Company Number: 1778149
THE COMPANIES ACTS 1985 to 1989
Company Limited by Guarantee
and not having a Share Capital
Articles of Association
of
THE TERRENCE HIGGINS TRUST
(November 2015)
DEFINITIONS AND INTERPRETATION
1.1
In these Articles:
“the Act”
means the Companies Act 1985 as amended or extended by
any other enactment.
“Articles”
means these articles of association of the Company.
“Charity Member”
means a Charity Member of the Company as defined in
Article 6
“Company Member”
means a member of the Company as defined in Article 5
“Corporate Charity Member
means a Corporate Charity Member as defined in Article
6.5
“Individual Charity Member
means an Individual Charity Member as defined in Article
6.4
“Member”
means a Company Member and/or a Charity Member
“Membership Threshold”
means the number of Members required to call an
Extraordinary General Meeting as defined in Article 13.2
“Registration Form”
means the form of application for membership as a Charity
Member as approved by the Trustees from time to time.
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“Secretary”
means any person appointed by the Trustees to perform the
duties of the Secretary of the Company.
“Trustees”
means the directors of the Company who shall be the
charity trustees (and “trustees” shall have a corresponding
meaning).
“the United Kingdom”
1.2
Great Britain and Northern Ireland.
Expressions referring to writing must, unless the contrary intention appears, be construed
as including references to printing, lithography, photography and other modes of
representing or reproducing words in a visible form.
1.3
Unless the context otherwise requires words or expressions used in these Articles and
defined in the Act have the same meaning.
1.4
For the avoidance of doubt all words phrases and expressions in these Articles which
relate to or are derived from the Act including in particular specific kinds of meetings or
resolutions shall have the same meaning in these Articles where the context of these
Articles so permits provided that references which would otherwise relate to the
Company Members in the Act shall include Individual Charity Members for the purposes
of these Articles and provided further that nothing in these Articles shall prevent the
Company Members from exercising any rights they may have pursuant to the Act.
2.
The Company is established for the purposes set out in the Memorandum of Association.
VOLUNTEER GROUPS
3.
The Trustees must ensure that volunteers are enabled to perform any work of the
Company which it is suitable for volunteers to carry out. To achieve this the Company
must provide premises, supplies and services to support the work of volunteers.
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4.
The Trustees may make and change regulations for the conduct of volunteers and, in
particular, for the organisation of volunteers into volunteer groups.
The Trustees
conclusively determine the establishment, rules and dissolution of any volunteer group.
MEMBERS
5.
The members of the Company for the purposes of the Act shall be those persons who are
appointed or elected to be the Trustees of the Company pursuant to these Articles and
Trustees of the Company shall be admitted to membership on becoming a Trustee. For
the purposes of distinguishing such members from Charity Members as set out in Article
6 below, such members shall be herein referred to as Company Members.
CHARITY MEMBERS
6.1
The Company shall in addition to having Company Members as referred to in Article 5
also have “Charity Members” who shall not be members of the Company for the
purposes of the Act but who shall otherwise have all the rights set out in these Articles.
6.2
Charity Membership shall be open to any person who supports the Company’s objectives
as set out in the Company’s Memorandum and Articles of Association.
6.3
There shall be two categories of Charity Membership, namely, Individual Charity
Members and Corporate Charity Members.
6.4
Individual Charity Membership shall be open to any individual who fulfills the criteria
set out in Article 6.2.
6.5
Corporate Charity Membership shall be open to any corporate or other body or
organisation including unincorporated associations or any grouping of any such entities
which fulfills the criteria set out in Article 6.2.
6.6
For the avoidance of doubt any person may only be a Member of one category of either
Company Membership or Individual Charity Membership or Corporate Charity
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Membership and in the event of any dispute about whether a person can become a
Member or in which category that person falls the Trustees shall have the discretion to
determine the issue.
7
In respect of registering Charity Members of the Company: -
7.1
Anyone eligible to become a Charity Member of the Company under Article 6 must
submit a Registration Form to the Secretary for admission as a Charity Member. The
Registration Form must be signed by the applicant including indicating what category of
Charity Membership the applicant is applying for and countersigned by any employee of
the Company named by the Trustees for the purpose.
7.2
The Secretary must, by 30th September in every year or at such other times as the
Trustees decide, register as a Charity Member of the Company each eligible person for
whom a correctly completed Registration form in compliance with this Article is received
and whose admission as a Charity Member is approved by the Trustees or by one or more
Trustees appointed by the Trustees for that purpose.
On registration the applicant
becomes a Charity Member of the Company in the appropriate category as referred to in
Article 6.
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A Member ceases to be a Member of the Company:
8.1
on giving notice in writing to the Company that the Member resigns as a Member;
8.2
on a resolution of the Trustees, passed by at least two thirds of the Trustees present and
voting at a meeting of the Trustees, that the Member must be removed (but a Member can
only be removed for good reason and only after the Trustees have notified the Member in
writing and considered the matter in the light of any written representations which the
Member concerned puts forward within fourteen clear days after receiving notice);
8.3
on the Member dying, becoming bankrupt, or making an arrangement with the Member’s
creditors; or
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8.4
on the Member ceasing to qualify to be a Member as set out in these Articles of
Association.
REGISTER
9.
The Trustees must make sure that the following registers are kept at the Registered Office
of the Company:
9.1
a register of Company Members;
9.2
a register of the interests of the Trustees in debentures of the Company or its associated
companies and in the shares of its associated companies; and
9.3
any other register which the Company is required to keep at the Registered Office under
the Act.
10.
The Trustees must make sure that all registers kept under Article 9 are completed and
made available for inspection in accordance with the provisions of Section 325 and Part
XI of, and Part IV of Schedule 13 to, the Act.
GENERAL MEETINGS
11.
The Company must in each year hold a general meeting as its Annual General Meeting in
addition to any other meetings in that year and must specify the meeting as such in the
notice calling it. The period between the date of one Annual General Meeting of the
Company and that of the next must not be more than fifteen months. The Annual
General meeting must be held at the time and place which the Trustees decide.
12.
All general meetings apart from Annual General Meetings are called Extraordinary
General Meetings.
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13.1
The Trustees may call an Extraordinary General Meeting at any time.
13.2
Extraordinary General Meetings must also be called within 21 days of a written request
being received by a minimum of 50 Members of the Company or a number equal to 5%
of the membership if greater (the Membership Threshold) and be held on a date not more
than 28 days after the date of the notice of meeting. If the Trustees fail to call a meeting
within 21 days, an Extraordinary General Meeting may be called by at least one half
those who made the written request for the meeting.
13.3
If there are not enough Trustees in the United Kingdom to form a quorum, any Trustee or
any two Members of the Company may call an Extraordinary General Meeting in the
same manner, or as similar as possible, as that in which meetings may be called by the
Trustees.
13.4
The number of Members required to call an Extraordinary General Meeting under Article
13.2 shall be known as the Membership Threshold. The Membership Threshold shall be
published alongside the notice for the Annual General Meeting, and shall be current from
the date of the Annual General Meeting advertised in the notice to the following Annual
General Meeting.
NOTICE OF GENERAL MEETINGS
14.1
An Annual General Meeting and a meeting called for the passing of a special resolution
must be called by at least twenty-one days’ written notice. All other Extraordinary
General Meetings of the Company must be called by at least fourteen days’ written notice
but a general meeting may be called by shorter notice if agreed:
14.1.1
in the case of an Annual General Meeting, by all the Members entitled to attend
and vote; and
14.1.2
in the case of any other meeting, by at least 50 Members, or a number equal to
5% of the membership if greater, having a right to attend and vote at the
meeting.
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14.2
The period of notice does not include the day on which it is served (or treated as served)
or the day on which the meeting is to be held and the notice must give the place, the day
and the hour of the meeting and, in the case of special business, the general nature of that
business.
14.3
The notice must be given to all Members except those Members who (having no
registered address within the United Kingdom) have not given to the Company an
address within the United Kingdom at which notices may be given to them. The notice
must also be given to the auditors of the Company. No other person is entitled to receive
notice of general meetings.
14.4
The accidental failure to give notice of a meeting to, or the non-receipt of notice of a
meeting by, any person entitled to receive notice does not invalidate the proceedings at
that meeting.
PROCEEDINGS AT GENERAL MEETINGS
15.
All business is to be treated as special business that is transacted at an Extraordinary
General Meeting and at an Annual General Meeting, except for the consideration of
accounts, balance sheets, and the reports of the Trustees and Auditors and the
appointment and fixing of the remuneration of the Auditors.
16.
No business can be transacted at any general meeting unless a quorum of Members is
present when the meeting begins. Subject to Article 17, ten Members present in person is
a quorum.
17.
If within half an hour after the time for the meeting to begin a quorum is not present, the
meeting, if called on the written request of 25 Members, shall be dissolved; in any other
case, it shall be adjourned to the same day in the next week, at the same time and place,
or to such other day and at such other time and place as the Trustees decide. If at the
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adjourned meeting there are not 10 Members present in person within half an hour after
the time for the meeting to begin, the Members present are to be treated as the quorum.
18.
The Chair, if any, of the Trustees, will be chair at every general meeting of the Company.
If there is no such chair, or if the Chair is not present within fifteen minutes after the time
for the meeting to begin or is unwilling to act, the Deputy Chair, if any, of the Trustees
will be chair. If there is no Deputy Chair or the Deputy Chair is not present or is
unwilling to act, the Trustees at the meeting must choose some other Trustee to be chair
of the meeting.
19.
The Chair, may with the consent of any meeting at which a quorum is present (and must
if so directed by the meeting) adjourn the meeting. No business can be transacted at any
adjourned meeting except the business left unfinished at the meeting from which the
adjournment took place. When a meeting is adjourned for thirty days or more, notice of
the adjourned meeting must be given as in the case of an original meeting, but otherwise
it is not necessary to give any notice of an adjournment or of the business which will be
transacted at an adjourned meeting.
20.
At any general meeting, a resolution put to the vote of the meeting will be decided on a
show of hands of those entitled to vote unless a poll is demanded (which may be before
or on the declaration of the result of the show of hands) by:
20.1
the Chair of the meeting; or
20.2
at least 25 Members present in person or by proxy at the meeting. The demand for a poll
may be withdrawn.
Unless a poll is demanded, a declaration by the chair that a resolution has on a show of
hands been carried or carried unanimously, or by a particular majority, or lost, and an
entry to that effect in the book containing the minutes of proceedings of the Company is
conclusive evidence of the fact without proof of the number or proportion of the votes
recorded in favour of or against the resolution. The demand for a poll may be withdrawn.
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21.
Subject to Article 23, if a poll is properly demanded, it must be taken as the chair decides
and the result of the poll is to be treated as the resolution of the meeting at which the poll
was demanded.
22.
In the case of an equality of votes, on a show of hands or on a poll, the chair of the
meeting has a second or casting vote.
23.
A poll demanded by the Chair or on a question of adjournment must be taken
immediately. A poll demanded on any other question must be taken at the time the chair
of the meeting decides, and any business except that on which a poll has been demanded
can be dealt with before the poll is taken.
24.
Subject to the provisions of the Act, a resolution in writing signed by all the Members of
the Company entitled to receive notice of and to attend and vote at general meetings is as
valid as if it has been passed at a general meeting of the Company.
25.
If at any general meeting any votes are counted which should not have been counted, or
might have been rejected, the error does not make the result of the voting invalid unless it
is pointed out at the same meeting, and, in the opinion of the chair of the meeting, is
sufficiently substantial that it invalidates the result of the voting.
VOTE OF MEMBERS
26.
Every Member has one vote except Corporate Charity Members which shall not have a
vote and which may attend General Meetings through a representative as observers only.
For the avoidance of doubt Corporate Charity Members shall not be relevant to or taken
into account for the purposes of assessing whether any resolution of the Members has the
required number of votes including ordinary and special resolutions.
27.
On a poll votes may be given either personally or by proxy.
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28.
The document appointing a proxy must be in writing signed either by the Member
appointing the proxy or by an attorney who has written authority. A proxy need not be a
Member of the Company.
29.
The document appointing a proxy, and the power of attorney or other authority (if any)
under which it is signed or a notarially certified copy of that power or authority, must be
deposited at the registered office of the Company or at a place in the United Kingdom
specified for that purpose in the notice calling the meeting at least forty eight hours
before the time of holding the meeting or adjourned meeting or, in case of a poll, at least
twenty-four hours before the time set for the taking of the poll. If it is not, the proxy
document is not valid.
30.
A document appointing a proxy must be in the following form or a form as similar to it as
possible:
THE TERRENCE HIGGINS TRUST
FORM OF PROXY
I,
of
Being a Member of the above-named Company (and not being a Corporate Charity
Member) hereby appoint the Chair of the Meeting *[
Of
Or
failing
that
person
……………………………………………..
of
…………………………………………………………………]
As my proxy to vote for me at the Annual (or Extraordinary, as the case may be) General
Meeting of the Company to be held on
1200[ ]
and at every
adjournment of that Meeting.
This proxy is to be used in respect of the resolutions specified in the Notice convening
the Meeting as follows:
Resolution 1
FOR/AGAINST/MY PROXY WILL DECIDE HOW TO
VOTE**
Etc.
10
Signed this
*
day of
20[ ]
if you want to appoint the Chair as your proxy, please strike out the words inside
the square brackets. If not, please strike out “the Chair of the Meeting” and insert
details of the proxy inside the square brackets.
**
31.
please strike out whichever of these three options is not desired.
The instrument appointing a proxy is to be treated as giving authority to demand or join
in demanding a poll.
TRUSTEES
32.
The number of Trustees must not be less than 6 nor more than 12.
33.
Subject to Article 53, the majority of the Trustees must be elected by the Members (“the
Elected Trustees”) and the remainder must be appointed by the Trustees under the
provisions of Articles 51 and 52 (“the Appointed Trustees”);
POWERS AND DUTIES OF TRUSTEES
34.
Subject to the provisions of the Act, to these Articles and to any regulations consistent
with the provisions of the Act made by the Company in general meeting, the business of
the Company is managed by the Trustees who may exercise any powers of the Company
which must not, by the Act or by these Articles, be exercised by the Company in general
meeting. No regulation made by the Company in general meeting invalidates any act
carried out by the Trustees before the regulation was made, if that act was valid when it
was carried out. The Trustees have power to make rules and bye-laws as they wish to
further the objects of the Company and, in particular, for regulating the use by Members
and others of any property of the Company.
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35.
All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments,
and all receipts for money paid to the Company must be signed, drawn, accepted,
endorsed, or otherwise executed in the way that the Trustees decide from time to time by
resolution.
36.
The Trustees must make sure that minutes are made of all appointments of officers made
by them, of the names of all the Trustees present at each meeting of the Trustees and of
any committee of the Trustees, and of all resolutions and proceedings at all meetings of
the Company or the Trustees and of committees of the Trustees. Any minutes signed by
the chair of such a meeting or by the chair of the next meeting are sufficient evidence of
the facts set out in the minutes.
37.
The Trustees may act even if there is a vacancy in their number but if the number of
Trustees is less than six they may only act as Trustees to admit people as Members of the
Company, fill vacancies in the board of Trustees or call a general meeting.
APPOINTMENT AND RETIREMENT OF TRUSTEES
38.
The Elected and Appointed Trustees hold office from the end of the Annual General
Meeting which either follows their election or appointment or from which their
appointment takes effect until the end of the Annual General Meeting in their third year
of office, except for an Elected or Appointed Trustee elected or appointed under these
Articles to fill a vacancy left by a Trustee retiring early, who only holds office for the
unexpired term of the retiring Trustee.
39.
No one may be appointed as a Trustee:
39.1
unless the person is at least eighteen years old; or
39.2
if the person would have been disqualified from acting under the provisions of Article 54,
had that person already been a Trustee; or
39.3
unless the person is able, because of their personal or vocational qualifications, to make a
contribution to promoting the objects or to the management of the Company; or
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39.4
unless, in the case of Appointed Trustees, he has been recommended by the Shortlisting
Committee as satisfying the requirements of the Trustee person specification and
fulfilling the Trustee job description each as agreed by the Trustees from time to time; or
39.5
unless, in the case of Elected Trustee, the Shortlisting Committee determines that the
person satisfies the requirements of the Trustee person specification agreed by the
Trustees from time to time; or
39.6
if less than one year has elapsed since the person was employed by the Company.
40.
A retiring Trustee shall be eligible for re-election or re-appointment. At least three (3)
years must elapse before a retiring Trustee who has served nine (9) consecutive years in
office may be re-elected or re-appointed.
41.
No Trustee shall vacate office or be ineligible for election or appointment as a Trustee by
reason only of having attained any particular age.
THE SHORTLISTING COMMITTEE
42.
The Trustees must establish a committee (the “Shortlisting Committee”) whose members
are the Chair, the Deputy Chair, one other Trustee nominated by the Trustees (“the
Nominated Trustee”) and two other members (who must not be Trustees).
The
Shortlisting Committee must include at least one person living with HIV and one person
with experience and expertise in relation to human resources.
43.
Any Chair, Deputy Chair or Nominated Trustee who puts themselves forward to be reelected or re-appointed in any election or appointment must not serve on the Shortlisting
Committee and the Trustees must nominate another Trustee or Trustees in their place.
44.
The Chair of Trustees (or, if not serving on the Committee, then the Deputy Chair) chairs
the Shortlisting Committee or, if the Deputy Chair is not serving on the Committee, it is
chaired by a Trustee nominated by the Trustees.
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45.
The Shortlisting Committee assists the Trustees in such manner as the Trustees decide:
45.1
to identify the skills required amongst Members of the board of Trustees and the existing
and potential deficits in such skills amongst the Trustees;
45.2
to advertise for new Trustees;
45.3
to assess which candidates for new Trustees have one or more of the skills identified as a
current or future deficit in the skills of the Trustees and satisfy the requirements of the
Trustee person specification agreed by the Trustees from time to time.
45.4
to shortlist and interview potential candidates; and
45.5
to carry out such other functions as the Trustees shall decide.
In identifying the skills which should be represented amongst the Trustees, the Trustees
and the Shortlisting Committee must take into account the importance of having
knowledge of being a volunteer for the Company.
46.
The Trustees must establish procedures for regulating the proceedings of the Shortlisting
Committee and in particular must make sure that no member of the Shortlisting
Committee has any influence over their own candidature as a Trustee.
ELECTED TRUSTEES
47.
Elected Trustees are elected either by secret ballot to be held at the Annual General
Meeting or by secret postal ballot to be held no less than two nor more than five weeks
before the date decided for holding the Annual General Meeting.
48.
Ballot papers in a form approved by the Trustees shall be sent to each Member (other
than Corporate Charity Members) with the notice of the Annual General Meeting. Such
ballot papers must give biographical details of all candidates, together with details of
those skills which are not represented amongst the Trustees and those which the Trustees
have decided need to be so represented (disregarding the skills of any retiring Trustees)
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and shall, if the Trustees so resolve, identify which, if any, of the candidates are
recommended by the Trustees.
49.
The accidental failure to send a ballot paper to, or the non-receipt of a ballot paper by,
any Member does not invalidate an election. The ballot papers relating to the election of
Elected Trustees shall be returned to the Secretary at the Registered Office or such other
place within the United Kingdom as is specified for that purpose on the ballot paper not
later than forty eight hours before the time stated in the notice of the Annual General
Meeting and, if not returned within the time stated, the ballot paper is not valid.
50.
Elections for Elected Trustees must be conducted in accordance with the process known
as the single transferable vote, as described in the leaflet “How to Conduct a Election by
the Single Transferable Vote (1997 Edition)” published by the Electoral Reform Society
or any subsequent re-print or revision of that edition. The Secretary acts as the returning
officer. The Trustees may make regulations concerning elections of Elected Trustees and
such regulations may give the Trustees power to disqualify a candidate from being
elected where there has been a breach of the regulations in relation to that candidate.
APPOINTED TRUSTEES
51.
Appointed Trustees are appointed by the Board, taking into account any existing or
potential deficit in skills identified by the Shortlisting Committee pursuant to Article 45
and the need to implement the Company’s equal opportunities policy.
52.
The Board must determine the appointment of the Appointed Trustees prior to or as soon
as reasonably possible after any Annual General meeting at which existing Appointed
Trustee will retire.
53.1
The Trustees may co-opt a suitable person to be a Trustee (“A Co-opted Trustee”) to fill
any vacancy on the board of Trustees. In selecting a person as a Co-opted Trustee, the
Trustees must consider whether, in the opinion of the Shortlisting Committee, the person
satisfies the Trustee person specification. Unless he or she resigns earlier, a Co-opted
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Trustee holds office only until the Annual General Meeting following their co-option and
vacates office at the end of that Meeting unless re-elected or re-appointed.
53.2
In the event that an Elected Trustee or an Appointed Trustee for any reason ceases to hold
office before the end of their usual term of office, the Trustees are under no obligation to
appoint a Co-opted Trustee in their place.
DISQUALIFICATION OF TRUSTEES
54.
The term of office of a Trustee is required to end if a Trustee:
54.1. is disqualified under the Charities Act 1993 from acting as a charity trustee; or
54.2
has a receiving order made against him or her; or
54.2.1
is, or may be, suffering from mental disorder and either
54.2.2
is admitted to hospital following a successful application for admission to
treatment under the Mental Health Act 1983 or, in Scotland, for admission
under the Mental Health (Scotland) Act 1960; or
54.2.3
an order is made by a court with jurisdiction in matters concerning mental
disorder for the Trustee’s detention or for the appointment of a receiver, curator
bonis or other person to exercise powers with respect to the Trustee’s property
or affairs; or
54.3
resigns office by written notice to the Company; or
54.4
is removed from office by a resolution passed under Sections 303 and 304 of the Act; or
by a resolution of the Members; or
54.5
is removed from office by a resolution passed by all the other Trustees; or
54.6
is directly or indirectly interested in any contract with the Company and fails to declare
the nature of the interest in the manner required by Section 317 of the Act; or
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54.7
becomes an employee of the Company.
55.
55.1
CONFLICTS OF INTEREST
To the extent required by law every Trustee shall fully disclose to the Board the
circumstances giving rise to any conflict or potential conflict including any direct or
indirect interest in a proposed or existing transaction.
55.2
Where the duty of a Trustee to avoid a situation in which he has or can have a direct or
indirect interest or duty that conflicts or possibly may conflict with the interests of the
Charity including a wish or duty to exploit any property, information or opportunity (as
specified by section 175(1) of the Companies Act 2006) would otherwise be infringed
in relation to a particular situation, transaction or arrangement, the duty is not infringed
if the procedure set out below is followed:
55.2.1
the matter in relation to which that duty exists has been proposed to the
Trustees at a meeting of the Trustees and has been authorised by them; and
55.2.2
any requirement as to the quorum of such meeting is met without counting the
Trustee in question, or any other interested Trustee, subject to Articles 55.3 and
55.4; and
55.2.3
the matter was agreed to without any such Trustee voting, or would have been
agreed to if the vote of any such Trustee had not been counted, subject to
Articles 55.3 and 55.4.
55.3
In such a conflict of interest situation (including any authorisation of non-disclosure of
information), where there are insufficient unconflicted Trustees present at the meeting
to constitute a quorum, the unconflicted Trustees present shall be deemed to constitute a
quorum for the purposes of authorising the conflict under Article 55.2 and the manner
of dealing with the conflict, provided that:
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55.3.1
they may only give such authorisation where they are satisfied that the
conflicted Trustee or Trustees will not receive any direct or indirect benefit
other than one permitted by these Articles; and
55.3.2
the total number of Trustees at the meeting (whether conflicted or unconflicted)
is equal to or higher than the quorum of the Board.
55.4
In the event that all of the Trustees present at the Board meeting are conflicted in
respect of a particular conflict of interest situation, the conflicted Trustees present at a
meeting may authorise the conflict and the manner of dealing with the conflict and shall
constitute a quorum for the purposes of such authorisation, provided that they satisfy the
requirements set out in Article 55.3.1 and 55.3.2 above.
55.5
The duty to deal with conflicts referred to in Article 55.2 applies in the case of the
exploitation of property, information or opportunity even if the Charity is not taking, or
could not take, advantage of the opportunity.
55.6
The Trustees shall observe the other duties and rules in the Act, and such other rules as
the Board adopts, as to the management of conflicts of duty or interest.
55.7
The Board may authorise a Trustee not to disclose to the Board certain confidential
information relating to a conflict of interest by passing a resolution in accordance with
this Article but the resolution may not authorise the withholding of information where
it relates to a Trustee’s direct or indirect personal benefit.
55.8
Nothing contained in this Article shall authorise a Trustee to receive any benefit not
permitted elsewhere in these Articles.
REMOVAL OF TRUSTEES
56.
The Company may by ordinary resolution of the Members who are entitled to vote, of
which special notice has been given in accordance with Section 379 of the Act, remove
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any Trustee before the end of that Trustee’s period of office regardless of anything to the
contrary in these Articles or in any agreement between the Company and such Trustee.
57.
The Company in general meeting may appoint any person to be a Trustee to fill a casual
vacancy but only if the Trustees fail to exercise their powers under Article 53 for one
month after the number of Trustees has fallen below six. The person appointed to fill
such a vacancy holds office until the end of the Annual General Meeting following the
person’s appointment.
PROCEEDINGS OF TRUSTEES
58.
The Trustees may meet together for their business, adjourn, and otherwise regulate their
meetings, as they think fit. Every issue is decided by a majority of votes, except where
these Articles specify otherwise. In the case of an equality of votes, the Chair shall have
a second or casting vote. A Trustee may, and the Secretary on the request of a Trustee
must, at any time summon a meeting of the Trustees. It is not necessary to give notice of
a meeting of Trustees to any Trustee who is absent from the United Kingdom. The
quorum necessary for the transaction of business of the Trustees is four or a majority of
the Trustees, whichever is the greater number.
59.
The Trustees may elect a Chair and Deputy Chair of their meetings and determine the
period of office; but, if no such Chair is elected, or if at any meeting the Chair is not
present within five minutes after the time appointed for holding the meeting, the Deputy
Chair chairs the meeting or if no Deputy Chair is elected, or if the Deputy Chair is not
present within five minutes after the appointed time for holding the meeting, the Trustees
present may choose one of their own number to be chair of the meeting.
60.
A meeting of the Trustees at which a quorum is present, may exercise all the authorities,
powers and discretion’s given to the Trustees by or under these Articles or any
regulations made under them.
61.
The Trustees may delegate any of their powers to committees consisting of such persons
as the Trustees think fit. At least one member of each committee must be a Trustee but
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not all members need to be Trustees.
Any such committee must, in exercising its
delegated powers, conform to any regulations imposed on it by the Trustees. All acts and
proceedings of such committees must be reported in due course to the full body of
Trustees.
62.
A committee may elect a chair of its meetings. If no such chair is elected, or if at any
meeting the chair is not present within five minutes after the time appointed for holding
the meeting, the members present may choose one of their number to be chair of the
meeting.
63.
A committee may meet and adjourn as it thinks fit. Every issue may be determined by a
majority of votes. A committee may transact business even if no Trustees are present at a
meeting.
64.
All acts done by the Trustees or a committee of Trustees or by any person acting as a
Trustee are as valid as if every such person had been properly appointed and was
qualified to be a Trustee even if it is afterwards discovered that there was some defect in
the appointment of any such person or that they or any of them were disqualified.
65.
A resolution in writing, signed by all the Trustees entitled to receive notice of a meeting
of Trustees, is as valid as if it had been passed at a meeting of the Trustees duly called
and held.
THE SECRETARY
66.
The Secretary, is appointed by the Trustees for such term, at such remuneration and upon
such conditions as they think fit. The Trustees may remove the Secretary from office at
any time.
BORROWING POWERS
67.
The Trustees may exercise all the powers of the Company to borrow money, and to
mortgage or charge its undertakings and property, or any part of them, and to issue
debentures, debenture stock and other securities, whether outright or as security for any
debt, liability or obligation of the Company or of any third party.
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FINANCIAL CONTROLS
68.
The Trustees must make sure that proper books of account are kept in accordance with
the provisions of Sections 221 and 222 of the Act with respect to:
All sums of money received and spent by the Company;
The assets and liabilities of the Company; and
All matters which must, under the Act, be shown in the accounts of the Company.
Only such books of account as are necessary to give a true and fair view of the state of
the Company’s affairs and to explain its transactions are to be treated as proper books of
account.
69.
The books of account must be kept at the registered office of the Company, or, subject to
Section 222 of the Act at such other place or places as the Trustees think fit, and must
always be available for inspection by the Trustees.
70.
The Trustees can decide whether and to what extent and at what times and places and
under what conditions or regulations the accounts and books of the Company are to be
available for inspection by Members who are not Trustees. No Member who is not a
Trustee has any right to inspect any account or book or document of the Company unless
authorised by Statue or by the Trustees or by the Company in general meeting.
71.
The Trustees must make sure that profit and loss accounts, balance sheets and Trustees’
reports as provided for the Act are prepared and laid before the Company in General
Meeting.
72.
A copy of every balance sheet (including every document required by law to be annexed
to it) which must be laid before the Company in general meeting, together with a copy of
the Auditor’s report, must not less than twenty-one days before the date of the meeting be
sent to every Member of, and every holder of debentures of, the Company, but this
Article does not require a copy of those documents to be sent to any person of whose
address the Company is not aware.
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AUDIT
73.
Auditors must be appointed and their duties regulated in accordance with Chapter V of
Part IX of the Act and Part 11 of the Companies Act 1989.
NOTICES
74.
Subject to Article 75, a notice may be given by the Company to any Member either
personally, or by sending it by post to the Member at the Member’s registered address, or
(if the Member has no registered address within the United Kingdom) to the address, if
any, within the United Kingdom given by the Member to the Company for giving notice
to the Member (with the consent of the Member), electronically to the email address
provided by the Member when giving consent or as subsequently updated by the
Member. Where a notice is being sent by post, the notice is to be treated as having been
received 24 hours after a properly addressed and pre-paid letter containing the notice is
posted. Where a notice is sent by email, the notice is to be treated as having been
received 24 hours after the email was sent by the company.
75.
If the Members of the Company in general meeting resolve that notice must be given in a
way other than that set out in Article74, notice must be given in the way decided by the
Members in the meeting.
DISSOLUTION
76.
The provisions of Clause 7 of the Memorandum of Association of the Company are to be
treated as being repeated in this Article 76.
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