualified member in his/her stead, but any person so appointed shall retain his/her office so long only as the member in whose place s/he is appointed would have held the same if s/he had not been removed.
PROCEEDINGS OF THE COMMITTEE
45. The Committee may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. Unless otherwise determined, six shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairperson shall have a second or casting vote.
46. Five members of the Committee may, and on the request of five members of the Committee the Company Secretary shall, at any time, summon a meeting of the Committee at their registered addresses in the United Kingdom.
47. The Committee shall from time to time elect a Chairperson who shall be entitled to preside at all meetings of the Committee at which s/he shall be present, and Vice-Chairperson or Vice-Chairmen and may determine for what period they are to hold office. If no such Chairperson be elected, or if at any meeting the Chairperson be not present and willing to preside within five minutes after the time appointed for holding the meeting a Vice-Chairperson shall preside. Subject thereto the members of the Committee present shall choose one of their number to be Chairperson of that meeting.
48. A meeting of the Committee at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the regulations of the Trust for the time being vested in the Committee generally.
49. The Committee may delegate any of their powers to sub-committees consisting of such member or members of the Committee and such other persons as they think fit, provided that all such actions and proceedings shall be fully and promptly reported back to the Committee, and any sub-committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Committee. The meetings and proceedings of any such sub-committee shall be governed by the provisions of these presents for regulating the meetings and proceedings of the Committee so far as applicable and so far as the same shall not be superseded by any regulations made by the Committee.
50. All acts bona-fide done by any meeting of the Committee or of any sub-committee, or by any person acting as a member of the Committee shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such member or person acting as aforesaid or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a member of the Committee.
51. The Committee shall cause proper minutes to be made of all appointments of officers made by the Committee and of the proceedings of all meetings of the Trust and of the Committee and of any sub-committees, and all business transacted at such meetings as recorded in the minutes of such meetings, if purporting to be signed by the Chairperson of such meeting, or by the Chairperson of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.
52. A Resolution in writing signed by all the members for the time being of the Committee or of any sub-committee who are entitled to receive notice of a meeting of the Committee of such sub-committees shall be as valid and effectual as if it had been passed at a meeting of the Committee or of such sub-committee duly convened and constituted.
ADVISORY PANEL
53. The Trust may have an Advisory Panel composed of the members from time to time of the respective sub-committees of other appropriate and relevant bodies or groups which shall advise the Trust on it’s policy and the areas/aspects of the Trust’s objects in which the Trust shall from time to time operate and which shall assist in a consultative capacity the operation of the Trust.
ACCOUNTS
54. The Committee shall cause accounting records to be kept in accordance with Section 12 Companies Act(s) or as subsequently amended by the Companies Act 1985.
55. The accounting records shall be kept at the office, or, subject to Section 12(6) and (7) of the Companies Act 1976, (as amended by the Companies Act 1985) at such other place, or places as the Committee may think fit, and shall always be open to the inspection of the members of the Committee.
56. The Committee 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 Trust or any of them shall be open to the inspection of members not being members of the Committee and no member (not being a member of the Committee) shall have any right to inspect any account or book or document of the Trust except as conferred by statute or authorised by the Committee or by the Trust in General Meeting.
57. At the Annual General Meeting in every year the Committee shall lay before the Trust a proper income and expenditure account for the period since the last preceding account (or in the case of the first account since the incorporation of the Trust) made up to a date not more than four months before such meeting, together with a proper balance sheet made up as at the same date. Every such balance sheet shall be accompanied by proper reports of the Board of Directors and the person(s) who independently verify the same, and copies of such account, balance sheet and reports (all of which shall be framed in accordance with any statutory requirements for the time being in force) and of any other documents required by law to be annexed or attached thereto to accompany the same shall not less than twenty-one clear days before the date of the meeting, subject nevertheless to the provisions of Section 158(1)(c) of the Act (as subsequently amended by the Companies Act 1985) be sent to all persons entitled to received notices of General Meetings in the manner in which notices are hereinafter directed to be served. The report(s) shall be open to inspection and be read before the meeting as required by Section 14 of the Companies Act 1967 (as amended by the Companies Act 1985).
ANNUAL VERIFICATION OF ACCOUNTS
58. In accordance the Companies Act 1985 - (Audit Exemption) Regulations 1995 SI1994/1935-249A/249E), as subsequently amended on the 12th November 1994 - (SI1994/2879), the Annual Accounts will be presented to the Annual General Meeting of the Trust, subject to verification being exempt from having the same annually audited under subsection 1 section 249A, Section 249A(4) and Schedule 8 Part 1 of the Companies Act 1985.
59. Once at least in every year the accounts of the Trust shall be examined and the correctness of the income and expenditure account and balance sheet verified and comply with section 221 of the Companies Act 1985.
NOTICES
61. A notice may be served by the Trust upon any member, either personally or by sending it through the post in a prepaid letter, addressed to such member at his/her registered address as appearing in the register of members.
62. Any member described in the register of members by an address not within the United Kingdom, who shall from time to time give the Trust an address within the United Kingdom at which notices may be served upon him/her, shall be entitled to have notices served upon him/her at such address, but, save as aforesaid and as provided by the Act(s), only those members who are described in the register of members by an address within the United Kingdom shall be entitled to receive notices from the Trust.
63. Any notice, if served by post, shall be deemed to have been served on the second day following that on which the letter containing the same is put into the post, and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the Post Office/Royal Mail as a pre-paid letter.
DISSOLUTION
64. Clause 7 of the Memorandum of Association of the Trust relating to the winding up and dissolution of the Trust shall have effect as if the provisions thereof were repeated in these Articles. ______________________________________________________________________________________________________________________________
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Exemption from using the word 'limited' in a company name :
1. Using 'limited'
Limited companies must normally have the word 'limited' (or its Welsh equivalent 'cyfyngedig') as part of their company name. This may be abbreviated to 'ltd.' (or 'cyf.'). However, under Section 30 of the Companies Act 1985, some company names need not include the word 'limited' if they satisfy certain criteria.
A company which takes advantage of such an exemption will also:
any profits, or other income, are to be spent in promoting the company's objects;
no dividends are to be paid to members;
if the company is wound up, all the assets are to be transferred to another body which has similar objects, or which promotes a charity.
A company that wishes to be exempt from using 'limited' in its name must satisfy all the above conditions. If you are not sure whether your company qualifies, you should obtain professional advice.
In addition, a company which was a private company limited by shares on 25th February 1982 may also be exempt if it did not include 'limited' in its name because it had a licence under section 19 of the Companies Act 1948 and complies with the requirements set out above.
3. If my/our company qualifies, how do I/we claim the exemption?
When your company is being formed, you must make a statutory declaration on Form 30(5)(a) and send it to the Registrar with your incorporation documents. More information about forming companies is available in our booklet, 'Company Formation'.
4. What if a company that already exists wants to claim the exemption?
If the company already exists, you must pass a special resolution to change its name, by omitting 'limited'. You must send the resolution to Companies House with a statutory declaration on Form 30(5)(c). See chapter 2 for information about changing your company name.
There is no charge for being given exemption to omit the word 'limited' from your company name. If you are claiming the exemption when the company is being formed, you pay the standard incorporation fee.
If you are claiming the exemption for a company that already exists, you pay the standard change-of-name fee.
Please remember that when you have been granted an exemption, you may not alter the Memorandum & Articles of Association in such a way that they no longer satisfy the conditions for exemption.
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