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.