Manchester Congregation of Spanish and Portuguese Jews
Moor Lane Governance Studio
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CHARITY COMMISSION FOR ENGLAND AND WALES Charitable Companies: Model Articles of Association A19 09/12/2020 COMPANIES HOUSE #150 AUGUST 2014 New format January 2017
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Model Memorandum and Model Articles of Association for a Charitable Company A charity may need to take the form of a company when there is a risk that it might incur large financial liabilities because, for example, it is expected to: - control substantial assets; or - employ staff; and/or - engage in charitable purposes involving commercial risks. Guidance to consider before you begin You may find it helpful to begin by reading the following guidance on our website: - The comprehensive information under Start up a charity - Registering as a Charity (CC21). Its checklist of questions will help you to decide how best to set up the charity. Annex A summaries the nature of the responsibilities of those who run the charity, both as charity trustees and as company directors (in this document we use the term ‘directors’). - Choosing and Preparing a Governing Document (CC22). This gives advice on the practicalities of completing the charity's governing document and on the different provisions which may be needed. - Our guidance The Essential Trustee - What you need to know (CC3), which sets out the basics that all charity trustees need to know. Next steps 1. Completing the articles of association Once you have decided to apply to register a charitable company, please read the articles of association and its accompanying guidance notes carefully. Some articles contain blank spaces that you will need to fill in. The model is intended to be sufficiently flexible to deal with most eventualities. If you want to include special or complex provisions which are not contained in it you should consider asking a solicitor to help you. Please make clear any changes you make and why they are necessary. This will help us to consider your application as quickly as possible. We cannot guarantee to accept every organisation which uses the model articles of association as charitable. We must consider each case separately. When you have completed this document please check that you have filled in all the gaps and deleted any articles which are not appropriate.
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2. Applying to register as a company You will need to apply to Companies House to incorporate your organisation. Companies House will then issue you a certificate of incorporation. For details please visit the Companies House website. 3. Applying to register as a charity To register a new charity, apply online. (The online application material includes Application for registration - guidance notes.) Please attach the following documents to your application: - signed memorandum of association; - the articles of association; - signed Trustee Declaration; - a copy of your certificate of incorporation (issued by Companies House). If you cannot attach these documents to your application please proceed to apply online and we will email you instructions about how to send them to us. (Please do not send us your original certificate of incorporation.) If you cannot apply online, please contact our First Contact Division. The best way to contact us is by email (using the Contact us link from our website homepage). If you need to speak to someone over the phone you can call our contact centre on 0845 300 0218. 4. How long will it take? We can normally make a decision in 15 working days if an organisation: - uses our model wording for its objects (as set out in the Example charitable objects on our website); - shows that its activities are or will be consistent with the objects; - shows that any private benefit is incidental and is properly managed; and - uses our model governing document. Other applications will need closer consideration and so will take longer (especially where the purposes are novel and/or at the boundaries of what is charitable). Please note that if you want to include any special or complex provisions which are not contained in the model articles of association you should consider asking a solicitor to help you. We may require more time to consider any such specialist changes. It is important to make clear what changes you make. The Commission cannot guarantee that a proposed organisation which uses a model as its governing document will be accepted as charitable. Every case has to be considered separately.
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COMPANY NOT HAVING A SHARE CAPITAL Articles of Association for a Charitable Company Articles of Association of . LNASCHESTER.. CONGREGATION OF. SPANISH. AND. PORTUGUESE... SEWS ..cccssrtsninnntinnininirnnnnnnner 1 The company’s name is . MANCHESTER... CONGREGATION ..OF... SPAMISH...... | AND... PORTUGUESE. TEWS. octet (and in this document it is called the ‘charity’). Interpretation 2 In the articles: ‘address’ means a postal address or, for the purposes of electronic communication, a fax number, an e-mail or postal address or a telephone number for receiving text messages in each case registered with the charity; ; ‘the articles’ means the charity's articles of association; ‘the charity’ means the company intended to be regulated by the articles; ; ‘clear days’ in relation to the period of a notice means a period excluding: + — the day when the notice is given or deemed to be given; and - * the day for which it is given or on which it is to take effect; ‘the Commission’ means the Charity Commission for England and Wales; ‘Companies Acts’ means the Companies Acts (as defined in section 2 of the Companies Act 2006) insofar as they apply to the charity; |
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Article 1 — Name
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Article 2 — Interpretation
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‘the directors’ means the directors of the charity. The directors are charity trustees as defined by section 177 of the Charities Act 2011; ‘document’ includes, unless otherwise specified, any document sent or supplied in electronic form; ‘electronic form’ has the meaning given in section 1168 of the Companies Act 2006; ‘the memorandum’ means the charity's memorandum of association; ‘officers’ includes the directors and the secretary (if any); ‘the seal’ means the common seal of the charity if it has one; ‘secretary’ means any person appointed to perform the duties of the secretary of the charity; ‘the United Kingdom’ means Great Britain and Northern ireland; and words importing one gender shall include all genders, and the singular includes the plural and vice versa. Unless the context otherwise requires words or expressions contained in the articles have the same meaning as in the Companies Acts but excluding any statutory modification not in force when this constitution becomes binding on the charity. Apart from the exception 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. Liability of members : 3 The liability of the members is limited to a sum not exceeding £10, being the amount that each member undertakes to contribute to the assets of the charity in the event of its being wound up while he, she or it is a member or within one year after he, she or it ceases to be a member, for: (1) payment of the charity’s debts and liabilities incurred before he, she or it ceases to be a member; (2) payment of the costs, charges and expenses of winding up; and (3) adjustment of the rights of the contributories among themselves.
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Article 3 — Liability of members
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Objects 4 The charity’s objects (‘Objects’) are specifically restricted to the following: Fon Tie Cullte. BENEEM. 1a. ROUASCE. THE ORTHADeN. TéuusH PE IN. PANCHEBTER. (1) Through. Fhs. Provision and..Onainkenaace. ofa ; Me. coaduchip. of Celigaus. ceremonies, He..oldig of pPraspes evel Keeluses. and. public. calebradion. of. Asliuals.(u). Haugh. Hep and. oamnkenane. oe]. premises and. jrcililies. foe. communal f and unas (ut) by. concbading ko. He..spinhead and. crorad ede and..welleing. of children.) by celienay. pow. .and..proeiditg commuaily..supeock.0.a prackiced. sapression. of religious. heli (by. fuchering Hea. ptayer..and. older. kradtions. of He. Sore and. Feckikqwse. Rwish. Caaauady. ia the. Uk. kv). ta. support. of Chucitable..otoanisalions. which, have. simibe. obs. ko. He. Chacity | _ i saaaaiain ; tt SES ri 5 ni arene are mn y section 7—eHthe-Charittes-and trustee tavestaent-Sseettand) Act 2665 LU b the Chariti ert land ] : Powers 5 The charity has power to do anything which is calculated to further its Object(s) or is conducive or incidental to doing so. In particular, the charity has power: (1) to raise funds. in doing so, the charity must not undertake any taxable permanent trading activity and must comply with any relevant statutory regulations; (2) to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use; (3) to sell, lease or otherwise dispose of all or any part of the property belonging to the charity. In exercising this power, the charity must comply as appropriate with sections 117 and 122 of the Charities Act 2011. (4) to borrow money and to charge the whole or any part of the 5 property belonging to the charity as security for repayment of the money borrowed or as security for a grant or the discharge of an obligation. The charity must comply as appropriate with sections 124 - 126 of the Charities Act 2011 if it wishes to mortgage land;
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Article 4 — Objects
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Article 5 — Powers
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yf (5) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them; (6) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects; (7) to acquire, merge with or to enter into any partnership or joint s venture arrangement with any other charity; (8) to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves; (9) to employ and remunerate such staff as are necessary for carrying out the work of the charity. The charity may employ or remunerate a director only to the extent it is permitted to do so by article 7 and provided it complies with the conditions in that article; (10) to: S (a) deposit or invest funds; , (b) employ a professional fund-manager; and (c) arrange for the investments 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; (11) to provide indemnity insurance for the directors in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011; | (12) to pay out of the funds of the charity the costs of forming and registering the charity both as a company and as a charity. $ Application of income and property 6 (1) The income and property of the charity shall be applied solely towards the promotion of the Objects. (2) (a) 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. r (b) A director may benefit from trustee indemnity insurance — nl cover purchased at the charity’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011. (c) A director may receive an indemnity from the charity in the circumstances specified in article 57.
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Article 6 — Application of income and property
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(d) Adirector may not receive any other benefit or payment | unless it is authorised by article 7. (3) Subject to article 7, 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 receiving: (a) a benefit from the charity in the capacity of a beneficiary of the charity; (b) reasonable and proper remuneration for any goods or services supplied to the charity. Benefits and payments to charity directors and connected persons 7 @ General provisions y . No director or connected person may: (a) buy any goods or services from the charity on terms , preferential to those applicable to members of the public; (b) sell goods, services, or any interest in land to the charity; (c) be employed by, or receive any remuneration from, ) the charity; (d) receive any other financial benefit from the charity; unless the payment is permitted by sub-clause (2) of this article, or authorised by the court or the prior written consent of the ; Charity Commission has been obtained. - | In this article a ‘financial benefit’ means a benefit, direct or indirect, which is either money or has a monetary value. Scope and powers permitting directors’ or connected persons’ benefits (2) (a) Adirector or connected person may receive a benefit from the charity in the capacity of a beneficiary of the charity provided that a majority of the directors do not benefit in this way. (b) A director or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the charity where that is permitted in accordance with, and subject to the conditions in, sections 185 and 186 of the Charities ; Act 2011. (c) Subject to sub-clause (3) of this article a director or s connected person may provide the charity with goods that are not supplied in connection with services provided to the charity by the director or connected person. l
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Article 7 — Benefits and payments
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(d) Adirector of connected person may receive interest on money ient to the charity at a reasonable and proper rate 4 which must be not more than the Bank of England bank rate (also known as the base rate). (e) Adirector or connected person may receive rent for | premises let by the director or connected person to the charity. The amount of the rent and the other terms of s the lease must be reasonable and proper. The director concerned must withdraw from any meeting at which such 2 proposal or the rent or other terms of the lease are under discussion. (f) Adirector or connected person may take part in the normal trading and fundraising activities of the charity on the same terms as members of the public. it . Payment for supply of goods only - controls (3) The charity and its directors may only rely upon the authority >f provided by sub-clause (2)(c) of this article if each of the following conditions is satisfied: (a) |The amount or maximum amount of the payment for the goods is set out in an agreement in writing between the charity or its directors (as the case may be) and the director or connected person supplying the goods (‘the supplier’) under which the supplier is to supply the goods > in question to or on behalf of the charity. y (b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question. (c) The other directors are satisfied that it is in the best interests of the charity to contract with the supplier rather than with someone who is not a director or connected person. In reaching that decision the directors must balance the advantage of contracting with a director or connected person against the disadvantages of doing so. (d) The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the charity. (e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of directors is present at the meeting. (f) | The reason for their decision is recorded by the directors in the minute book. (g) A majority of the directors then in office are not in receipt of remuneration or payments authorised by article 7.
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Articles of Association — scan page 10 Printed page 10
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(4) In sub-clauses (2) and (3) of this article: (a) ‘charity’ includes any company in which the charity: (i) holds more than 50% of the shares; or (ii) controls more than 50% of the voting rights attached to the shares; or (iii) has the right to appoint one or more directors to the board of the company. (b) ‘connected person’ includes any person within the definition in article 61 ‘Interpretation’. ; | Declaration of.directors’ interests 8 Adirector must declare the nature and extent of any interest, direct or A indirect, which he or she has in a proposed transaction or arrangement with the charity or in any transaction or arrangement entered into by the charity which has not previously been declared. A director must absent himself or herself from any discussions of the charity directors in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the charity and any personal interest (including but not limited to any personal financial interest). Conflicts of interests and conflicts of loyalties 9 (1) If a conflict of interests arises for a director because of a duty of loyalty owed to another organisation or person and the conflict is not authorised by virtue of any other provision in the articles, the unconflicted directors may authorise such a conflict of interests where the following conditions apply: (a) the conflicted director is absent from the part of the meeting at which there is discussion of any arrangement or transaction affecting that other organisation or person; (b) the conflicted director does not vote on any such matter and is not to be counted when considering whether a quorum of directors is present at the meeting; and (c). the unconflicted directors consider it is in the interests of the charity to authorise the conflict of interests in the | circumstances applying. (2) In this article a conflict of interests arising because of a duty of loyalty owed to another organisation or person only refers to such a conflict which does not involve a direct or indirect benefit f of any nature to a director or to a connected person. 1
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Article 8 — Declaration of interests
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Article 9 — Conflicts of interests and loyalties
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Members 10 (1) The subscribers to the memorandum are the first members of the charity. (2) Membership is open to other individuals or organisations who: (a) apply to the charity in the form required by the directors; and (b) are approved by the directors. (3) (a) 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. (b) The directors must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision. (c} 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. (4) Membership is not transferable. (5) The directors must keep a register of names and addresses of | the members. Classes of membership 11 (1) The directors may establish classes of membership with different rights and obligations and shall record the rights and 5 obligations in the register of members. (2) The directors may not directly or indirectly alter the rights or obligations attached to a class of membership. (3) The rights attached to a class of membership may only be varied if: (a) three-quarters of the members of that class consent in writing to the variation; or (b) a special resolution is passed at a separate general meeting of the members of that class agreeing to the variation. (4) The provisions in the articles about general meetings shall apply to any meeting relating to the variation of the rights of any class of members.
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Article 10 — Members
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Article 11 — Classes of membership
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Termination of membership 12 Membership is terminated if: (1) the member dies or, if it is an organisation, ceases to exist; (2} the member resigns by written notice to the charity unless, after the resignation, there would be less than two members; (3) any sum due from the member to the charity is not paid in full within six months of it falling due; (4) the member is removed from membership by a resolution of the directors that it is in the best interests of the charity that his or her or its membership is terminated. A resolution to remove a member from membership may only be passed if: . (a) | the member has been given at least twenty-one 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; (b) the member or, at the option of the member, the member's representative (who need not be a member of the charity) has been allowed to make representations to the meeting. General meetings . 13 (1) The charity must hold its first annual general meeting within eighteen months after the date of its incorporation. (2) An annual general meeting must be held in each subsequent year and not more than fifteen months may elapse between successive annual general meetings. 14 The directors may call a general meeting at any time. Notice of general meetings 15 (1) The minimum periods of notice required to hold a general meeting of the charity are: (a) twenty-one clear days for an annual general meeting or a general meeting called for the passing of a special resolution; , (b) fourteen clear days for all other general meetings. (2) A general meeting may be called by shorter notice if it is so agreed by a majority in number of members having a right to attend and vote at the meeting, being a majority who together hold not less than 90 percent of the total voting rights. 1
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Article 12 — Termination of membership
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Article 13 — General meetings
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Article 14 — Directors may call general meeting
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Article 15 — Notice of general meetings
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(3) The notice must specify the date time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so. The notice must also contain a statement setting out the right of members to appoint a proxy under section 324 of the Companies Act 2006 and article 22. (4) The notice must be given to all the members and to the directors and auditors. 16 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 17 (1) No business shall be transacted at any general meeting unless a quorum is present. (2) A quorum is: (a) [3] members present in person or by proxy and entitled to vote upon the business to be conducted at the meeting; or (b) one tenth of the total membership at the time whichever is the greater. (3) The authorised representative of a member organisation shall be counted in the quorum. 18 (1) If: (a) a quorum is not present within half an hour from the time appointed for the meeting; or (b) during a meeting a quorum ceases to be present; the meeting shall be adjourned to such time and place as the directors shall determine. (2) The directors must reconvene the meeting and must give at least seven clear days’ notice of the reconvened meeting stating the date, time and place of the meeting. (3) 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 in person or by proxy at that time shall constitute the quorum for that meeting. 19 (1) General meetings shall be chaired by the person who has been appointed to chair meetings of the directors. (2) If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting a director nominated by the directors shall chair the meeting.
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Article 16 — Defective notice
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Article 17 — Proceedings at general meetings
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Article 18 — Quorum
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Article 19 — Chairing general meetings
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Articles of Association — scan page 14 Printed page 14
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[OCR did not produce readable main text. Please transcribe this page from the scan.]
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Article 20 — No quorum
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Article 21 — Voting at general meetings
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Articles of Association — scan page 15 Printed page 15
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(4) (a) Apoll 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.
(b) The result of the poll shall be deemed to be the resolution
of the meeting at which the poll is demanded.
(5) (a) Apoll demanded on the election of a person to chair
a meeting or on a question of adjournment must be
taken immediately.
(b) 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.
() The poll must be taken within thirty days after it has
; been demanded.
(d) 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.
{e) if a poll is demanded the meeting may continue to
deat with any other business that may be conducted at
the meeting.
Content of proxy notices
22 (1) Proxies may only validly be appointed by a notice in writing (a
‘proxy notice’) which -
| (a) states the name and address of the member appointing
, the proxy;
(b) identifies the person appointed to be that member's
5 proxy and the general meeting in relation to which that
person is appointed;
(©) _ is signed by or on behalf of the member appointing the
proxy, or is authenticated in such manner as the directors
may determine; and
~ (d) is delivered to the charity in accordance with the articles
and any instructions contained in the notice of the general
meeting to which they relate.
(2) The charity may require proxy notices to be delivered in
a particular form, and may specify different forms for
different purposes.
(3) Proxy notices may specify haw the proxy appointed under them
is to vote (or that the proxy is to abstain from voting) on one or
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Article 22 — Proxy notices
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(4) Unless a proxy notice indicates otherwise, it must be treated as -
(2) allowing the person appointed under it as a proxy
discretion as to how to vote on any ancillary or procedural
resolutions put to the meeting; and
(b) appointing that person as a proxy in relation to any
adjournment of the general meeting to which it relates as
well as the meeting itself.
Delivery of proxy notices
22A (1) A person who is entitled to attend, speak or vote (either on a
show of hands or on a poll) at a general meeting remains so
entitled in respect of that meeting or any adjournment of it,
even though a valid proxy notice has been delivered to the
charity by or on behalf of that person.
(2) An appointment under a proxy notice may be revoked by
delivering to the charity a notice in writing given by or on behalt
of the person by whom or on whose behalf the proxy notice
was given.
(3) A notice revoking a proxy appointment only takes effect if it is
delivered before the start of the meeting or adjourned meeting
to which it relates.
(4) If a proxy notice is not executed by the person appointing the
proxy, it must be accompanied by written evidence of the
authority of the person who executed it to execute it on the
appointor’s behalf.
Written resolutions
23 (1) A resolution in writing agreed by a simple majority (or in the
case of a special resolution by a majority of not less than 75%)
of the members who would have been entitled to vote upon it
had it been proposed at a general meeting shall be effective
provided that:
{a) a copy of the proposed resolution has been sent to every
eligible member;
(b) a simple majority (or in the case of a special resolution a
majority of not less than 75%) of members has signified
its agreement to the resolution; and
(Q _ it is contained in an authenticated document which has
been received at the registered office within the period of
28 days beginning with the circulation date.
(2) A resolution in writing may comprise several copies to which
one or more members have signified their agreement.
(3) In the case of a member that is an organisation, its authorised
representative may signify its agreement.
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Article 22A — Delivery of proxy notices
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Votes of members . 24 Subject to article 11, every member, whether an individual or an organisation, shall have one vote. 25 Any objection to the qualification of any voter must be raised at the meeting at which the vote is tendered and the decision of the person who is chairing the meeting shall be final. 26 (1) Any organisation that is a member of the charity may nominate any person to act as its representative at any meeting , of the charity. (2) The organisation must give written notice to the charity of the name of its representative. The representative shall not be entitled to represent the organisation at any meeting unless the notice has been received by the charity. The representative may continue ta represent the organisation until written notice to the contrary is received by the charity. (3) Any notice given to the charity will be conclusive evidence that the representative 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 representative has been properly appointed by the organisation. Directors 27 (1) A director must be a natural person aged 16 years or older. ~ (2) No one may be appointed a director if he or she would be disqualified from acting under the provisions of article 39. 28 The minimum number of directors shall be [3] but (unless otherwise determined by ordinary resolution) shall not be subject to any maximum. 29 The first directors shall be those persons notified to Companies House as | the first directors of the charity. 30 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 31 (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 Companies Acts, the articles or any special resolution. (2) No alteration of the articles or any special resolution shall have retrospective effect to invalidate any prior act of the directors. (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.
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Article 24 — Votes of members
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Article 25 — Objections to voting qualifications
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Article 26 — Members appointing representatives
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Article 27 — Directors must be natural persons
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Article 28 — Minimum number of directors
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Article 29 — First directors
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Article 30 — Alternate directors
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Article 31 — Powers of directors
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Articles of Association — scan page 18 Printed page 18
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Retirement of directors 32 At the first annual general meeting all the directors must retire from office unless by the close of the meeting the members have failed to elect sufficient directors to hold a quorate meeting of the directors. At each subsequent annual general meeting one-third of the directors or, if their number is not three or a multiple of three, the number nearest to one-third, must retire from office. If there ts only one director he or she must retire. 33 (1) 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. (2) If a director is required to retire at an annual general meeting by a provision of the articles the retirement shall take effect upon the conclusion of the meeting. Appointment of directors 34 The charity may by ordinary resolution: (1) appoint a person who is willing to act to be a director; and (2) determine the rotation in which any additional directors are to retire. 35 No person other than a director retiring by rotation may be appointed a director at any general meeting unless: (1) he or she is recommended for re-election by the directors; or (2) not less than fourteen nor more than thirty-five clear days : before the date of the meeting, the charity is given a notice that: (a) _ is signed by a member entitled to vote at the meeting; (b) states the member's intention to propose the appointment of a person as a director; (©) contains the details that, if the person were to be appointed, the charity would have to file at Companies House; and (d) is signed by the person who is to be proposed to show his or her willingness to be appointed. 36 All members who are entitled to receive notice of a general meeting must be given not less than seven nor more than twenty-eight clear days’ notice of any resolution to be put to the meeting to appoint a director other than a director who is to retire by rotation. 1
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Article 32 — Retirement of directors
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Article 33 — Rotation rule
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Article 34 — Appointment by ordinary resolution
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Article 35 — Nomination of directors
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Article 36 — Appointment resolutions
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Articles of Association — scan page 19 Printed page 19
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“foptenat ; ~ (8) In the case of an equality of votes, the person who is chairing the meeting shall have a second or casting vote ié) — Ameeting may be held by suitable electronic means agreed by the directors in which each participant may communicate with all the other participants ¥ 42 (1) 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. Present’ includes being present by suitable electronic means agreed by the directors in which a participant or ; participants may communicate with all the other participants ¥ (2) The quorum shall be two of the number nearest to one-third of the total number of directors, whichever is the greater, or such larger number as may be decided from time to time by the directors. ; (3) A director shail not be counted in the quorum present when any decision is made about a matter upon which that director is not entitled to vote. 43 If the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for the purpose of —- filling vacancies or of calling a general meeting. 44 (1) The directors shall appoint a director to chair their meetings and may at any time revoke such appointment. (2) 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 the meeting, the directors present may appoint one of their number to chair that meeting. Q) The person appointed to chair meetings of the directors shall have no functions or powers except those conferred by the articles or delegated to him or her by the directors. - 45 (1) A resolution in writing or in electronic form agreed by all of the directors entitled to receive notice of a meeting of the 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. (2) The resolution in writing may comprise several documents containing the text of the resolution in like form to each of which one or more directors has signified their agreement.
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Article 42 — Directors’ meetings quorum
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Article 43 — Continuing directors
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Article 44 — Appointment of chair
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Article 45 — Written directors’ decisions
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Articles of Association — scan page 20 Printed page 20
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37 (1) The directors may appoint a person who is willing to act to be a director. (2) A director appointed by a resolution of the ather directors must retire at the next annual general meeting and must not be taken into account in determining the directors who are to retire by rotation. 38 The appointment of a director, whether by the charity in general meeting or by the other directors, must not cause the number of directors to exceed any number fixed as the maximum number of directors. Disqualification and removal of directors 39 Adirector shall cease to hold office if he or she: , (3) ceases to be a director by virtue of any provision in the . Companies Acts of is prohibited by law from being a director; (2) is disqualitied from acting as a trustee by virtue of sections 178 and 179 of the Charities Act 2011 (or any statutory re-enactment or modification of those provisions); GB) ceases to be a member of the charity; (4) in the written opinion, given to the company, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a director and may remain so for more than three months; (5) resigns as a director by notice to the charity (but only if at least two directors will remain in office when the notice of resignation is to take effect); or (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. Remuneration of directors 40 The directors must not be paid any remuneration unless it is authorised by article'7. Proceedings of directors 41 (1) The directors may requlate their proceedings as they think fit, subject to the provisions of the articles. (2) Any director may call a meeting of the directors. (3) The secretary (if any) must call a meeting of the directors if requested to do so by a director. . (4) Questions arising at a meeting shall be decided by a majority of votes.
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Article 37 — Appointment by directors
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Article 38 — Maximum number of directors
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Article 39 — Disqualification and removal of directors
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Article 40 — Remuneration of directors
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Articles of Association — scan page 21 Printed page 21
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Delegation
46 (1) The directors may delegate any of their powers or functions
to a committee of two or more directors but the terms of any
delegation must be recorded in the minute book.
(2) The directors may impose conditions when delegating, including
the conditions that:
(a) the relevant powers are to be exercised exclusively by the
committee to whom they delegate; :
. {b) no expenditure may be incurred on behalf of the charity
except in accordance with a budget previously agreed
with the directors.
(3) The directors may revoke or alter a delegation.
(4) All acts and proceedings of any committees must be fully and
promptly reported to the directors.
Validity of directors’ decisions
47 (1) Subject to article 47(2), all acts dane by a meeting of directors,
or of a committee of directors, shall be valid notwithstanding
the participation in any vote of a director:
(a) who was disqualified from holding office;
(b) who had previously retired or who had been obliged by
the constitution to vacate office;
() who was not entitled to vote on the matter, whether by
reason of a conflict of interests or otherwise;
if without:
(d} the vote of that director; and :
(e) _ that director being counted in the quorum;
the decision has been made by a majority of the directors at 3
quorate meeting.
(2) Article 47(1) does not permit a director or a connected person
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 47(1), the resolution would have been void, or if the
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Article 46 — Delegation
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Articles of Association — scan page 22 Printed page 22
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Seal 48 tf 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. The ditectors 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 (if any) or by a second director. Minutes | 49 The directors must keep minutes of all: (1) appointments of officers made by the directors; (2) proceedings at meetings of the charity; (3) meetings of the directors and committees of directors including: (a) the names of the directors present at the meeting; (b} the decisions made at the meetings; and (c) | where appropriate the reasons for the decisions. Accounts 50 (1) The directors must prepare for each financial year accounts as required by the Companies Acts. 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. (2) The directors must keep accounting records as required by the Companies Act. : Annual Report and Return and Register of Charities 51 (1) —_ The directors must comply with the requirements of the Charities Act 2011 with regard to the: ; (a) transmission of a copy of the statements of account to the Commission; (b) preparation of an Annual Repart and the transmission of a copy of it to the Commission; (c} — preparation of an Annual Return and its transmission to the Commission. (2) The directors must notify the Commission promptly of any changes to the charity’s entry on the Central Register of Charities. 1
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Article 48 — Seal
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Article 50 — Accounts
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Article 51 — Annual report and return
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Articles of Association — scan page 23 Printed page 23
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[OCR did not produce readable main text. Please transcribe this page from the scan.]
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Article 52 — Means of communication
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Article 53 — Form of notices
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Article 54 — Notice to members
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Article 55 — Deemed receipt at meeting
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Article 56 — Proof of posting
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Articles of Association — scan page 24 Printed page 24
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(3) In accordance with section 1147 of the Companies Act 2006
notice shall be deemed to be given:
(2) 48 hours after the envelope containing it was posted; or
(b) _ in the case of an electronic form of communication, 48
hours after it was sent.
Indemnity
{option
57 (4 The-chari indarait ‘i .
liabilieed Liat! ty Htted-by
director-oHthecharty]
{Option 2
| Asz (1) The charity shall indemnify a relevant director against any
liability incurred in that capacity, to the extent permitted by
sections 232 to 234 of the-Companies Act 2006
(2) In this article a ‘relevant director’ means any director or former
director of the charity, Y
+4eptier3-
| Bie ebay sha ndernnity 2 ielvank director against 2
inthat capacity-o+-in-connection-with-any-application-in
hi te batt fsore-tabitity-fer
{Optional
57A The charity may indemnify an auditor against any liability incurred by
him or her or it
(1) ‘in defending proceedings (whether civil or criminal) in which
judgment is given in his of her or its favour or he or she or it is
acquitted; or
(2) in connection with an application under section 1157 of the
Companies Act 2006 (power of Court to grant relief in case of
honest and reasonable conduct) in which relief is granted to him
or hes or it by the court
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Article 57 — Indemnity
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Article 57A — Indemnity for auditors
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Articles of Association — scan page 25 Printed page 25
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Rules 58 (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. (2) The bye laws may regulate the following matters but are not restricted to them: (a) the admission of members of the charity (including the admission of organisations to membership) and the tights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members; (b) the conduct of members of the charity in relation to one another, and to the charity’s employees and volunteers; (c) _ 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; (d) the procedure at general meetings and meetings of the directors in so far as such procedure is not regulated by the Companies Acts or by the articles; (e) generally, alf such matters as are commanly the subject matter of company rules. (3) The charity in general meeting has the power to alter, add to or repeal the rules or bye laws. (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. (5) The rules or bye faws shall be binding on all members of the charity. No rule or bye faw shall be inconsistent with, or shall affect or repeal anything contained in, the articles. Disputes 59 If a dispute arises between members of the charity about the validity or propriety of anything done by the members of the charity under these articles, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.
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Article 58 — Rules
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Articles of Association — scan page 26 Printed page 26
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Dissolution 60 (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, of provision has been made for them, shail on or before the dissolution of the charity be applied or transferred in any of the following ways: (a) directly for the Objects; or (b) by transfer to any charity or charities for purposes similar to the Objects; or ; () _ to any charity or charities for use for particular purposes that fall within the Objects. (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 or before dissolution of the charity be applied or transferred: (a) directly for the Objects; or (b) by transfer to any charity or charities for purposes similar to the Objects; or (c) to any charity or charities for use for particular purposes that fall within the Objects. (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 resolution in accordance with article 60(1) 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. Interpretation 61. In article 7, sub-clause (2) of article 9 and sub-clause (2) of article 47 ‘connected person’ means: (1) a child, parent, grandchild, grandparent, brother or sister of the director; (2) the spouse or civil partner of the director or of any person . falling within sub-clause (1) above; (3) a person carrying on business in partnership with the director or with any person falling within sub-clause (1) or (2) above; 1
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Article 60 — Dissolution
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Articles of Association — scan page 27 Printed page 27
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(4) an institution which is controlled - (a) _ by the director or any connected person falling within sub-clause (1), (2), or (3) above; or (b) by two or more persons falling within sub-clause 4(a), when taken together (5) a body corporate in which ~ . (a) the director of any connected person falling within sub- clauses (1) to (3) has a substantial interest; or (b) two or more persons falling within sub-clause (5)(a) who, when taken together, have a substantial interest. (CQ) Sections 350 - 352 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this article.
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