THE COMPANIES ACTS 1985 to 2006 (AS AMENDED)

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM AND ARTICLES OF ASSOCIATION OF

DUNDEE UNITED SUPPORTERS' SOCIETY

(YOUTH AND COMMUNITY DEVELOPMENT) LIMITED

 

(Incorporated 2007)

(Amended May 2014)

(Amended May 2016)

 

1             The Company's name is "DUNDEE UNITED SUPPORTERS' SOCIETY (YOUTH AND COMMUNITY     DEVELOPMENT) LIMITED"

2           The Company's registered office is to be situated in Scotland

3      This Clause shall be interpreted as if it incorporated an overriding qualification to the effect that in any case in which an activity permitted under this Clause is in its nature capable of being earned on for purposes which are not charitable or only partially so as well as for purposes which are wholly charitable (the word "charitable" having the meaning ascribed to it for purposes of Section 505 of the Income and Corporation Taxes Act 1988 or of Section 7 of the Charities and Trustee Investment (Scotland) Act 2005, as the context may require and including any statutory amendment or re-Enactment for the time being in force, provided always that, in the event of any ambiguity, the meaning for the purposes of the said 2005 Act shall be applied over that for the said 1988 Act (which meaning shall be assigned to the word "charitable" wherever it appears in this Memorandum of Association)) the powers of the Company under this Clause in respect of the carrying on of such activity shall be deemed to be limited to the carrying on of such activity in such manner as will not prejudice the charitable status of the Company under the statutory provisions referred to above Subject to that over riding qualification the objects for which the Company is established are

i to advance public participation in sport,

ii     to provide recreational facilities or organise recreational activities with the object of improving the conditions of life conditions of life for the persons for whom the facilities or activities are primarily intended,

iii to promote coaching schemes to develop the football skills of young people and to widen interest in football regardless of race, gender, status, disability or religious beliefs in accord with a positive policy to provide equal opportunities for all,

iv to promote religious or racial harmony,

v to promote equality and diversity,

vi to promote the prevention or relief of poverty. The prevention of poverty includes preventing those who are poor from becoming poorer as well as preventing those who are at risk of being poor from becoming poor,

vii  to promote the advancement of education. This covers both formal education such as that provided through schools and universities, and less formal education, such as that provided in the community,

viii to promote the advancement of the arts, heritage, culture or science,

ix to promote the relief of those in need by reason of age, ill health, disability, financial hardship or other disadvantage (including relief given by the provision of accommodation or care). This purpose may be furthered by the provision of care to those in need in a variety of settings, provision of housing for those in need (for instance by housing associations), and by relieving the effects of ill health,

x to assist the advancement of health in the local community by the promotion of the benefits of physical activity and provision of facilities and assistance in relation to sports-related and healthy lifestyle matters,

xi to advance community development by promoting sports, literacy, numeracy, employment skills, life skills, social inclusion and social activities, together with an appreciation of arts, heritage and culture, to all sections of the community.

 And in furtherance of the foregoing objects and insofar as consistent with them the Company shall have the following powers

 

3.1 to build or operate football stadia, pitches and pavilions, changing accommodation, or any ancillary indoor or outdoor footballing facilities within Scotland and to organise, participate in and manage any football teams, footballing tournaments, leagues and competitions conducive to the attainment of the aforesaid objects,

 

3.2 to co-operate with, assist and enter into agreements with any Government Department, Local Authority, corporation, association or person within the United Kingdom concerned with indoor or outdoor footballing facilities and generally to encourage and assist the provision of such facilities,

 

3.3 to engage and employ such persons as may be required for the said facilities and instructors in the various activities to be earned on in connection therewith,

 

3.4 to promote, publicise and stimulate interest in all aspects of indoor and outdoor footballing activities and generally to engage in such other activities as are incidental or conducive to the attainment of the aforesaid objects,

 

3.5 to carry on any other business whatsoever similar to the main business of the Company by way of extension of or in connection with any such main business as aforesaid or as calculated directly or indirectly to develop any branch of the business of the Company or to increase the value of or render more advantageous any of the assets, properties or rights of the Company,

 

3.6 to engage and employ persons, firms and companies to organise and produce such exhibitions, displays, workshops, research and other activities as may tend to further the Objects specified above,

 

3.7 to make and carry out any arrangement with the proprietors, tenants and managers of theatres, halls or other premises for the presentation of any such exhibitions, displays, workshops or other activities and for such research as may tend to promote and encourage the objects specified above, and to provide guarantees in connection therewith,

 

3.8 to carry out the Objects of the Company as principals, agents, trustees or otherwise and either alone or in conjunction with others and likewise to do all such things as are incidental or may be thought conducive to the attainment of the objects of the Company and in particular and without prejudice to this generality in aid of and for the purposes of the Company,

 

3.9 to acquire or undertake the whole or any part of the business, goodwill and assets of any person, firm or company carrying on or proposing to carry on any of the businesses which the Company is authorised to carry on and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company or to acquire an interest in, amalgamate with or enter into partnership or any arrangement for sharing profits or for co-operation or for mutual assistance with any such person, firm or company or for substituting or otherwise assisting any such person, firm or company and to give or accept by way of consideration for any of the acts or things aforesaid or property acquired any shares, debentures, debenture stock or securities that may be agreed upon and to hold and retain or sell, mortgage and deal with any shares, debentures, debenture stock or securities so received,

 

3.10 to take or otherwise acquire and hold shares, stock, debentures or other securities of or interests in any other company having objects altogether or in part to those of the Company or carrying on any business capable of being conducted so as directly or indirectly to benefit the Company,

 

3.11 to purchase, sell, excamb, take on lease, hire or otherwise acquire any heritable or moveable property, patents, licences, rights or privileges which the Company may think necessary or convenient for the purposes of its business and to construct, maintain and alter any buildings or works necessary or convenient for the purposes of the Company,

 

3.12 to borrow and raise money in any manner and to secure the repayment of any money borrowed, raised or owing by mortgage, charge, standard security, hen or other security upon the whole or any part of the Company's property or assets (whether present or future) Including Its uncalled capital and also by a similar mortgage, charge, standard security, hen or other security to secure and guarantee the performance by the Company of any obligation or liability it may undertake or which may become binding on it,

 

3.13 to draw, make, accept endorse, discount, negotiate, execute and issue cheques, bills of exchange, promissory notes, bills of lading, warrants, debentures and other negotiable or transferable instruments,

 

3.14 to support and subscribe to any charitable object and to support and subscribe to any institution, society or club which may be for any charitable purpose connected with the activities of the Company or for the furtherance of its objects or winch may be connected with any town or place where the Company carries on business,

 

3.15 to accept subscriptlons, grants, donations, gifts, legacies and endowments of all kinds either absolutely or conditionally, or in trust for any of the objects of the Company,

 

3.16 to effect insurance against risks of all kinds,

 

3.17 to lend money, with or without security, on any terms that may be thought fit and particularly to customers or other persons having dealings with the Company and to guarantee the contracts or obligations of the customers or other such persons as aforesaid,

 

3.18 to make grants or loans (with or without security) to any other charitable body or charitable purpose and to grant guarantees and contracts of indemnity on behalf of any such charitable body or charitable purpose,

 

3.19 to invest any moneys of the Company not required for the purposes of its business in such investments or securities as may be thought expedient,

3.20 to remunerate any person, firm or company rendering services to the Company either by cash payment or by the allotment to him or them of shares or other securities of the Company credited as paid up in full or in part or otherwise as may be thought expedient,

 

3.21 to pay all or any expenses incurred in connection with the promotion, formation and the incorporation of the Company or to contract with any person, firm or company to pay the same and to pay commissions to brokers and others for underwriting, placing, selling or guaranteeing the subscription of any shares or other securities of the Company,

 

3.22 to enter into any partnership or arrangement in the nature of a partnership, corporation or union of interests with any person engaged in, interested or about to become engaged or interested in the carrying on or conduct of any business or enterprise which the Company is authorised to carry on or conduct or from which the Company would or might derive any benefit whether direct or indirect,

 

3.23 to promote or concur in establishing or promoting any other company for the purpose of acquiring all or any part of the business or property or right of the Company, and undertaking all or any of its liabilities or of undertaking any business or operations which may appear likely to benefit the Company, or to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares or securities of any such company,

 

3.24 to apply for, promote and obtain any private Act of Parliament. order or licence of the Department of Trade and Industry or other authority to enable the Company to carry any of its objects into effect or to effect any modification of the Company's constitution or for any other purpose which may seem calculated directly or indirectly to promote the Company's interests and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company's interests,

 

3.25 to enter into any arrangements with any Government or authority (supreme, municipal local or otherwise) that may seem conducive to the attainment of the Company's objects or any of them and to obtain from any such Government or authority any charters, decrees, rights, privileges or concessions which the Company may think desirable and to carry out, exercise and comply with any such charges, decrees, rights, privileges and concessions,

 

3.26 to sell, excamb, let or otherwise dispose of the whole properties and assets of the Company or any part thereof in such manner and for such consideration as the Company may think fit and in particular for shares (fully or partly paid up), debentures, debenture stock or security of any other company whether promoted by the Company for the purpose or not.

 

In this Clause the word "company", except where used in reference to the Company, shall be deemed to include any partnership or other body of persons, whether incorporated or unincorporated and whether domiciled in the United Kingdom or elsewhere

 

In this Clause the expression "the Act' means the Companies Act 1985, but so that any reference in this Clause to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force

 

4             Subject to Clause 5

 

4.1 the income and property of the Company shall be applied solely towardsthe promotion of its objects as set out in Clause 3 of its Memorandum        Association,

 

4.2 no part of the income and property of the Company shall be paid or transferred, directly or indirectly by way of dividend, bonus or otherwise to the members of the Company,

 

4.3 no director of the Company shall be appointed to any office under the Company in respect of which a salary or fee is payable, and

 

4.4 no benefit in money or money's worth shall be given by the Company to any director except repayment of out of-pocket expenses,

 

5 The Company shall, notwithstanding the provisions of Clause 4 of this Memorandum of Association, be entitled to

 

5.1 pay reasonable and proper remuneration to any officer (not being a director), member or servant of the Company in return for services actually rendered to the Company,

 

5.2 pay interest at a rate not exceeding the commercial rate on money lent to the Company by any director or member of the Company,

 

5.3 pay rent at a rate not exceeding the open market rent for premises let to the Company by any director or member of the Company, and

 

5.4 purchase assets from, or sell assets to, any director or member of the Company providing such purchase or sale as at market value

 

6 The liability of the members is limited,

 

7 Every member of the Company undertakes to contribute such amount as may be required (not exceeding £1) to the Company's assets if it should be wound up while he is a member or within one year after he ceases to be a member, for payment of the Company's debts and liabilities contracted before he ceases to be a member, and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributors among themselves,

 

8 In relation to a winding up of the Company

 

8.1 if on the winding-up of the Company any property remains after satisfaction of all the Company's debts and liabilities, such property shall not be paid to or

distributed among the members of the Company but shall be transferred to some other charitable body or bodies (whether incorporated or unincorporated) whose objects are altogether or in part similar to the objects of the Company and whose constitution restricts the distribution of income and assets among members to an extent at least as great as does Clause 4 of this Memorandum of Association,

 

8.2 the body or bodies to which property is transferred under Clause 8.1 of this Memorandum of Association shall be determined by the members of the Company at or before the time of dissolution or, failing such determination and approval, by such court as may have or may acquire jurisdiction

 

8.3 to the extent that effect cannot be given to the provisions of Clauses 8.1 and 8.2 of this Memorandum of Association, the relevant property shall be applied to some other charitable object or objects

 

9 In relation to Accounts

 

9.1 accounting records shall be kept in accordance with all applicable statutory requirements and such accounting records shall, in particular, contain entries from day to day of all sums of money received and expended by the Company and the matters in respect of which such receipt and expenditure take place and a record of the assets and liabilities of the Company, such accounting records shall be open to inspection at all times by any director of the Company

 

9. 2 the Company's Auditors shall make a report to the members on the accounts examined by them and on every balance sheet and income and expenditure account and on all group accounts, copies of which are to be laid before the Company in general meeting


 

THE COMPANIES ACTS 1985 to 2006

 

COMPANY LIMITED BY GUARANTEE

AND NOT HAVING A SHARE CAPITAL

 

ARTICLES OF ASSOCIATION OF

 

DUNDEE UNITED SUPPORTERS' SOCIETY

(YOUTH AND COMMUNITY DEVELOPMENT) LIMITED

 

 

 

 

INTERPRETATION

 

1 In these Regulations

 

"the Act” means the Companies Act 1985 including any statutory modification or reenactment thereof for the time being in force

 

"Articles” means the Articles of the Company

 

"clear days" in relation to the period of a notice means that period excluding the day

when the notice is given or deemed to be given and the day for which it is given or on

which it is to take effect

 

"communication" means the same as in the Electronic Communications Act 2000

"electronic communication" means the same as in the Electronic Communications Act

2000

 

"executed" includes any mode of execution

 

"the Office" means the registered office of the Company

 

"Seal" means the common seal of the Company

 

"Secretary" means the secretary of the Company, or any other person appointed to perform the duties of the secretary of the Company, including a joint assistant or deputy secretary

 

"Society" means the Dundee United Supporters' Society Limited, incorporated under the Industrial and Provident Societies Act 1965, as amended (Register Number 29504R). Tannadice Park, Tannadice Street, Dundee DD3 7JW

 

"United Kingdom" means Great Britain and Northern Ireland

 

 

 

Words importing the neuter gender only include the masculine and feminine genders, words importing the masculine gender only include the fem1mne gender, and vice versa.

 

Unless the context otherwise requires, words or expressions contained in these regulations bear the same meanings as in the Act but excluding any statutory modification thereof not in force when these regulations become binding on the Company

 

 

 

MEMBERS

 

2             The subscriber to the Memorandum of Association of the Company and the directors shall be the only members of the Company

 

RESTRICTIONS ON MEMBERSHIP

 

3             No employee of the Company may become a member

 

APPLICATION FOR MEMBERSHIP

 

4 Any person becoming a director of the Company shall on his appointment sign and lodge with the Company a written application for membership in such form as the directors require and the directors shall appoint such person to membership

 

CESSATION OF MEMBERSHIP

 

5 A member of the Company shall cease to be a member on ceasing to be a director of

the Company

 

6 Membership shall not be transferable and a member of the Company shall cease to be a member of the Company on his death or if he becomes of unsound mind or resigns his membership by seven clear days' notice in writing sent to or left with the secretary at the Office

 

7             A person admitted to membership shall automatically cease to be a member if he becomes an employee of the Company

 

8 The directors shall have the right for good and sufficient reason to terminate the membership of any member provided that the member concerned shall have a right to be heard before any final decision is made

 

EXPULSION FROM MEMBERSHIP

 

9 Subject to Articles 10 to 14, the Company may by special resolution, expel any person from membership

 

10 Any member who wishes to propose at any meeting a resolution for the expulsion of any person from membership shall lodge with the Company written notice of his intention to do so (identifying the member concerned and specifying the grounds for the proposed expulsion) not less than six weeks before the date of the meeting

 

11 The Company shall. on receipt of a notice under the preceding Article, forthwith send a copy of the notice to the member concerned and the member concerned shall be entitled to make written representations to the Company with regard to the notice

 

12 If representations are made to the Company in pursuance of the preceding Article, the Company shall (unless such representations are received by the Company too late for it to do so)

 

(a) state the fact of the representations having been made in the notice convening  the meeting at which the resolution is to be proposed and

 

(b) send a copy of the representations to every person to whom notice of the meeting

      is or was given

 

13 Whether or not a copy of written representations has been given to each of the persons entitled to receive notice of the meeting, the member concerned shall be entitled to be heard on the resolution at the meeting

 

14 Failure to comply with any of the provisions of Articles 10 to 13 shall render any resolution for the expulsion of a person from membership invalid

 

15 A person expelled from membership under Articles 9 to 14 shall cease to be a member with effect from the time at which the relevant resolution is passed

 

GENERAL MEETINGS

 

16 All general meetings other than annual general meetings shall be called extraordinary

general meetings

 

17 An extraordinary general meeting shall be convened by the directors on requisition by

members (under section 368 of the Act) or on requisition by a resigning auditor (under section 392A of the Act)

 

18 Subject to the preceding Article and to the requirements under section 366 of the Act as to the holding of annual general meetings the directors may convene general meetings whenever they think fit

 

NOTICE OF GENERAL MEETINGS

 

19 An annual general meeting and an extraordinary general meeting convened for the passing of a special resolution or a resolution requiring special notice shall be called by at least twenty one clear days' notice, all other extraordinary general meetings shall be called by at least fourteen clear days' notice

 

20 A notice convening a meeting shall specify the time and place of the meeting, It shall also state the terms of any resolution which is to be proposed as a special resolution or extraordinary resolution or which constitutes a resolution requiring special notice and shall indicate the general nature of any other business to be transacted at the meeting

 

21 A notice convening an annual general meeting shall specify the meeting as an annual general meeting

 

22 Notice of every general meeting shall be given to all the members and directors and to the auditors

 

23 The accidental omission to give notice of a meeting to, or the non receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting

 

PROCEEDINGS AT GENERAL MEETINGS

 

24 Except as provided in Article 26 no business shall be transacted at any meeting unless a quorum is present, declaring that three persons entitled to vote upon the business to be transacted or at least 50% of the members of the company, whichever is lower, shall be a quorum

 

25 If the quorum required under the preceding Article is not present within half an hour after the time appointed for the meeting, or If during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to such time and place as may be fixed by the chairperson of the meeting

 

26 On the reconvening of any meeting previously adjourned under the preceding Article, the quorum shall be the number of members or proxies for members who attend the adjourned meeting

 

27 The Chairperson (or, in his absence, the Vice-Chairperson) shall, If present, preside as chairperson of the meeting, if neither the Chairperson nor the Vice-Chairperson is present within fifteen minutes of the time appointed for holding the meeting, the directors present shall elect one of their number to act as chairperson or, if there is only one director present, he shall be chairperson

 

28 The Chairperson may, with the consent of the meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place

 

29 No business shall be transacted at an adjourned meeting other than business which could properly have been transacted at the meeting which was adjourned if the adjournment had not taken place

 

30 Where the meeting is adjourned for thirty days or more, at least seven clear days' notice shall be given specifying the time and place of the adjourned meeting and indicating the general nature of the business to be transacted, in any other case, it shall not be necessary to give any notice of an adjourned meeting

 

31 A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of the show of hands, a poll is demanded by the Chairperson or by at least two members having the right to vote at the meeting and a demand by a person as proxy for a member shall be deemed to be a demand by such member

 

32 Unless a poll is demanded in accordance with the preceding Article, a declaration by the Chairperson that a resolution has been earned or earned unanimously or by a particular majority, and an entry to that effect in the minutes of the meeting, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution

 

33 The demand for a poll may, before the poll is taken, be Withdrawn but only with the consent of the Chairperson, a demand so withdrawn shall not invalidate the result of a show of hands declared before the demand was made nor the result of a show of hands declared after the demand is so withdrawn

 

34 If a poll is demanded in accordance with Article 31, it shall be taken at once by means of a secret ballot of all the persons present and entitled to vote (whether as members or as proxies for members) conducted in such manner as the Chairperson may direct, the result of such poll shall be declared at the meeting at which the poll was demanded

 

35 A resolution in writing signed by all the members shall be as effectual as if it had been passed at a general meeting duly convened and held, it may consist of several

documents in the same form each signed by one or more members.

 

VOTES OF MEMBERS

 

36 Every member shall have one vote which may be given either personally or (whether on a show of hands or on a poll) by proxy

 

37 A member who wishes to appoint a proxy to vote on his behalf at any meeting (or adjourned meeting) shall lodge with the Company, at the Office, not less than 48 hours before the time for holding the meeting (or as the case may be, adjourned meeting), a written instrument of proxy (in such form as the directors require) signed by him, an instrument of proxy which does not conform with the preceding provisions or which is not lodged in accordance with such provisions shall be invalid

 

38 A member shall not be entitled to appoint more than one proxy to attend on the same occasion

 

 

39 A proxy appointed to attend to vote at any meeting instead of a member shall have the same right as the member who appointed him to speak at the meeting and need not be a member of the Company

 

40 A vote given, or poll demanded, by proxy shall be valid notwithstanding that the authority of the person voting or demanding a poll had terminated prior to the giving of such vote or demanding of such poll unless notice of such termination was received by the Company at the Office before the commencement of the meeting or adjourned meeting at which the vote was given or the poll demanded

 

41 In the case of an equality of votes, whether on a show of hands or on a poll, the chairperson of the meeting shall be entitled to a casting vote in addition to any other vote he may have

 

42 No objection may be raised as to the validity of any vote except at the meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid, any such objection shall be referred to the chairperson of the meeting whose decision shall be final and conclusive

 

MAXIMUM AND MINIMUM NUMBER OF DIRECTORS

 

43 The maximum number of directors shall be twelve and the minimum number of directors shall be four

 

APPOINTMENT OF DIRECTORS

 

44 No person may be appointed as a director unless that person is a member

 

45 The directors of the Company shall be appointed in accordance with the following provisions

 

45.1 One director shall be the holder of the office for the time being of the Chairman of the Society

 

45.2 Three more directors shall be nominated by the Society

 

45.3 Up to a maximum of four directors may also be nominated by The Dundee United Football Company Limited

 

45.4 The directors may appoint such other persons to be directors of the Company as they see fit (subject to these Articles of Association and the provisions of the Act)

 

46 In the event of the Society ceasing to exist, the directors shall be entitled to nominate another appropriate body (as determined by them in their sole discretion) to appoint substitute directors for those mentioned in Articles 45.1 and 45.2 which substitute directors shall be appointments ex officio in respect of stipulated officers with the other appropriate body and shall otherwise be subject to the same requirements upon directors under these Articles of Association (and the Act)

 

RETIRAL OF DIRECTORS

 

47 At the first annual general meeting all the directors shall retire from office, and at every subsequent annual general meeting one-third of the directors who are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to one-third shall retire from office, but, if there is only one director who is subject to retirement by rotation, he shall retire

 

48 Subject to the provisions of the Act, the directors to retire by rotation shall be those who have been longest in office since their last appointment or reappointment, but as between persons who became or were last reappointed directors on the same day

those to retire shall (unless they otherwise agree among themselves) be determined by lot

 

49 If the Company, at an annual general meeting, does not fill a vacancy caused by retrial in accordance with Article 47, the retiring director shall, if willing to act, be deemed to have been re-appointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the re-appointment of the retiring director is put to the meeting and lost

 

50 No person other than a retiring director shall be appointed a director at any general meeting unless he is recommended by the directors

 

51 Not less than seven nor more than twenty-one clear days before the date appointed for holding a general meeting, notice shall be given to all who are entitled to receive notice of the meeting of any person (other than a retiring director) who is recommended by the directors for appointment as a director at the meeting The notice shall give the particulars of that person which would, if he were so appointed, be required to be included in the Company's register of directors

 

52 Subject as aforesaid, the Company may by ordinary resolution at an annual general meeting appoint a person who is willing to act to be a director either to fill a vacancy or as an additional director

 

53 Subject as aforesaid the directors may appoint a person who 1s willing to act to be a director, either to fill a vacancy or as an additional director, provided that the appointment does not cause the number of directors to exceed any number fixed by or in accordance with the Articles as the maximum number of directors. A director appointed shall hold office only until the next following annual general meeting but shall be eligible for re-election at that annual general meeting and at each subsequent annual general meeting if not re-appointed at any such annual general meeting, he shall vacate office at the conclusion thereof

 

54 Subject as aforesaid, a director who retires at an annual general meeting may, if willing to act, be re-appointed if he is not re-appointed, he shall remain in office until the meeting appoints someone in his place, or if he does not do so, until the end of

the meeting

 

DISQUALIFICATION AND REMOVAL OF DIRECTORS

 

55 A director shall vacate office if

 

55.1 he ceases to be a director by virtue of any provision of the Act or becomes prohibited by law from being a director;

 

55.2 he becomes bankrupt or apparently insolvent,

 

55.3 he becomes incapable for medical reasons of fulfilling the duties of his office and such incapacity is expected to continue for a period of more than six months,

 

55.4 he becomes an employee of the Company,

 

55.5 he ceases to be a member of the Company,

 

55.6 he resigns office by notice to the Company,

 

55.7 he is a director by virtue of his office with the Society and the Society gives notice in writing to the Company of his removal from that office,

 

 

APPOINTMENTS TO EXECUTIVE OFFICE

 

56 The directors shall from lime to time appoint from among their number, persons to hold the offices of Chairperson and Vice-Chairperson and such other executive offices as the directors may consider appropriate, each such office shall be held until the conclusion of the annual general meeting which next follows appointment

 

57 The appointments to executive office under the preceding Article shall be made at a meeting of directors held as soon as reasonably practicable after the incorporation of the Company and thereafter at a meeting of directors held Immediately after each

annual general meeting

 

58 A director whose period of executive office expires under Article 56 may be reappointed to such office (providing he is willing to act)

 

59 The appointment of any director to executive office shall terminate if he ceases to be a director or If he resigns from such executive office by written notice to the Company

 

60 If the appointment of any director to executive office terminates under Article 59, the directors shall, at a meeting of directors held as soon as reasonably practicable after such termination, appoint another director to hold such office in his place, a director so appointed shall (subject to Article 59) hold such executive office until the conclusion of the first annual general meeting which follows such appointment

 

DIRECTORS' INTERESTS

 

61 Subject to the provisions of the Act and of Clause 4 of the Memorandum of Association and provided that he has disclosed to the directors the nature and extent of any material interest of his, a director notwithstanding his office

 

61.1 may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested,

 

61.2 may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested in, and

 

61.3 shall no by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement of from any interest in any such body corporate and no such transaction or arrangement shall be liable to be treated as void on the ground of any such interest or benefit

 

62 For the purposes of the preceding Article

 

62.1 a general notice given to the directors that a director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the director has an interest in any such transaction of the nature and extent so specified and

 

62.2 an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his

 

DIRECTORS’ REMUNERATION AND EXPENSES

 

63 No director shall be entitled to any remuneration whether in respect of his office as

director or as holder of any executive office under the Company

 

64 The directors may be paid all travelling and other expenses properly incurred by them in connection with their attendance at meetings of directors, general meetings or meeting of committees of directors or otherwise in connection with the discharge of

their duties

 

POWERS OF DIRECTORS

 

65 Subject to the provisions of the Act, the Memorandum of Association and the Articles and to any directions given by special resolution, the business of the Company shall be managed by the directors who may exercise all the powers of the Company

 

66 No alteration of the Memorandum of Association or these Articles and no direction given by special resolution shall invalidate any prior act of the directors which would have been valid if that alteration had not been made or that direction had not been given

 

67 The powers conferred by Article 65 shall not be limited by any special power conferred on the directors by the Articles

 

68 A meeting of directors at which a quorum (as provided for in Article 74) is present may exercise all powers exercisable by the directors

 

69 The directors may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purpose and on such conditions as they may determine, including authority for the agent to delegate all or any of his powers

 

PROCEEDINGS OF DIRECTORS

 

70 Subject to the provisions of the Articles, the directors may regulate their proceedings as they think fit

 

71 Each of the Chairperson, Vice Chairperson and any two Directors may, and the Secretary shall on the instructions of the Chairperson or the Vice Chairperson or any

two directors, call a meeting of the directors

 

72 No notice of a meeting of directors need be given to a director who is absent from the

United Kingdom

 

73 Questions arising at a meeting of directors shall be decided by a majority of votes, in the case of an equality of votes, the Chairperson shall have a second or casting vote

 

74 The quorum for the transaction of the business of the directors shall be three directors

 

75 The continuing directors or a sole continuing director may act notwithstanding vacancies but if the number of remaining directors is less than the number fixed as the quorum, they or he may act only for the purpose of filling vacancies or of calling a general meeting

 

76 Unless he is unwilling to do so, the Chairperson shall preside as chairperson at every meeting of directors at which he is present

 

77 If the Chairperson is unwilling to act as chairperson or is not present within fifteen minutes after the time appointed for the meeting, the Vice-Chairperson shall act as chairperson, If the Vice-Chairperson is not present within fifteen minutes after the time appointed for the meeting, the directors present may appoint one of their number to be chairperson of the meeting

 

78 All acts done by a meeting of directors or by a meeting of a committee of directors or by a person acting as a director shall, notwithstanding that it is afterwards discovered that there was a defect in the appointment of any director or that any of them was disqualified from holding office or had vacated office or was not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director and had been entitled to vote

 

79 A resolution In writing signed by all the directors entitled to receive notice of a meeting of directors or of a committee of directors shall be as valid and effectual as if it hadbeen passed at a meeting of directors or (as the case may be) a committee of directorsduly convened and held, it may consist of several documents In the same form eachsigned by one or more directors

 

80 Except as otherwise provided by the Articles, a director shall not vote at a meeting of directors or at a meeting of a committee of directors on any resolution concerning a matter in which he has, directly or indirectly, an interest or duty which is material and which conflicts or may conflict with the interests of the Company unless his interest or duty arises only because the case falls with either or both of the following paragraphs

 

80.1 the resolution relates to the giving to him of a guarantee, security or indemnity in respect of money lent to, or any obligation incurred by him for the benefit of, the Company or any of its subsidiaries

 

80.2 the resolution relates to the giving to a third party of a guarantee, security or indemnity in respect of an obligation of the Company or any of its subsidiaries for which the director has assumed responsibility in whole or in part (and whether alone or jointly with others) under a guarantee or indemnity or by the

giving of security

 

81 For the purposes of the preceding Article, an interest of a person who is, for any purpose of the Act (excluding any statutory modification not in force at the date of incorporation of the Company) connected with a director shall be treated as an interest of the director

 

82 A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote

 

83 The Company may by special resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of the Articles prohibiting a director from voting at a meeting of the directors or at a meeting of a committee of directors

 

84 Where proposals are under consideration concerning the appointment of two or more directors to executive offices with the Company the proposals may be divided and considered in relation to each director separately, provided he Is not for another reason precluded from voting, each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment

 

85 If a question arises at a meeting of directors or at a meeting of a committee of directors as to the right of a director to vote, the question may, before that conclusion of the meeting be referred to the chairperson of the meeting, his ruling in relation to any director other than himself shall be final and binding

 

86 The directors may invite or allow any person to attend and speak, but not to vote, at any meeting or meetings of the directors or of any of the committees of the directors

 

 

 

 

DELEGATION TO COMMITTEES OF DIRECTORS

AND HOLDERS OF EXECUTIVE OFFICE

 

87 The directors may, subject to Article 90, delegate any of their powers to any committee consisting of one or more directors, they may also delegate to the Chairperson or any director holding any other executive office such of their powers as they consider desirable to be exercised by him

 

88 Any delegation of powers under the preceding Article may be made subject to such conditions as the directors may impose and either collaterally with or to the exclusion of their own powers and may be revoked or altered

 

89 Subject to any condition imposed in pursuance of the preceding Article, the proceedings of a committee consisting of two or more directors shall be governed by the Articles regulating the proceedings of meetings of directors so far as they are capable of applying

 

90 Unless otherwise determined by special resolution, the following matters shall be excluded from delegation in terms of Article 87

 

90.1 the appointment or dismissal of any employee of the Company,

 

90.2 the purchase or sale of, or dealing in any way with, heritable property

 

SECRETARY

 

91 Subject to the provisions of the Act, the Secretary shall be appointed by the directors for such term, at such remuneration and upon such conditions as they may think fit, and any Secretary so appointed may be removed by them

 

MINUTES

 

92 The directors shall ensure that minutes are made (in books kept for the purpose) of all proceedings at general meetings, meetings of the directors, meetings of committees of directors, a minute of a meeting of directors or of a committee of directors shall include the names of the directors present

 

THE SEAL

 

93 In relation to the Seal, the following shall apply

 

93.1 If the Company has a Seal it shall only be used with the authority of the directors or of a committee of directors authorised by the directors The directors may determine who shall sign any instrument to which the Seal is affixed and unless otherwise so determined ii shall be signed by a director and by the Secretary or by two directors

 

93.2 The Company may exercise the powers conferred by Section 39 of the Act with regard to having an official Seal for use abroad and such powers shall be vested in the directors

 

HONORARY PRESIDENT

 

94 The directors may appoint any person to be Honorary President and any person or persons to be patrons of the Company for such term or terms specified at the time of appointment as they shall think fit. Such persons shall not by virtue only of such appointment be directors or members of the Company

 

 

 

ACCOUNTS

 

95 The directors shall cause accounting records to be kept by the Company in accordance with Section 221 of the Act

 

96 The accounting records shall be kept at the Office or, subject to section 222 of the Act, at such other place or places as the directors may think fit and the accounting records shall always be open to the inspection of any director

 

97 No member shall (as such) have any right of inspecting any accounting records or other book or document of the Company except as conferred by statute or as authorised by the directors or by ordinary resolution of the Company

 

AUDITORS

 

98 Auditors of the Company may be appointed (subject to the exemptions contained in the Act) and, if so appointed, their duties shall be regulated in accordance with the Act

 

NOTICES

 

99 Any notice to be given in pursuance of these Articles shall be in writing except that a notice calling a meeting of the directors need not to be in writing, the Company may give any such notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address

 

100 Any notice, if sent by post, shall be deemed to have been given at the expiry of twenty four hours after posting, for the purpose of proving that any notice was given, it shall be sufficient to prove that the envelope containing the notice was property addressed and posted

 

101 A member present at any meeting of the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called

 

WINDING UP

 

102 If the Company is wound up, the liquidator shall transfer the assets of the Company to an appropriate body in accordance with the provisions of the Memorandum of  Association

 

INDEMNITY

 

103 In relation to indemnity for directors, the following shall apply

 

103.1 Subject to the provisions of the Act but without prejudice to any indemnity to which a director may otherwise be entitled, every director or other officer or auditor of the Company shall be indemnified out of the assets of the Company against any loss or liability which he may sustain or incur in connection with the execution of the duties of his office including without prejudice to that generality, any liability incurred by him in defending any proceedings, whether civil or criminal in which judgement is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company

 

103.2 The directors shall have power to purchase and maintain for any director, officer or auditor of the Company, insurance against any such liability as is referred to in Section 310(1) of the Act