Articles of Association
NOTE
1. The regulations contained in Table C in the Companies (Tables A to F)
Regulations 1985, as may be amended or re-enacted, shall not apply to the
Company.
GENERAL STRUCTURE
2. The structure of the company consists of:-
(a) the MEMBERS – who have the right to attend the annual general
meeting (and any extraordinary general meeting) and have important
powers under the articles of association and the Companies Acts; in
particular, the members elect people to serve as directors and take
decisions in relation to changes to the articles themselves
(b) the DIRECTORS – who hold regular meetings during the period
between annual general meetings, and generally control and supervise
the activities of the company; in particular, the directors are responsible
for monitoring the ?nancial position of the company
MEMBERS
Quali?cations for membership
3. The members of the company shall consist of the subscribers to the
memorandum of association and such other persons as are admitted to
membership under articles 4 to 9.
4. Membership shall (subject to articles 5 and 
be open to any person aged
18 years or over who:
(a) is ordinarily resident in the Community (as de?ned in the
memorandum of association of the company);
(b) is entitled to vote at a local government election in a polling district
that includes the Community or part of it; and
(c) supports the aims and activities of the company;
an individual, once admitted to membership, shall cease to be a member if
he/she ceases to be eligible for membership in terms of this article 4.
5. Employees of the company shall not be eligible for membership; a person
who becomes an employee of the company after admission to membership
shall automatically cease to be a member.
Application for membership
6. Any person who wishes to become a member must sign, and lodge with the
company, a written application for membership; the application must be
accompanied by a remittance to meet the annual membership subscription.
7. The directors may, at their discretion, refuse to admit any person to
membership.
8. The directors shall consider each application for membership at the ?rst
directors? meeting which is held after receipt of the application.
9. The directors shall, within a reasonable time after a meeting of the directors
at which an application for membership is considered, notify the applicant of
their decision on the application; if the decision was to refuse admission, the
directors shall return to the applicant the remittance lodged by him/her under
article 6.
Minimum number of members
10. The minimum number of members is 20; in the event that the number of
members falls below 20, the directors may not conduct any business other
than to ensure the admission of suf?cient members to achieve the minimum
number.
11. For the avoidance doubt, no person may be a member of the company
unless they are an individual eligible under article 4 (individuals ordinarily
resident in the Community).
Membership subscription
12. Members shall require to pay an annual membership subscription; unless
and until otherwise determined by ordinary resolution, the amount of the
annual membership subscription shall be £1.
13. The annual membership subscriptions shall be payable on or before the
end of March in each year.
14. The members may vary the amount of the annual membership
subscription and/or the date on which it falls due in each year, by way of an
ordinary resolution to that effect passed at an annual general meeting.
15. If the membership subscription payable by any member remains
outstanding more than four weeks after the date on which it fell due (and
providing he/she has been given at least one written reminder) the directors
may, by resolution to that effect, expel him/her from membership.
16. A person who ceases (for whatever reason) to be a member shall not be
entitled to any refund of the membership subscription.
Register of members
17. The directors shall maintain a register of members, setting out the full
name and address of each member, the date on which he/she was admitted
to membership, and the date on which any person ceased to be a member.
Withdrawal from membership
18. Any person who wishes to withdraw from membership shall sign, and
lodge with the company, a written notice to that effect; on receipt of the notice
by the company, he/she shall cease to be a member.
Expulsion from membership
19. Any person may be expelled from membership by special resolution (see
article 32), providing the following procedures have been observed:-
(a) at least 21 days? notice of the intention to propose the resolution
must be given to the member concerned, specifying the grounds for the
proposed expulsion
(b) the member concerned shall be entitled to be heard on the
resolution at the general meeting at which the resolution is proposed.
Termination/transfer
20. Membership shall cease on death.
21. A member may not transfer his/her membership to any other person.
GENERAL MEETINGS (Meetings of members)
22. The directors shall convene an annual general meeting in each year (but
excluding the year in which the company is formed); the ?rst annual general
meeting shall be held not later than 18 months after the date of incorporation
of the company.
23. Not more than 15 months shall elapse between one annual general
meeting and the next.
24. The business of each annual general meeting shall include:-
(a) a report by the chair on the activities of the company
(b) consideration of the annual accounts of the company
(c) the election/re-election of directors, as referred to in articles 53
to 58.
25. The directors may convene an extraordinary general meeting at any time.
26. The directors must convene an extraordinary general meeting if there is a
valid requisition by members (under section 303 of the 2006 Act) or a
requisition by a resigning auditor (under section 392A of the 1985 Act (for so
long as it is in force) or section 518 of the 2006 Act)
Notice of general meetings
27. At least 14 clear days? notice must be given to all the members and
directors of an annual general meeting or extraordinary general meeting.
28. The reference to “clear days” in article 27 shall be taken to mean that, in
calculating the period of notice, the day after the notice is posted, and also the
day of the meeting, should be excluded.
29. A notice calling a meeting shall specify the time and place of the meeting;
it shall (a) indicate the general nature of the business to be dealt with at the
meeting (b) if a special resolution (see article 32) (or a resolution requiring
special notice under the Companies Acts) is to be proposed, shall also state
that fact, giving the exact terms of the resolution and (c) contain a statement
informing members of their right to appoint a proxy.
30.A notice convening an annual general meeting shall specify that the
meeting is to be an annual general meeting; any other general meeting
shall be called an extraordinary general meeting.
31.Notice of every general meeting shall be given
(a)in hard copy form
(b)where the individual to whom notice is given has noti?ed the
company of an address to be used for the purpose of electronic
communication in electronic form; or
(c) subject to the company notifying members of the presence of the
notice on the website, and complying with the other requirements of
section 309 of the 2006 Act by means of a website.
Special resolutions and ordinary resolutions
32. For the purposes of these articles, a “special resolution” means a
resolution passed by 75% or more of the votes cast on the resolution at an
annual general meeting or extraordinary general meeting, providing proper
notice of the meeting and of the intention to propose the resolution has been
given in accordance with articles 27 to 31; for the avoidance of doubt, the
reference to a 75% majority relates only to the number of votes cast in favour
of the resolution as compared with the number of votes cast against the
resolution, and accordingly no account shall be taken of abstentions or
members absent from the meeting.
33. In addition to the matters expressly referred to elsewhere in these articles,
the provisions of the Companies Acts allow the company, by special
resolution:
(a) to alter its name
(b) to alter its memorandum of association with respect to the
company?s objects
(c) to alter any provision of these articles or adopt new articles.
34. For the purposes of these articles, an “ordinary resolution” means a
resolution passed by majority vote (taking account only of those votes cast in
favour as compared with those votes against, and (as applicable) the
chairperson?s casting vote), at an annual general meeting or extraordinary
general meeting, providing proper notice of the meeting has been given in
accordance with articles 27 to 31.
Procedure at general meetings
35. No business shall be dealt with at any general meeting unless a quorum is
present; the quorum for a general meeting shall be 10 persons entitled to
vote, each being a member or a proxy for a member.
36. If a quorum is not present within 15 minutes after the time at which a
general meeting was due to commence - or if, during a meeting, a quorum
ceases to be present - the meeting shall stand adjourned to such time and
place as may be ?xed by the chairperson of the meeting.
37. The chair of the company shall (if present and willing to act as
chairperson) preside as chairperson of each general meeting; if the chair is
not present and willing to act as chairperson within 15 minutes after the time
at which the meeting was due to commence, the directors present at the
meeting shall elect from among themselves the person who will act as
chairperson of that meeting.
38. The chairperson of a general meeting may, with the consent of the
meeting, adjourn the meeting to such time and place as the chairperson may
determine.
39. Every member shall have one vote, which (whether on a show of hands or
on a secret ballot) may be given either personally or by proxy.
40. A member who wishes to appoint a proxy to vote on his/her behalf at any
meeting:
(a) shall lodge with the company, at the company?s registered of?ce, a
written instrument of proxy (in such form as the directors require),
signed by him/her; or
(b)shall send a member;
(c) and shall not be entitled to appoint more than one proxy to attend
the same meeting.
41. A proxy need not be a member of the company.
42. A proxy appointed to attend and vote at any meeting instead of a member
shall have the same right as the member who appointed him/her to speak at
the meeting.
43. If there is an equal number of votes for and against any resolution, the
chairperson of the meeting shall (subject to article 42) be entitled to a casting
vote.
44. The chairperson of the meeting shall not be entitled to a casting vote
unless he/she is a member of the company eligible under article 3 (individuals
ordinarily resident in the Community)
45. A resolution put to the vote at a general meeting shall be decided on a
show of hands unless a secret ballot is demanded by the chairperson (or by at
least two persons present at the meeting and entitled to vote, whether as
members or as proxies for members); a secret ballot may be demanded either
before the show of hands takes place, or immediately after the result of the
show of hands is declared.
46. If a secret ballot is demanded, it shall be taken at the meeting and shall be
conducted in such a manner as the chairperson may direct; the result of the
ballot shall be declared at the meeting at which the ballot was demanded.
DIRECTORS
Categories of director
47. For the purposes of these articles:
(a) “Member Director” means a director (drawn from the membership of
the company) appointed under articles 52 to 57
(b) “Co-opted Director” means a (non-member) director appointed or
re-appointed by the directors under articles 58 and 59.
Maximum/minimum number of directors
48. The maximum number of directors shall be 12; out of that number, no
more than 9 shall be Member Directors and no more than 3 shall be Co-opted
Directors.
49. The minimum number of directors shall be 6 of whom a majority must be
Member Directors.
Eligibility
50. A person shall not be eligible for election/appointment as a Member
Director unless he/she is a member of the company; a person appointed as a
Co-opted Director need not, however, be a member of the company.
51. A person shall not be eligible for election/appointment as a director if he/
she is an employee of the company.
Election, Retiral, Re-election: Member Directors
52. At each annual general meeting, the members may (subject to article 48)
elect any member (providing he/she is willing to act) to be a director (a
“Member Director”)
53. The directors may (subject to article 48) at any time appoint any member
(providing he/she is willing to act) to be a director (a “Member Director”).
54. At the ?rst annual general meeting, one third (to the nearest round
number) of the Member Directors shall retire from of?ce; the question of which
of them is to retire shall be determined by some random method.
55. At each annual general meeting (other than the ?rst):
(a) any Member Director appointed under article 53 during the period
since the preceding annual general meeting shall retire from of?ce
(b) out of the remaining Member Directors, one third (to the nearest
round number) shall retire from of?ce.
56. The directors to retire under paragraph (b) of article 55 shall be those who
have been longest in of?ce since they were last elected or re-elected; as
between persons who were last elected/re-elected on the same date, the
question of which of them is to retire shall be determined by some random
method.
57. A director who retires from of?ce under article 54 or 55 shall be eligible for
re-election.
Appointment/re-appointment: Co-opted Directors
58. In addition to their powers under article 53, the directors may (subject to
article 48) at any time appoint any non-member of the company (providing he/
she is willing to act) to be a director (a “Co-opted Director”).
59. At each annual general meeting, all of the Co-opted Directors shall retire
from of?ce – but shall then be eligible for re-appointment under article 58.
Termination of of?ce
60. A director shall automatically vacate of?ce if:
(a) he/she ceases to be a director through the operation of any
provision of the Companies Acts or becomes prohibited by law from
being a director
(b) he/she becomes debarred under any statutory provision from being
a charity trustee
(c) he/she becomes incapable for medical reasons of ful?lling the
duties of his/her of?ce and such incapacity is expected to continue for a
period of more than six months
(d) (in the case of a Member Director) he/she ceases to be a member
of the company
(e) he/she becomes an employee of the company
(f) he/she resigns of?ce by notice to the company
(g) he/she is absent (without permission of the directors) from more
than three consecutive meetings of the directors, and the directors
resolve to remove him/her from of?ce; or
(h) he/she is removed from of?ce by ordinary resolution (special notice
having been given) in pursuance of section 168 of the 2006 Act.
Register of directors
61. The directors shall maintain a register of directors, setting out full details of
each director, including the date on which he/she became a director, and also
specifying the date on which any person ceased to hold of?ce as a director.
Of?ce bearers
62. The directors shall elect from among themselves a chair and a treasurer,
and such other of?ce bearers (if any) as they consider appropriate.
63. All of the of?ce bearers shall cease to hold of?ce at the conclusion of each
annual general meeting, but shall then be eligible for re-election.
64. A person elected to any of?ce shall cease to hold that of?ce if he/she
ceases to be a director, or if he/she resigns from that of?ce by written notice to
that effect.
Powers of directors
65. Subject to the provisions of the Companies Acts, the memorandum of
association and these articles, and subject to any directions given by special
resolution, the company and its assets and undertaking shall be managed by
the directors, who may exercise all the powers of the company.
66. A meeting of the directors at which a quorum is present may exercise all
powers exercisable by the directors.
Personal interests
67. A director who has a personal interest in any transaction or other
arrangement which the company is proposing to enter into, must declare that
interest at a meeting of the directors; he/she will be debarred (in terms of
article 81) from voting on the question of whether or not the company should
enter into that arrangement.
68. For the purposes of the preceding article, a director shall be deemed to
have a personal interest in an arrangement if any partner or other close
relative of his/hers or any ?rm of which he/she is a partner or any limited
company of which he/she is a substantial shareholder or director (or any other
party who/which is deemed to be connected with him/her under section 252 of
the 2006 Act), has a personal interest in that arrangement.
69. Provided he/she has declared his/her interest - and has not voted on the
question of whether or not the company should enter into the relevant
arrangement - a director will not be debarred (subject to article 71) from
entering into an arrangement with the company in which he/she has a
personal interest (or is deemed to have a personal interest under article 67)
and may retain any personal bene?t which he/she gains from his/her
participation in that arrangement
70. No director may serve as an employee (full time or part time) of the
company, and no director may be given any remuneration by the company for
carrying out his/her duties as a director.
71. Where a director provides services to the company or might bene?t from
any remuneration paid to a connected party for such services, then
(a) the maximum amount of the remuneration must be speci?ed in a
written agreement and must be reasonable
(b) the directors must be satis?ed that it would be in the interests of the
company to enter into the arrangement (taking account of that
maximum amount);
(c) less than half of the directors must be receiving remuneration from
the company (or bene?t from remuneration of that nature).
72. The directors may be paid all travelling and other expenses reasonably
incurred by them in connection with their attendance at meetings of the
directors, general meetings, or meetings of committees, or otherwise in
connection with the carrying-out of their duties.
Procedure at directors? meetings
73. Any director may call a meeting of the directors or request the secretary to
call a meeting of the directors.
74. Questions arising at a meeting of the directors shall be decided by a
majority of votes; if an equality of votes arises, the chairperson of the meeting
shall (subject to article 75) have a casting vote.
75. The chairperson of the meeting shall not be entitled to have a casting vote
if he/she is a Co-opted Director.
76. No business shall be dealt with at a meeting of the directors unless a
quorum is present; the quorum for meetings of the directors shall (subject to
article 77) be 5
77. A quorum shall not be deemed to be constituted at any meeting of
directors unless the Member Directors form a majority of the total number of
directors present at the meeting.
78. If at any time the number of directors in of?ce falls below the number ?xed
as the quorum, the remaining director(s) may act only for the purpose of ?lling
vacancies or of calling a general meeting.
79. Unless he/she is unwilling to do so, the chair of the company shall preside
as chairperson at every directors? meeting at which he/she is present; if the
chair is unwilling to act as chairperson or is not present within 15 minutes after
the time when the meeting was due to commence, the directors present shall
elect from among themselves the person who will act as chairperson of the
meeting.
80. The directors may, at their discretion, allow any person who they
reasonably consider appropriate, to attend and speak at any meeting of the
directors; for the avoidance of doubt, any such person who is invited to attend
a directors? meeting shall not be entitled to vote.
81. A director shall not vote at a directors? meeting (or at a meeting of a
committee) on any resolution concerning a matter in which he/she has a
personal interest which con?icts (or may con?ict) with the interests of the
company; he/she must withdraw from the meeting while an item of that nature
is being dealt with.
82. For the purposes of article 81, a person shall be deemed to have a
personal interest in a particular matter if any partner or other close relative of
his/hers or any ?rm of which he/she is a partner or any limited company of
which he/she is a substantial shareholder or director, has a personal interest
in that matter.
83. A director shall not be counted in the quorum present at a meeting in
relation to a resolution on which he/she is not entitled to vote.
84. The company may, by ordinary resolution, suspend or relax to any extent
– either generally or in relation to any particular matter – the provisions of
articles 81 to 83.
Conduct of directors
85. Each of the directors shall, in exercising his/her functions as a director of
the company, act in the interests of the company; and, in particular, must
(a) seek, in good faith, to ensure that the company acts in a manner
which is in accordance with its objects (as set out in the memorandum
of association)
(b) act with the care and diligence which it is reasonable to expect of a
person who is managing the affairs of another person
(c) in circumstances giving rise to the possibility of a con?ict of interest
of interest between the company and any other party
(i) put the interests of the company before that of the other party,
in taking decisions as a director
(ii) where any other duty prevents him/her from doing so,
disclose the con?icting interest to the company and refrain from
participating in any discussions or decisions involving the other
directors with regard to the matter in question
(d) ensure that the company complies with any direction, requirement,
notice or duty imposed on it by the Charities and Trustee Investment
(Scotland) Act 2005.
Delegation to sub-committees
86. The directors may delegate any of their powers to any sub-committee
consisting of one or more directors and such other persons (if any) as the
directors may determine; they may also delegate to the chair of the company
(or the holder of any other post) such of their powers as they may consider
appropriate.
87. Any delegation of powers under article 86 may be made subject to such
conditions as the directors may impose and may be revoked or altered.
88. The rules of procedure for any sub-committee shall be as prescribed by
the directors.
ADMINISTRATION
Operation of bank accounts
89. The signatures of two out of the signatories appointed by the directors
shall be required in relation to all operations (other than lodgement of funds)
on the bank and building society accounts held by the company; at least one
out of the two signatures must be the signature of a director.
Secretary
90. The directors shall (notwithstanding the provisions of the 2006 Act)
appoint a company secretary, and on the basis that the term of of?ce,
remuneration (if any), and other terms and conditions attaching to the
appointment of the company secretary shall be as determined by the
directors; the company secretary may be removed by the directors at any
time.
Minutes
91. The directors shall ensure that minutes are made of all proceedings at
general meetings, directors? meetings and meetings of committees; a minute
of any meeting shall include the names of those present, and (as far as
possible) shall be signed by the chairperson of the meeting.
Accounting records and annual accounts
92. The directors shall ensure that proper accounting records are maintained
in accordance with all applicable statutory requirements.
93. The accounting records shall be maintained by the Treasurer and
overseen by the Chairperson, or otherwise by, or as determined by, the
directors; such records shall be kept at such place or places as the directors
think ?t and shall always be available for inspection by the directors.
94. The directors shall prepare annual accounts, complying with all relevant
statutory requirements.
95. The Directors shall prepare annual accounts which will be subject to
external and independent examination in accordance with all relevant
statutory requirements.
96. Notwithstanding the provisions of article 95, an audit (within the meaning
of the Companies Acts) by a company auditor (as de?ned in the Companies
Acts) shall not be required, in a case where the company is exempt (under the
Companies Acts) from the arrangement to have an audit, if and to the extent
that proper arrangements for the auditing of the company?s accounts are
made in a manner which satis?es the requirements of the Companies Acts
and paragraph (f) of subsection 34(1) of the Land Reform (Scotland) Act
2003.
97. No member shall (unless he/she is a director) have any right of inspecting
any accounting or other records, or any document of the company, except as
conferred by statute or authorised by ordinary resolution of the company.
98. Any notice to be given in pursuance of these articles shall be in writing;
the company may give any such notice to a member either personally or by
sending it by post in a pre-paid envelope addressed to the member at his/her
registered address or by leaving it at that address; alternatively, in the case of
a member who has noti?ed the company of an electronic address to be used
for this purpose, the company may give any notice to that member by
electronic means.
99. Any notice, if sent by post, shall be deemed to have been given at the
expiry of 24 hours after posting; for the purpose of proving that any notice was
given, it shall be suf?cient to prove that the envelope containing the notice
was properly addressed and posted.
100. Any notice sent by electronic means shall be deemed to have been given
at the expiry of 24 hours after it is sent; for the purpose of proving that any
notice sent by electronic means was indeed sent, it shall be suf?cient to
provide any of the evidence referred to in the relevant guidance issued from
time to time by the Chartered Institute of Secretaries and Administrators.
MISCELLANEOUS
Indemnity
101. Every director or other of?cer or auditor of the company shall be
indemni?ed out of the assets of the company (to the extent permitted by
section 310 of the 1985 Act (for so long as it is in force) and sections 232,
234, 235, 532 and 533 of the 2006 Act) against any loss or liability which he/
she may sustain or incur in connection with the execution of the duties of his/
her of?ce; that may include, without prejudice to that generality (but only to the
extent permitted by those sections of the 2006 Act), any liability incurred by
him/her in defending any proceedings (whether civil or criminal) in which
judgement is given in his/her favour or in which he/she is acquitted or any
liability in connection with an application in which relief is granted to him/her
by the court from liability for negligence, default or breach of trust in relation to
the affairs of the company.
102. For the avoidance of doubt, the company shall be entitled to purchase
and maintain for any director insurance against any loss or liability which he/
she may sustain or incur in connection with the execution of the duties of his/
her of?ce, and such insurance may extend to liabilities of the nature referred
to in section 232(2) of the 2006 Act (negligence etc. of a director)
Alteration to the Memorandum and Articles of Association
103. Any alteration to the Memorandum and/or these Articles may be made
only upon the following conditions:
(a) upon the decision of not less than 75% of the Ordinary Members
present and voting at a General Meeting called speci?cally (but not
necessarily exclusively) for the purpose in terms of Article 32;
(b) with the written consent of the Of?ce of the Scottish Charity
Regulator (and its successors) in terms of section 16 of the Charities
and Trustee Investment (Scotland) Act 2005
Dissolution
104. Clause 7 of the Memorandum of Association of the Company, relating to
the winding up and dissolution of the Company, shall have effect as if its
provisions were repeated in these Articles.
Interpretation
105. In these articles:
“the 1985 Act” means the Companies Act 1985
“the 2006 Act” means the Companies Act 2006
106. Any reference in these articles to a statutory provision 2006 Act shall be
taken to include any statutory modi?cation or re-enactment of that provision
which is in force at the time.
107. Reference in these articles to the singular shall be deemed to include
the plural.
