The Companies Act 2006
WEST COUNTRY RC TRUCKERS CLUB
Limited By Guarantee
MEMORANDUM AND
ARTICLES OF ASSOCIATION
Company Number: 13547240
Incorporated on 04/08/2021
COMPANY NOT HAVING A SHARE CAPITAL
Memorandum of Association of
WEST COUNTRY RC TRUCKERS CLUB
Each subscriber to this memorandum of association wishes to form a company under the Companies Act 2006 and agrees to become a member of the company.
| Name of each subscriber |
Authentication |
| STUART JAMES LOUD | Authenticated Electronically |
| ALLAN SHILLITTO | Authenticated Electronically |
| JENNIFER ANN ROSEMARY MURRAY | Authenticated Electronically |
| PAUL EVANS | Authenticated Electronically |
| ROBERT ANDREW BRIGGS | Authenticated Electronically |
Dated: 03/08/2021
THE COMPANIES ACT 2006
COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION
OF
WEST COUNTRY RC TRUCKERS CLUB
The object of the company is, to promote the hobby of building and running of Radio Controlled model trucks and to promote regular meets, mutual support and assistance for Club members.
Part 1: Interpretation and limitation of liability
1. Defined terms
In the articles, unless the context requires otherwise—
‘annual general meeting’ means the yearly meeting of members convened in
accordance with article 28(1);
‘articles’ means the company's articles of association;
‘the club’ means West Country RC Truckers Club;
‘bankruptcy’ includes individual insolvency proceedings in a jurisdiction other
than England and Wales or Northern Ireland which have an effect similar to that
of bankruptcy;
‘chairman of the committee’ has the meaning given in article 12;
‘chairman of the company’ is the chairman of the committee in accordance with
article 12;
‘chairman of the meeting’ has the meaning given in article 31;
‘charity’ means an institution established for charitable purposes only as defined
in the Charities Act 2011 and which is registered as a charity in accordance with
the Act or a similar institution established in accordance with similar legislation in
Scotland or Northern Ireland;
‘committee’ means the committee members;
‘committee meeting’ means a meeting of committee members;
‘committee member’ means a director;
‘Companies Acts’ means the Companies Acts (as defined in the Companies Act
2006), in so far as they apply to the company;
‘director’ means a director of the company, and includes any person occupying
the position of director, by whatever name called;
‘document’ includes, unless otherwise specified, any document sent or supplied
in electronic form;
‘full member’ means a member liable to pay to the company the whole of the
subscription fee;
‘honorary member’ means a member appointed as an honorary member by
ordinary resolution at an annual general meeting;
‘independent financial examiner’ means a person or body appointed to examine
the company’s financial records and statements and to report thereon at every annual general meeting;
‘joining fee’ means the amount a person applying to be a member is liable to pay to the company;
‘member’ has the meaning given in section 112 of the Companies Act 2006;
‘minute’ means a record of a decision of a meeting of the company or the committee or of any other meeting held in accordance with the articles and rules;
‘official’ means a person appointed to assist in the discharge of the company’s
functions;
‘ordinary resolution’ has the meaning given in section 282 of the Companies Act
2006;
‘participate’ in relation to a committee meeting, has the meaning given in article
10;
‘proxy notice’ has the meaning given in article 37;
‘rules’ have the meaning given in article 16 and 27(3);
‘special resolution’ has the meaning given in section 283 of the Companies Act
2006;
‘subscription fee’ means the annual amount a member is liable to pay the
company; and
‘writing’ means the representation or reproduction of words, symbols or other
information in a visible form by any method or combination of methods, whether
sent or supplied in electronic form or otherwise.
Unless the context otherwise requires, other words or expressions contained in
these articles bear the same meaning as in the Companies Act 2006 as in force
on the date when these articles become binding on the company.
In these articles and rules made pursuant to them the male shall include the
female and the neuter as the context requires.
These articles may be varied only by statutory enactment or by order of a court
or by the members in a general meeting agreeing to do so by special resolution.
2. Liability of members
The liability of each member is limited to £1, being the amount that each
member undertakes to contribute to the assets of the company in the event of
its being wound up while he is a member or within one year after he ceases to be
a member, for—
(a) payment of the company's debts and liabilities contracted before he
ceases to be a member,
(b) payment of the costs, charges and expenses of winding up, and
(c) adjustment of the rights of the contributories among themselves.
Part 2: Committee Members
Committee Members’ powers and responsibilities
3. Committee members’ general authority
Subject to the articles, the committee members are responsible for the
management of the company’s business, for which purpose they may exercise all
the powers of the company including determining rules.
4. Members' reserve power
(1) The members may, by special resolution, direct the committee
members to take, or refrain from taking, specified action.
(2) No such special resolution invalidates anything which the committee
members have done before the passing of the resolution.
5. Committee members may delegate
(1) Subject to the articles, the committee members may delegate any of
the powers which are conferred
on them under the articles—
(a) to such person or persons;
(b) by such means (including by power of attorney);
(c) to such an extent;
(d) in relation to such matters or territories; and
(e) on such terms and conditions;
as they think fit. Such delegation may include the appointment of a person
or body to undertake all or part of the duties of company secretary if no full
member is willing to undertake such duties.
(2) The committee members may revoke any delegation in whole or part
or alter its terms and conditions.
6. Delegatees
(1) Those to whom the committee delegates any of its powers must
follow procedures which are based as far as they are applicable on
those provisions of the articles which govern the taking of decisions
by the committee.
(2) The committee may make rules of procedure for all or any exercise of
delegation which prevail over rules derived from the articles if they
are not consistent with them.
Decision-making by committee members
7. Committee members to take decisions collectively
The general rule about decision-making by committee members is that any
decision of the committee must be either a majority decision at a meeting or a
decision taken in accordance with article 8.
8. Unanimous decisions
(1) A decision of the committee is taken in accordance with this article
when all eligible committee members indicate to each other by any
means that they share a common view on a matter.
(2) Such a decision may take the form of a resolution in writing, copies of
which have been signed by each eligible committee member or to
which each eligible committee member has otherwise indicated
agreement in writing.
(3) References in this article to eligible committee members are to
committee members who would have been entitled to vote on the
matter had it been proposed as a resolution at a committee meeting.
(4) A decision may not be taken in accordance with this article if the
eligible committee members would not have formed a quorum at
such a meeting.
(5) At the request of a committee member participating in a committee
meeting the record of the decision made on an item of business shall
state in respect of each committee member participating whether he
voted for or against or abstained.
9. Calling a committee meeting
(1) Any committee member may call a committee meeting by giving
notice of the meeting to the committee members or by authorising
the company secretary (if any) to give such notice.
(2) Notice of any committee meeting must indicate—
(a) its proposed date and time;
(b) where it is to take place; and
(c) if it is anticipated that committee members participating in
the meeting will not be in the same place, how it is
proposed that they should communicate with each other
during the meeting.
(3) Notice of a committee meeting must be given to each committee
member but need not be in writing.
(4) Notice of a committee meeting need not be given to committee
members who waive their entitlement to notice of that meeting, by
giving notice to that effect to the company not more than 21 days
after the date on which the meeting is held. Where such notice is
given after the meeting has been held, that does not affect the
validity of the meeting, or of any business conducted at it.
10. Participation in committee meetings
(1) Subject to the articles, committee members participate in a committee
meeting, or part of a committee meeting, when—
(a) the meeting has been called and takes place in accordance
with the articles, and
(b) they can each communicate to the others any information
or opinions they have on any particular item of the
business of the meeting.
(2) In determining whether committee members are participating in a
committee meeting, it is irrelevant where any committee member is
or how they communicate with each other.
(3) If all the committee members participating in a meeting are not in the
same place, they may decide that the meeting is to be treated as
taking place wherever any of them is.
(4) At the chairman’s discretion other persons may attend and speak at all
or part of a committee meeting but shall not be entitled to vote.
(5) The company shall have no obligation to enable committee members
who cannot be present in person to participate in a committee
meeting.
11. Quorum for committee meetings
(1) At a committee meeting, unless a quorum is participating, no proposal
is to be voted on, except a proposal to call another meeting.
(2) The quorum for committee meetings may be fixed from time to time
by a decision of the committee members, but it must never be less
than four.
(3) If the total number of committee members for the time being is less
than the quorum required, the committee members must not take
any decision other than a decision—
(a) to appoint further committee members, or
(b) to call a general meeting so as to enable the members to
appoint further committee members.
12. Chairing of committee meetings
(1) The member appointed as chairman of the committee in accordance
with articles 17 and 18 shall chair committee meetings.
(2) If the chairman of the committee is not participating in a committee
meeting within ten minutes of the time at which it was to start, the
participating committee members must appoint one of themselves to
chair it.
13. Casting vote
(1) If the numbers of votes for and against a proposal are equal, the
chairman of the committee or other committee member chairing the
meeting has a casting vote.
(2) But this does not apply if, in accordance with the articles, the
chairman of the committee or other committee member is not to be
counted as participating in the decision-making process for quorum
or voting purposes.
14. Conflicts of interest
(1) If a discussion or proposed decision of the committee is concerned
with an actual or proposed transaction or arrangement with the
company in which a committee member has a potential conflict of
interest, that committee member is not to be counted as
participating in the decision-making process for voting purposes.
(2) But if paragraph (3) applies, a committee member who is interested
in an actual or proposed transaction or arrangement with the
company is to be counted as participating in the decision-making
process for quorum and voting purposes.
(3) This paragraph applies when—
(a) the company by ordinary resolution disapplies the provision
of the articles which would otherwise prevent a committee
member from being counted as participating in the decisionmaking
process;
(b) the committee member’s interest cannot reasonably be
regarded as likely to give rise to a conflict of interest; or
(c) the committee member’s conflict of interest arises from a
permitted cause.
(4) For the purposes of this article, the following are permitted causes—
(a) a guarantee given, or to be given, by or to a committee
member in respect of an obligation incurred by or on behalf
of the company;
(b) any matter which affects all members or all of a class of
member as defined by the articles and rules; and (c) any
matter arising from article 42: committee members’ and
officials’ indemnity and article 43: committee members’
and officials’ insurance.
(5) For the purposes of this article, references to proposed decisions and
decision-making processes include any committee meeting or part of
a committee meeting.
(6) Subject to paragraph (7), if a question arises at a meeting of the
committee to the right of a committee member to participate in the
meeting (or part of the meeting) for voting or quorum purposes, the
question may, before the conclusion of the meeting, be referred to
the chairman whose ruling in relation to any committee member
other than the chairman is to be final and conclusive.
(7) If any question as to the right to participate in the meeting (or part of
the meeting) should arise in respect of the chairman, the question is
to be decided by a decision of the committee members at that
meeting, for which purpose the chairman is not to be counted as
participating in the meeting (or that part of the meeting) for voting or
quorum purposes.
15. Minutes of committee members’ decisions to be kept
The committee members must ensure that the company keeps a written record,
for at least 10 years from the date of the decision recorded, of every unanimous
or majority decision taken by committee members.
At every committee meeting the record of any decisions made at the previous
committee meeting shall be reported and signed by the chairman. Any decision
made after the close of a committee meeting and prior to the commencement of
the next shall be ratified and recorded at the next committee meeting and the
record signed by the chairman.
16. Committee members’ discretion to make further rules
(1) Subject to the articles and to the Companies Act 2006, the committee
may make any rule which they think fit-
(a) about how they take decisions, and
(b) for the governing and conduct of the association.
(2) Rules made pursuant to this article shall be recorded in writing and as
soon as reasonably practicable communicated to all members.
Appointment of committee members and other
appointments
17. Methods of appointing committee members
(1) A committee member shall be a full member.
(2) The number of committee members shall not exceed twelve and not
be less than four.
(3) Any full member who is willing to act as a committee member, and is
permitted by law to do so, may be appointed to a position of a
committee member set out in Article 18(1)—
(a) by ordinary resolution at an annual general meeting subject
to article17(4), or
(b) if at any time between the close of an annual general
meeting and the commencement of the next following
annual general meeting there is an unfilled appointment to a
position of committee member set out in Article 18(1) then
by a decision of the committee.
(4) In article 17(3)(a) appointment by ordinary resolution-
(a) the full member must be nominated in writing for
appointment to a position of committee member set out in
article 18(1) by another full or honorary member at least 31
days before any general meeting and confirm he is willing to
act as that committee member; and
(b) the committee shall arrange for every nomination to be
acknowledged promptly and in writing and in so doing state
whether it complies with the requirements of the articles
and rules.
(5) Except as provided by paragraphs (6) and (7) during a period
commencing 31 days before a general meeting including an annual
general meeting and ending at the commencement of that meeting
no member by means of any of the company’s facilities including
those for electronic communication and its publications and its
website shall influence or seek to influence any other member’s
opinion or decision with regard to any member nominated for
appointment or eligible for reappointment as a committee member.
For the purpose of this article ‘company’s facilities’ includes any
facility whether or not controlled by the company which reproduces
or uses all or part of the name of the company in such a manner that
it may appear to have been issued by or with the consent of the
company.
(6) The committee may use any of the company’s facilities to thank any
person for his services to the company.
(7) A member nominated for appointment or eligible for reappointment
as a committee member shall be entitled to have a statement of
approximately 200 words solely in support of his candidature
distributed by the company with the agenda of the meeting at which
the appointment is to be determined.
18. Positions and duties of committee members
(1) The positions to which a full member may be appointed as a
committee member at an annual general meeting by full and
honorary members are-
(i) chairman of the committee, who shall also be chairman of
the company;
(ii) secretary, who may also be company secretary;
(iii) treasurer;
(iv) membership officer;
(v) welfare officer;
(vi) logistics officer;
(vii) PR and social media officer;
(viii) without portfolio;
(ix) without portfolio;
(2) The committee may designate such duties as it deems appropriate
from time to time to any of the positions in (1) (x) to (xii).
(3) Subject to the approval of the committee a committee member’s
duties may be varied and he may undertake the duties of more than
one position.
(4) The duties of a committee member shall commence at the close of
the annual general meeting he is appointed or reappointed and
continue until the close of the annual general meeting he retires.
(5) A committee member may from time to time hold more than one of
the roles in paragraph (1)
Other appointments
19. Independent Financial Examiner
(1) For those years in which the company is entitled to claim exemption
from audit under Section 477 of the Companies Act 2006, and unless
the members have demanded that the account records be subject to
an audit in accordance with Section 476 of the Companies Act 2006
the company shall appoint a person as an independent financial
examiner-
(a) by ordinary resolution at every annual general meeting, but
if no appointment can be made or the appointee is no longer
willing or able to continue, then
(b) by decision of the committee.
(2) The independent financial examiner during the period of his
appointment and during the period of the financial statements
subject to his examination shall not be or have been a director of the
company or the spouse or the partner of a director of the company.
(3) The independent financial examiner shall examine the books of
account and the annual financial statements and report to the
members at the Annual General Meeting whether or not proper books
of account have been kept and whether the annual financial
statements are fairly presented. The report may be in the form of a
statement included on the annual financial statement.
(4) The term of the appointment of the independent financial examiner
shall commence at the close of the annual general meeting at which
he was appointed or the day of his appointment by the committee
and finish at the close of the next annual general meeting.
(5) The committee may determine the remuneration, if any, of the
independent financial examiner.
20. Honorary Members
(1) Always provided it is recommended by a decision of the committee a
full member may be appointed an honorary member for life by
ordinary resolution at an annual general meeting and granted the
courtesy title of “Vice President of the West Country RC Truckers
Club”.
(2) The member who is the first to be appointed an honorary member
shall have the courtesy title of “President of the West Country RC
Truckers Club” but if he declines or relinquishes the title it shall be
conferred on the next earliest to be appointed and so on until the title
is conferred, or until no honorary member is willing to accept the
title.
(3) An honorary member shall not be liable to pay a subscription fee but
shall be entitled to vote at a general meeting.
21. Retirement and rotation of committee members
(1) From the second annual general meeting one third of the committee
members shall retire at the close of the meeting. In calculating one
third any fraction of a whole number shall be ignored.
(2) Unless otherwise agreed amongst themselves the committee
members who are to retire shall be those who are longest in office
since last appointed or reappointed whichever is the more recent, but
if it is necessary to decide between those appointed or reappointed
on the same date, they may agree between themselves otherwise
they shall decide by lot.
(3) A retiring committee member shall be eligible for reappointment as a
committee member and also to that position from which he is due to
retire.
(4) If at the annual general meeting at which the committee member
retires there is no other full member willing to be appointed to that
position of committee member or the meeting declines to appoint
such a person then the retiring committee member if offering himself
for re-appointment shall be reappointed to that position of committee
member from which he was due to retire.
22. Termination of a committee members appointment
A person ceases to be a committee member as soon as—
(a) that person ceases to be a committee member by virtue of
any provision of the Companies Act 2006 or is prohibited
from being a committee member by law;
(b) a bankruptcy order is made against that person;
(c) a composition is made with that person's creditors generally
in satisfaction of that person's debts;
(d) notification is received by the company from the committee
member that the committee member is resigning from
office, and such resignation has taken effect;
(e) he has failed to attend committee meetings for more than
six consecutive months without the consent of the
committee.
23. Committee member’s remuneration
(1) Committee members shall not be entitled to any remuneration.
(2) Committee members may undertake any services for the company
that the committee decides.
24. Committee members’ expenses
The company shall pay any reasonable expenses which the committee members
properly incur
(1) In connection with their attendance at-
(a) meetings of the committee, and
(b) general meetings,
(2) Or otherwise in connection with the exercise of their powers and the
discharge of their responsibilities in relation to the company.
Part 3 - Members
Becoming, being and ceasing to be a member
25. Applications for membership
(1) No person shall become a member of the company unless—
(a) that person has completed an application for membership in
a form approved by the committee and paid the appropriate
subscription and joining fees;
(b) fifteen days have elapsed since the date of his application;
(2) The committee may decline to accept any application for membership
within fourteen days of the application and need not give reasons for
doing so.
26. Termination of membership
(1) A member may withdraw from membership of the company by giving
7 days' notice to the company in writing.
(2) Membership is not transferable.
(3) A person's membership terminates when that person dies.
(4) A person’s membership shall cease if the person has not paid the
whole of any subscription fee due within thirteen weeks from the date
when that subscription fee was due to be paid to the company
provided that if the person has paid the whole of the subscription
fees due the committee may at its discretion readmit that person to
membership on such conditions it deems appropriate including the
method of payment of the person’s subsequent subscription fees.
(5) A person’s membership may be terminated by the committee if after
the expiry of 28 days written notice issued by the committee that
person in the reasonable opinion of the committee has-
(a) been found guilty by a court of conduct which has or is likely
to have a serious adverse effect on the company and bring
the company or any or all of the members and committee
into disrepute; or
(b) acted or threatened to act in a manner which is contrary to
the interests of the company as a whole; or
(c) failed to remedy any breach of these articles or rules made
pursuant to them which in the opinion of the committee
members is material and was specified in the notice.
(6) A person who in accordance with paragraph 5 has been issued 28
days written notice of termination of his membership or whose
membership has been terminated may within 56 days of the issue of
the written notice appeal in writing to the committee who shall
decide how the appeal is to be determined.
27. Other membership matters
(1) The committee may determine classes of membership, their joining
and subscription fees and benefits rights and privileges and shall
report thereon to the next following annual general meeting.
(2) Members by ordinary resolution at an annual general meeting may
vary the fees payable by any class of member and persons applying
for membership.
(3) The committee may determine rules of membership including-
(a) the admission of members in accordance with these articles;
(b) the termination of membership except as provided in articles
26(4) and 26(5), and
(c) the conduct of members in relation to each other and to any
member or official acting on behalf of the company.
Organisation of general meetings
28. Arranging general meetings and notices
(1) The company shall hold an annual general meeting in every calendar
year not more than fifteen calendar months after the close of the last
preceding annual general meeting. The annual general meeting shall
be held at such date and time and place as the committee shall
decide
.
(2) All meetings of members of the company including the annual general
meeting are general meetings.
(3) At least fourteen days’ notice in writing shall be given of every general
meeting excluding the day of issue of the notice and the day of the
meeting. The notice shall include the date, commencement time and
place of the meeting, the nature of the business to be transacted
including ordinary resolutions and the entire text of special
resolutions of which notice has been given in accordance with article
28(5).
(4) The accidental omission to give or receive notice of any meeting to a
person entitled such notice shall not invalidate any proceedings of
that meeting or any resolution agreed at that meeting.
(5) Unless otherwise agreed by the committee 42 days written notice
shall be given of any special resolution. The notice shall state the
entire text of the resolution which may not be varied except as
provided in article 39.
(6) a general meeting may be convened by the committee members or
by a request in writing to the committee by at least 5% of the
members who are full or honorary.
29. Attendance and speaking at general meetings
(1) All members shall be entitled to attend general meetings but only full
or honorary members and persons appointed as proxy holders
appointed in accordance with these articles are entitled to speak and
vote. At the chairman of the meeting’s discretion other persons may
attend all or part of the meeting and may be permitted to speak but
shall not be entitled to vote.
(2) A person is able to exercise the right to speak at a general meeting
when that person is in a position to communicate to all those
attending the meeting, during the meeting, any information or
opinions which that person has on the business of the meeting.
(3) A person is able to exercise the right to vote at a general meeting
when—
(a) that person is able to vote, during the meeting, on resolutions put to
the vote at the meeting, and
(b) that person's vote can be taken into account in determining whether
or not such resolutions are passed at the same time as the votes of
all the other persons attending the meeting.
(4) The committee members may make whatever arrangements they
consider appropriate to enable those attending a general meeting to
exercise their rights to speak or vote at it.
(5) In determining attendance at a general meeting, it is immaterial
whether any two or more members attending it are in the same place
as each other.
(6) Two or more persons who are not in the same place as each other
attend a general meeting if their circumstances are such that if they
have (or were to have) rights to speak and vote at that meeting, they
are (or would be) able to exercise them.
(7) The company shall not be obliged to provide or facilitate remote
access to a general meeting by electronic or any other means.
30. Quorum for general meetings
No business other than the appointment of the chairman of the meeting is to be
transacted at a general meeting if the persons attending it do not constitute a
quorum. Ten (10) full or honorary members or persons appointed as proxy
holders in accordance with these articles shall constitute a quorum. If there is not
a quorum present at the time the meeting is due to commence the
commencement may be delayed until a quorum is present provided the delay
does not exceed 30 minutes.
31. Chairing general meetings
(1) The chairman of the company shall chair general meetings if present
and willing to do so.
(2) If the chairman of the company is unwilling to chair the general
meeting or is not present within ten minutes of the time at which a
general meeting was due to start—
(a) the committee members present, or
(b) if no committee members are present, the members and
proxy holders at the general meeting, must appoint by show
of hands a full or honorary member to chair the general
meeting, and the appointment of the chairman of the
general meeting must be the first business of the general
meeting.
(3) The person chairing a general meeting in accordance with this article is
referred to as ‘the chairman of the meeting’.
32. Adjournment
(1) If the persons attending a general meeting within half an hour of the
time at which the meeting was due to start do not constitute a
quorum, or if during a meeting a quorum ceases to be present, the
chairman of the meeting must adjourn it.
(2) The chairman of the meeting may adjourn a general meeting at which
a quorum is present if—
(a) the meeting consents to an adjournment, or
(b) it appears to the chairman of the meeting that an
adjournment is necessary to protect the safety of any person
attending the meeting or ensure that the business of the
meeting is conducted in an orderly manner.
(3) The chairman of the meeting must adjourn a general meeting if
directed to do so by the meeting.
(4) When adjourning a general meeting, the chairman of the meeting
must—
(a) either specify the time and place to which it is adjourned or
state that it is to continue at a time and place to be fixed by
the committee, and
(b) have regard to any directions as to the time and place of any
adjournment which have been given by the meeting.
(5) If the continuation of an adjourned meeting is to take place more than
14 days after it was adjourned, the company must give at least 7
clear days' notice of it (that is, excluding the day of the adjourned
meeting and the day on which the notice is given)—
(a) to the same persons to whom notice of the company's
general meetings is required to be given, and
(b) containing the same information which such notice is
required to contain.
(6) No business may be transacted at an adjourned general meeting
which could not properly have been transacted at the meeting if the
adjournment had not taken place.
Voting at general meetings
33. Voting: general
(1) Only full or honorary members and persons appointed as proxy
holders in accordance with these articles shall be entitled to vote at
general meetings.
(2) A resolution put to the vote of a general meeting must be decided on
a show of hands unless a poll is duly demanded in accordance with
the articles.
(3) Demand for a poll shall not prevent the continuance of the meeting
for the transaction of any business other than that upon which the
poll has been demanded or which the chairman considers may be
affected by the result of the poll.
(4) No poll shall be demanded on the appointment of a chairman of a
meeting or on any question of adjournment.
(5) If there is an equality of votes whether on a show of hands or on a poll
the chairman of the meeting shall be entitled to a second or casting
vote.
(6) Votes on a poll may be cast in person or by a proxy.
34. Voting by proxy
(1) A person present appointed as a proxy holder shall have one vote for
each of the full or honorary members for whom he is appointed proxy
and if he is a full or honorary member one vote for himself.
(2) Unless specified to the contrary the appointment of a proxy shall
entitle the proxy holder to demand or support the demand for a poll.
(3) A vote given in accordance with the terms of an instrument
appointing a proxy shall be valid notwithstanding the death of the
appointer or revocation of the proxy provided that no notice in writing
of such death or revocation has been received by the company at
least 24 hours before the time set for the commencement of the
meeting or its adjournment.
35. Errors and disputes
(1) No objection may be raised to the qualification of any person voting
at a general meeting except at the meeting or adjourned meeting at
which the vote objected to is tendered, and every vote not disallowed
at the meeting is valid.
(2) Any such objection must be referred to the chairman of the meeting
whose decision is final.
36. Poll votes
(1) A poll on a resolution may be demanded—
(a) in advance of the general meeting where it is to be put to
the vote, or
(b) at a general meeting, either before a show of hands on that
resolution or immediately after the result of a show of hands
on that resolution is declared.
(2) A poll may be demanded by—
(a) the chairman of the meeting;
(b) a committee member; or
(c) twenty or more persons present in person at the meeting or
represented by a proxy having the right to vote on the
resolution;
or
(3) A demand for a poll may be withdrawn if—
(a) the poll has not yet been taken, and
(b) the chairman of the meeting consents to the withdrawal.
(4) Polls must be taken immediately and in such manner as the chairman of
the meeting directs.
(5) The result of all poll votes must be declared before the close of the
meeting at which they were taken and such results shall be final and
binding on the company.
37. Content of proxy notices
(1) Proxies may only validly be appointed by a notice in writing delivered
in person by the member or by post or by email (a ‘proxy notice’)
which—
(a) states the name and address of the member entitled to vote
who is appointing the proxy;
(b) identifies the person appointed to be that member's proxy
and the general meeting in relation to which that person is
appointed;
(c) is signed by or on behalf of the member appointing the
proxy, or is authenticated in such manner as the committee
may determine; and
(d) is delivered to the company at such place as is instructed in
the notice of the meeting not less than 48 hours (as
specified by section 327 of the Companies Act 2006) prior to
the commencement time of the meeting for which the proxy
is issued in accordance with the articles and any instructions
contained in the notice of the general meeting to which they
relate.
(2) The company may require proxy notices to be delivered in a particular
form and may specify different forms for different purposes.
(3) Proxy notices may specify how the proxy appointed under them is to
vote (or that the proxy is to abstain from voting) on one or more
resolutions.
(4) Unless a proxy notice indicates otherwise, it must be treated as—
(a) 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.
38. Delivery of proxy notices
(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 company by or on behalf of
that person.
(2) An appointment under a proxy notice may be revoked by delivering to
the company a notice in writing given by or on behalf 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 appointer's behalf.
39. Amendments to resolutions
(1) An ordinary resolution to be proposed at a general meeting may be
amended by ordinary resolution if—
(a) notice of the proposed amendment is given to the company
in writing by a person entitled to vote at the general
meeting at which it is to be proposed not less than 48 hours
before the meeting is to take place (or such later time as the
chairman of the meeting may determine), and
(b) the proposed amendment does not, in the reasonable
opinion of the chairman of the meeting, materially alter the
scope of the resolution.
(2) A special resolution to be proposed at a general meeting may be
amended by ordinary resolution, if—
(a) the chairman of the meeting proposes the amendment at the
general meeting at which the resolution is to be proposed,
and
(b) the amendment does not go beyond what is necessary to
correct a grammatical or other non-substantive error in the
resolution.
(3) If the chairman of the meeting, acting in good faith, wrongly decides
that an amendment to a resolution is out of order, the chairman's
error does not invalidate the vote on that resolution.
Part 4 - Administrative arrangements
40. Means of communication to be used
(1) Subject to the articles anything sent or supplied by or to the company
under the articles may be sent or supplied in any way in which the
Companies Act 2006 provides for documents or information which are
authorised or required by any provision of that Act to be sent or
supplied by or to the company.
(2) At the discretion of the comm
ittee and subject to the articles any
notice or document to be sent or supplied to a committee member in
connection with the taking of decisions by the committee may also
be sent or supplied by the means by which that committee member
has asked to be sent or supplied with such notices or documents for
the time being.
(3) A committee member may agree with the company that notices or
documents sent to him in a particular way are to be deemed to have
been received within a specified time of their being sent, and for the
specified time to be less than 48 hours.
(4) Any notice served by post shall be deemed to have been served on
the day following that on which the notice is posted regardless of the
member’s address.
41. Account records
(1) At every annual general meeting the committee shall report the
income and expenditure of the company since the previous such
report and a balance sheet of the company at the end of the reported
period of income and expenditure giving a true and fair view of the
state of the company’s affairs. Unless the members have demanded
that the account records be subject to an audit in accordance with
section 476 of the Companies Act 2006 such report of income and
expenditure and balance sheet shall be subject to examination by the
independent financial examiner. The independent financial examiner
may appoint up to two members to assist him and he shall make
such enquiries and examine such records, items and documents as
he considers necessary and report thereon to the members at the
annual general meeting.
Such report may be made by means of a statement on the company’s
balance sheet.
(2) The committee shall keep proper books of account with respect to-
(a) all monies received and expended by the company and the
matters in respect of which they have taken place;
(b) all sales and purchases of goods by the company, and
(c) the assets and liabilities of the company.
(3) The books of account shall be kept at the registered office of the
company or subject to the Companies Act 2006 at such other place or
places as the committee shall decide.
(4) The books of account shall always be open to the inspection of any
committee member.
(5) Except as provided by law or authorised in writing by the committee
or an ordinary resolution of the company, no person is entitled to
inspect any of the company's accounting or other records or
documents merely by virtue of being a member.
Committee members’ and officials’ indemnity and insurance
42. Indemnity
(1) Subject to paragraph (2), a relevant committee member or official of
the company may be indemnified out of the company's assets
against—
(a) any liability incurred by that committee member or official in
connection with any negligence, default, breach of duty or breach of
trust in relation to the company, and
(b) any other liability incurred by that committee member or official as an
officer of the company.
(2) This article does not authorise any indemnity which would be
prohibited or rendered void by any provision of the Companies Acts
or by any other provision of law.
(3) In this article a ‘relevant committee member or official’ means any
committee member or official or former committee member or official
of the company.
43. Insurance
(1) The committee may decide to purchase and maintain insurance, at
the expense of the company, for the benefit of any relevant
committee member or official in respect of any relevant loss.
(2) In this article—
(a) a ‘relevant committee member or official’ means any
committee member or official or former committee member
or official of the company, and
(b) a ‘relevant loss’ means any loss or liability which has been or
may be incurred by a relevant committee member or official
in connection with that committee member’s or official’s
duties or powers in relation to the company.
44. Application of funds
The income and property of the company shall be applied solely to its object as
stated in the articles and no part thereof shall be paid transferred or declared
directly or indirectly by way of dividend bonus or otherwise to any member.
Provided nothing in this article shall prevent the payment in good faith to any
member for costs and expenses incurred in accordance with the articles.
45. Dissolution
If on the winding up or dissolution of the company, there remains after the
satisfaction of all its debts and liabilities any property whatsoever the same shall
not be paid to or distributed among the members of the company but shall be
given or transferred to some other institution or institutions having objects
similar to those of the company and whose constitution shall at all times prohibit
the distribution of its income and property amongst its members. The choice of
such institution or institutions shall be made at or before the time of dissolution
by ordinary resolution of the company at a general meeting but if it is not
possible to hold a quorate general meeting the committee members shall decide.
In so far as effect cannot be given to such provisions then to a charity.