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  Home > About Us > Amended Articles of Association - September 2018
Amended Articles of Association - September 2018
 

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ARTICLES OF ASSOCIATION  

Name

1. The company’s name is Muslim Women’s Network UK (and in thisdocument it is called the “charity”).

Interpretation

2. In the articles:

“address” means a postal address or, for the purposes ofelectronic communication, a fax number, an e-mail or postal address or atelephone number for receiving text messages in each case registered with thecharity;

“the articles” means the charity’s articles ofassociation;

“the charity” means the company intended to be regulatedby the articles;

“clear days” in relation to theperiod of a notice means a 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 takeeffect;

“the Commission” means the Charity Commission for Englandand Wales;

“Companies Acts” means the Companies Act (as defined insection 2 of the Companies Act 2006) insofar as they apply to the charity;

"Core Principles" mean those principles decidedby the Directors from time to time provided that those principles do notconflict with the Objects

“the Directors” means the directors of the charity. Thedirectors are charity trustees as defined by section 177 of the Charities Act2011;

“document” includes, unless otherwise specified, anydocument sent or supplied in electronic form;

“electronic form” has the meaning given in section 1168 ofthe Companies Act 2006;

“the members” means an individual or organisation who hasapplied to the charity in the form required by the directors and the membershiphas been approved by the directors; 

“the memorandum” means the charity’s memorandum ofassociation;

"the Mission" means the following statement: Ourmission is to achieve an equal and just society through Islamic feminism

“officers” includes thedirectors and secretary (if any);

“the seal” means the common seal of the charity if it hasone;

“secretary” means any person appointed to perform theduties of the secretary of the charity;

“in writing” includes written printed or transmittedwriting including by electronic communication;

“the United Kingdom” means Great Britain and NorthernIreland;

"the Vision" means the following statement: Asociety where Muslim women can have an effective voice and the opportunity toexercise their rights to contribute equally.

And words importing one gender shall include all genders,and the singular includes the plural and vice versa.

Unless the context otherwise requires words or expressionscontained in the articles have the same meaning as in the Companies Acts butexcluding any statutory modification not in force when this constitutionbecomes binding on the charity.

Apart from the exception mentioned in the previous paragrapha reference to an Act of Parliament includes any statutory modification orre-enactment of it for the time being in force. 

Liability of members

3. Theliability of the members is limited to a sum not exceeding £1, being the amountthat each member undertakes to contribute to the assets of the charity in theevent of its being wound up while he, she or it is a member or within one yearafter he, she or it ceases to be a member, for:

(1)    Paymentof the charity’s debts and liabilities incurred before he, she or it ceases tobe a member;

(2)    Paymentof the costs, charges and expenses of winding up; and

(3)   Adjustment of the rights of the contributories amongthemselves.

Objects

4. The charity’s objects (“Objects”)are:

(1)   The promotion of equality and diversity for the publicbenefit, in particular by advancing education and raising awareness in equalityand diversity, and promoting activities to foster understanding between peoplefrom diverse backgrounds.

(2)   To promote social inclusion for the public benefit byworking with people who are socially excluded on the grounds of their sex,ethnic origin, religion, belief or creed

(in particular, women in theMuslim community) to relieve the needs of such people and assist them toachieve their potential and integrate into society, in particular by:

a.      Providing forums that encourages and enables members ofthe Muslim community to participate more effectively with the wider community;

b.     Increasing, or co-ordinating, opportunities for membersof the Muslim community to engage with service providers, to enable thoseproviders to adapt services to better meet the needs of that community. 

(3)   The promotion of religious and racial harmony for thebenefit of the public by promoting knowledge and mutual understanding andrespect of the beliefs and practices of different religious and racial groups.

Powers

5. Thecharity has power to do anything which is calculated to further its Objects oris conducive or incidental to doing so. In particular, the charity has power:

(1)   To raise funds. In doing so, the charity must notundertake any taxable permanent trading activity and must comply with anyrelevant statutory regulations;

(2)    To buy, take on lease or in exchange, hire or otherwiseacquire any property and to maintain and equip it for use;

(3)   To sell, lease or otherwise dispose of all or any partof the property belonging to the charity. In exercising this power, thetrustees must comply as appropriate within sections 117 – 122 of the CharitiesAct 2011;

(4)    To borrow money and to charge the whole or any part ofthe property belonging to the charity as security for repayment of the moneyborrowed or the discharge of an obligation. The charity must comply asappropriate with sections 124 – 126 of the Charities Act 2011 if they intend tomortgage land;

(5)     To obtain and pay for such goods and services as arenecessary for carrying out the work of the charity;

(6)      To co-operate with other charities, voluntary bodiesand statutory authorities and to exchange information and advice with them;

(7)       To establish or support any charitable trusts,associations or institutions formed for any of the charitable purposes includedin the Objects;

(8)        To acquire or merge with any other charity;

(9)        To enter into a partnership or joint venturearrangement with any other charity or other organisations;

(10)     To enter into contracts to carry out services on behalfof any other charity or other organisations;

(11)     To enter into contracts to carry out services on behalfof and/or for the charity by any other charity or other organisations;

(12)     To set aside income as a reserve against futureexpenditure but only in accordance with a written policy about reserves;

(13)     To employ and remunerate such staff as are necessaryfor carrying out the work of the charity. The charity may employ or remuneratea director only to the extent it is permitted to do so by article 7 andprovided it complies with the conditions in that article;

(14)       To:

(a)   Deposit or Invest funds;

(b)  Employ a professional fund-manager; and

(c)   Arrange for the investments or other property of thecharity to be held in the name of a nominee;

in the same manner and subject tothe same conditions as the trustees of a trust are permitted to do by theTrustee Act 2000;

(15)       To provide indemnity insurance for the directors inaccordance with, and subject to the conditions in, section 189 of the CharitiesAct 2011;

(16)       To pay out of the funds of the charity the costs offorming and registering the charity both as a company and as a charity;

(17)       To do all such other lawful things as are necessary inpursuit of the objects.

Application of income and property

6. (1)The income and property of the charity shall be applied solely towards thepromotion of the objects and for sustaining the charity.

(2)    (a) A director is entitled to be reimbursed from the property of the charity or maypay out of such property reasonable expenses properly incurred by him or herwhen acting on behalf of the charity.

(b)  A director may benefit from trustee indemnity insurancecover purchased at the charity’s expense in accordance with, and subject to theconditions in, section 189 of the Charities Act 2011. 

(c)   A director may receive an indemnity from the charity inthe circumstances specified in article 60.

(d)  A director may not receive any other benefit or paymentunless it is authorised by article 7. 

(3)    Subjectto article 7, none of the income or property of the charity may be paid ortransferred directly or indirectly by way of dividend bonus or otherwise by wayof profit to any member of the charity. This does not prevent a member who isnot also a director from receiving:

(a)   A benefit from the charity in the capacity of abeneficiary of the charity;

(b)  Reasonable and proper remuneration for any goods orservices supplied to the charity.

Benefits and payments to charity directorsand connected persons

7.       (1) General provisions

No director or connected personmay:

(a)   buy or receive any goods or services from the charityon terms preferential to those applicable to members of the public;

(b)  sell goods, services or any interest in land to thecharity;

(c)   be employed by, or receive any remuneration from, thecharity;

(d)  receive any other financial benefit from the charity;

unless the payment is permitted by sub-clause (2) of thisclause, or authorised by the court or the Charity Commission (“theCommission”). 

In this article, a “financial benefit” means a benefit,direct or indirect, which is either money or has a monetary value. 

(2) Scopeand powers permitting directors’ or connected persons’ benefits

(a)   A director or connected person may receive a benefitfrom the charity in the capacity of a beneficiary of the charity provided thata majority of the directors do not benefit in this way.

(b)  A director or connected person may enter into acontract for the supply of services, or of goods that are supplied inconnection with the provision of services, to the charity where that ispermitted in accordance with, and subject to the conditions in, sections 185and 186 of the Charities Act 2011.

(c)   Subject to sub-clause (3) of this article a director orconnected person may provide the charity with goods that are not supplied inconnection with services provided to the charity by the director or connectedperson.

(d)  A director or connected person may receive interest onmoney lent to the charity at a reasonable and proper rate which must be notmore than the Bank of England bank rate (also known as the base rate).

(e)   A director or connected person may receive rent forpremises let by the director or connected person to the charity. The amount ofthe rent and the other terms of the lease must be reasonable and proper. Thedirector concerned must withdraw from any meeting at which such a proposal orrent or other terms of the lease are under discussion.

(f)    A director or connected person may take part in thenormal trading and fundraising activities of the charity on the same terms asmembers of the public.

(3) Paymentfor supply of goods only – controls

The charity and its directors mayonly rely upon the authority provided by subclause 2 (c) of this clause if eachof the following conditions is satisfied:

(a)   The amount or maximum amount of the payment for thegoods is set out in an agreement in writing between the charity or itsdirectors (as the case may be) and the director or connected person supplyingthe goods (“the supplier”) under which the supplier is to supply the goods inquestion to or on behalf of the charity.

(b)  The amount or maximum amount of the payment for thegoods does not exceed what is reasonable in the circumstances for the supply ofthe goods in question.

(c)   The other directors are satisfied that it is in thebest interests of the charity to contract with the supplier rather than withsomeone who is not a director or connected person. In reaching that decisionthe directors must balance the advantage of contracting with a director orconnected person against the disadvantages of doing so.

(d)  The supplier is absent from the part of any meeting atwhich there is discussion of the proposal to enter into a contract or arrangementwith him or her or it with regard to the supply of goods to the charity.

(e)   The supplier does not vote on any such matter and isnot to be counted when calculating whether a quorum of directors is present atthe meeting.

(f)    The reason for their decision is recorded by thedirectors in the minute book.

(g)  A majority of the directors then in office are not inreceipt of remuneration or payments authorised by article 7.

(4) In sub-clauses (2)and (3) of this clause:

(a)   “the charity” includes any company in which thecharity:

(i)   holds more than 50% of the shares; or

(ii)  controlsmore than 50% of the voting rights attached to the shares; or

(iii)   has the right to appoint one or more directors to theboard of the company.

(b)  “connected person” includes any person within thedefinition set out in article 64 (Interpretation). 

Declaration of directors’ interests

8. A director must declare the natureand extent of any interest, direct or indirect, which he or she has in aproposed transaction or arrangement with the charity or in any transaction orarrangement entered into by the charity which has not previously been declared.A director must absent himself or herself from any discussions of the charitydirectors in which it is possible that a conflict will arise between his or herduty to act solely in the interests of the charity and any personal interest(including but not limited to any personal financial interest).

Conflict of interests and conflicts ofloyalties

9. (1)If a conflict of interests arises for a director because of a duty of loyaltyowed to another organisation or person and the conflict is not authorised byvirtue of any other provisions in the articles, the unconflicted directors mayauthorise such a conflict of interests where the following conditions apply:

(a)    Theconflicted director is absent from the part of the meeting at which there isdiscussion of any arrangement or transactions affecting that other organisationor person;

(b)   Theconflicted director does not vote on any such matter and is not to be countedwhen considering whether a quorum of directors is present at the meeting; and

(c)    Theunconflicted directors consider it is in the interests of the charity toauthorise the conflict of interests in the circumstances applying.

(2) In this article a conflict of interestsarising because of a duty of loyalty owed to another organisation or persononly refers to such a conflict which does not involve a direct or indirectbenefit of any nature to a director or to a connected person.

Members

10. (1) Thesubscribers to the memorandum are the first members of the charity.

(2) Membership is open to other individuals ororganisations who:

(a)  apply to the charity in the form required by thedirectors; and

(b)  area resident of the United Kingdom; and

(c)  agree with the charity's Vision, Mission, CorePrinciples and Objects; and

(d)  areapproved by the directors.

(3) 

(a)  The directors may only refuse an application formembership if, acting reasonably and properly, they consider it to be in thebest interests of the charity to refuse the application.

(b)   The directors must consider any written representationsthe applicant may make about the decision. The directors’ decision followingany written representations must be notified to the applicant in writing butshall be final.

(4)  Membershipis not transferable.

(5)  Thedirectors must keep a register of names and addresses of the members.

(6)  Membersprovide consent for any personal data provided to the charity to be processedby the charity in pursuance of its legal obligations, legitimate interests andObjects provided that any processing of data is in accordance with thecharity's privacy policy and the law.

Classes of membership

11. (1)The directors may establish classes of membership with different rights andobligations and shall record the rights and obligations in the register ofmembers.

(2)  Thedirectors may not directly or indirectly alter the rights or obligationsattached to a class of membership.

(3)  Therights attached to a class of membership may only be varied if:

(a)  three-quartersof the members of that class consent to the variation; or

(b)  aspecial resolution is passed at a separate general meeting of the members ofthat class agreeing to the variation.

(4)  Theprovisions in the articles about general meetings shall apply to any meeting inrelation to the variation of the rights of any class of members.

Honorary members

12. The directors may appoint anHonorary President, or any other Honorary member.

(1)    Honorarymembership shall be renewed annually by the Board of Directors on or not morethan 28 days before the Annual General Meeting. 

(2)    TheHonorary member may surrender his or her title at any time by providing atleast 14 days’ notice in writing to the Board.

(3)   The directors may revoke the appointment at any time bycalling a meeting of the Board of Directors.  

Termination of membership

13. Membership is terminated if:

(1)    Themember dies or, if it is an organisation, ceases to exist;

(2)    Themember resigns by written notice to the charity unless, after the resignation,there would be less than two members;

(3)    Anysum due from the member to the charity is not paid in full within six months ofit falling due;

(4)     

(a)   The member is removed from membership by a resolutionof the directors, made at a meeting of the directors, that it is in the bestinterests of the charity that his or her membership is terminated. The resolutionto remove a member, and the reasons for that decision, must be notified to themember within 7 days of the resolution being passed, and will only becomeeffective if:

i         within 14 days of the member being notified as set outin in 13(a) above the member has not made representations as set out in13(a)(ii) below; or

ii       the member or, at the option of the member, themember’s representative has made representations to the board of directors inwriting within 14 days of being informed that membership has been terminatedpursuant to 13.(4)(a) above as to why their membership should be reinstated;and

iii      theboard of directors have considered the representations at a meeting of thedirectors and have determined that it remains their view that it is in the bestinterests of the charity that membership should be terminated.

(b)  In the event that the board of directors, uponconsidering the representations of the member or their representative madeunder 13.(4)(a)(ii) above, determine that the membership of the memberconcerned should not be terminated, the resolution to terminate membership(having not been put into effect at that point) will be reversed at thefollowing directors’ meeting.

General meetings

14.  (1) The charity must hold its first annual generalmeeting within eighteen months after the date of its incorporation.

(2) An annual general meetingmust be held in each subsequent year and not more than fifteen months mayelapse between successive annual general meetings.

15.  The directors may call a general meeting at anytime. 

Notice of general meetings

16.  (1) The minimum period of notice required to hold ageneral meeting of the charity are:

(a)    twenty-oneclear days for an annual general meeting or a general meeting called for thepassing of a special resolution;

(b)  twenty-one clear days for all other general meetings.

(2)  Ageneral meeting may be called by shorter notice if it is so agreed by a majorityin number of members having a right to attend and vote at the meeting, being amajority who together hold not less than 75% of the total voting rights. 

(3)  Thenotice must specify the date, time and place of the meeting and the generalnature of the business to be transacted. If the meeting is to be an annualgeneral meeting, the notice must say so. The notice must also contain astatement setting out the right of members to appoint a proxy under section 324of the Companies Act 2006 and article 23.

(4)  The noticemust be given to all the members, the directors and to the staff.

17.  The proceedings at a meeting shall not beinvalidated because a person who was entitled to receive notice of the meetingdid not receive it because of an accidental omission by the charity.

Proceedings at general meetings

18. (1) No business shall be transactedat any general meeting unless a quorum is present.

(2) A quorum is:

(a)   15 members present in person or by proxy and entitledto vote upon the business to be conducted at the meeting; or

(b)   one tenth of the total membership at the time whicheveris the lower.

(3) The authorisedrepresentative of a member organisation shall be counted in the quorum.

19.  (1) if:

(a)    quorumis not present within forty five minutes from the time appointed for themeeting; or 

(b)  during a meeting a quorum ceases to be present;

the meeting shall be adjourned to such time and place asthe directors shall determine.

(2)   In relation to article 19 (1), where it becomesapparent that the reason for the absence of a quorum is:

(a)  due to industrial action/strike, transportation andinfrastructure issues, extreme weather or any other act of God, or any otherreason which has resulting delaying attendance at a general meeting; and

(b)  allowingadditional time for attendance will ensure that a quorum is present;

the directors may, with theagreement of those already present at the general meeting, allow additionaltime of up to one hour in addition to the forty five minutes specified inarticle 19 (1). The directors may allow any number of extensions provided thatthe collective time of the extensions does not add up to more than one hour.

(3)    Ifthe general meeting is inquorate, the directors must reconvene the meeting andwhere the adjourned meeting is to take place more than seven days after it wasadjourned, must give at least seven clear days’ notice of the reconvenedmeeting stating the date, time and place of the meeting.

(4)    Ifno quorum is present at the reconvened meeting within forty five minutes of thetime specified for the start of the meeting the members present in person or byproxy at that time shall constitute the quorum of that meeting.

20.  (1) General meetings shall be chaired by the personwho has been appointed to chair meetings of the directors.

(2)   If there is no such person or he or she is not presentwithin fifteen minutes of the time appointed for the meeting a directornominated by the directors shall chair the meeting.

(3)   If there is only one director present and willing toact, he or she shall chair the meeting.

(4)    Ifno director is present and willing to chair the meeting within fifteen minutesafter the time appointed for holding it, the members present in person or byproxy and entitled to vote must choose one of their number to chair themeeting.

21.  (1) The members present in person or by proxy at ameeting may resolve by ordinary resolution that the meeting shall be adjourned.

(2)   The person who is chairing the meeting must decide thedate, time and place at which the meeting is to be reconvened unless thosedetails are specified in the resolution.

(3)   No business shall be conducted at a reconvened meetingunless it could properly have been conducted at the meeting had the adjournmentnot taken place.

(4)    Ifa meeting is adjourned by a resolution of the members for more than seven days,at least seven clear days’ notice shall be given of the reconvened meetingstating the date, time and place of the meeting. 

22.  (1) Any vote at a meeting shall be decided by ashow of hands, or by any other means deemed appropriate, unless before, or onthe declaration of the result of, the show of hands a poll is demanded:

(a)    bythe person chairing the meeting; or

(b)   by atleast two members present in person or by proxy and having the right to vote atthe meeting; or

(c)   by a member or members present in person or by proxyrepresenting not less than one-tenth of the total voting rights of all themembers having the right to vote at the meeting.

(2)    (a)The declaration by the person who is chairing the meeting of the result of avote shall be conclusive unless a poll is demanded.

(b) The result of the vote must be recorded in the minutesof the charity but the number or proportion of votes cast need not be recorded.

(3) (a) A demand for a poll may be withdrawn, before thepoll is taken, but only with the consent of the person who is chairing themeeting.

(b) If the demand for a poll is withdrawn the demand shallnot invalidate the result of a show of hands declared before the demand wasmade.

(4)  (a) A poll must be taken as the person who is chairingthe meeting directs, who may appoint scrutineers (who need not be members) andwho may fix a time and place for declaring the results of the poll.

(b) The result of the poll shall be deemed to be theresolution of the meeting at which the poll is demanded.

(5) (a) A poll demanded on the election of a person tochair a meeting or on a question of adjournment must be taken immediately.  

(b) Apoll demanded on any other question must be taken either immediately or at suchtime and place as the person who is chairing the meeting directs.

(c)  Thepoll must be taken within thirty days after it has been demanded.

(d) Ifthe poll is not taken immediately at least seven clear days’ notice shall begiven specifying the time and place at which the poll is to be taken.

(e)  Ifa poll is demanded the meeting may continue to deal with any business that maybe conducted at the meeting.

Content of proxy notices

23. (1)Proxies may only validly be appointed by a notice in writing (a “proxy notice”)which – 

(a)    statesthe name and address of the member appointing the proxy;

(b)   identifiesthe person appointed to be that member’s proxy and the general meeting inrelation to which that person is appointed;

(c)    issigned by or on behalf of the member appointing the proxy, or is authenticatedin such manner as the directors may determine; and

(d)   isdelivered to the charity in accordance with the articles and any instructionscontained in the notice of the general meeting to which they relate.

(2)  Thecharity may require proxy notices to be delivered in a particular form, and mayspecify different forms for different purposes.

(3)  Proxynotices may specify how the proxy appointed under them is to vote (or that theproxy is to abstain from voting) on one or more resolutions.

(4)  Unlessa proxy notice indicates otherwise, it must be treated as –

(a)  allowing the person appointed under it as a proxydiscretion as to how to vote on any ancillary or procedural resolutions put tothe meeting; and

(b) appointing that person as a proxy in relation to anyadjournment of the general meeting to which it relates as well as the meetingitself. Delivery of proxy notices

23A. 

(1)   A person who is entitled to attend, speak or vote,(either on a show of hands or on a poll) at a general meeting remains soentitled in respect of that meeting or any adjournment of it, even though avalid proxy notice has been delivered to the charity by or on behalf of thatperson.

(2)   An appointment under a proxy notice may be revoked bydelivering to the charity a notice in writing given by or on behalf of theperson by whom or on whose behalf the proxy notice was given.

(3)   A notice revoking a proxy appointment only takes effectif it is delivered before the start of the meeting or adjourned meeting towhich it relates.

(4)   If a proxy notice is not executed by the personappointing the proxy, it must be accompanied by written evidence of theauthority of the person who executed it to execute it on the appointer’sbehalf.

Written resolutions

24. (1)A resolution in writing agreed by a simple majority (or in the case of aspecial resolution by a majority of not less than 75%) of the members who wouldhave been entitled to vote upon it had it been proposed at a general meetingshall be effective provided that:

(a)    acopy of the proposed resolution has been sent to every eligible member;

(b)  a simple majority (or in the case of a specialresolution a majority of not less than

75%) of members has signified itsagreement to the resolution; and

(c)   it is contained in an authenticated document which hasbeen received at the registered office within the period of 28 days beginningwith the circulation date.

(2)  A resolution in writing may comprise several copies towhich one or more members have signified their agreement.

(3)  In the case of a member that is an organisation, itsauthorised representative may signify its agreement.

Votes of members

25.  Subject to article 11, every member, whether anindividual or an organisation, shall have one vote.

26.  Any objection to the qualification of any votermust be raised at the meeting at which the vote is tendered and the decision ofthe person who is chairing the meeting shall be final.

27.  (1) Any organisation that is a member of thecharity may nominate any person to act as its representative at any meeting ofthe charity.

(2)  The organisation must give written notice to thecharity of the name of its representative. The representative shall not beentitled to represent the organisation at any meeting unless the notice hasbeen received by the charity. The representative may continue to represent theorganisation until written notice to the contrary is received by the charity.

(3) Any notice given to the charity will be conclusiveevidence that the representative is entitled to represent the organisation orthat his or her authority has been revoked. The charity shall not be requiredto consider whether the representative has been properly appointed by theorganisation.

Directors

28.  (1) A director must be a natural person aged 16years or older.

(2) A director must be a memberof the charity

(3) No one maybe appointed a director if he or she would be disqualified from acting underthe provisions of article 40.

29.  The minimum number of directors shall be 3 and themaximum shall be 7. 

30.  The first directors shall be those persons notifiedto Companies House as the first directors of the charity.

31.  A director may not appoint an alternate director orany other person to act on his or her behalf at meetings of the directors.

Powers of directors

32. (1) The directors shall manage thebusiness of the charity and may exercise all the powers of the charity unlessthey are subject to any restrictions imposed by the Companies Acts, thearticles or any special resolution.

(2)  No alteration of the articles or any special resolutionshall have retrospective effect to invalidate any prior act of the directors.

(3)  Any meeting of directors at which a quorum is presentat the time the relevant decision is made may exercise all the powersexercisable by the directors.

Appointment and Retirement of directors

33.  The directors may by ordinary resolution:

(1)    Appointa person who is willing to act to be a director and

(2)    Determinethe rotation in which any additional directors are to retire.

34.  The directors may appoint a person who is willingto act to be a director if:

(a)    Arecruitment process has been followed consisting of an application andinterview or any other method that the directors deem transparent and fair; and

(b)   Aselection criteria was agreed prior to advertising the role, either internallyor externally, by the directors; and

(c)   This appointment is approved by a quorum at a meetingof the directors.

(2) The date of appointment willbe the date at which the directors confirm appointment and not the date of themeeting of the directors.

35.  Appointment of directors will be for a fixed termof three years and a maximum of three terms can be served consecutively. 

36.  If a director has served three consecutive terms heor she must retire and can only be appointed again if a minimum of twelvemonths has elapsed since the date of retirement to the date of appointment. Theappointment of a director made after twelve months have elapsed from his or herdate of retirement shall be for a fixed term of three years and shall beregarded as the first term in line with article 35.

37.  No person other than a director retiring byrotation may be appointed a director unless he or she is recommended forre-appointment by the directors.

38.  The appointment of a director must not cause thenumber of directors to exceed any number fixed as the maximum number ofdirectors.

39.  All members who are entitled to receive notice of ageneral meeting must be given not less than seven nor more than twenty-eightclear days’ notice of any resolution of the appointment of directors. 

Disqualification and removal of directors

40.  A director shall cease to hold office if he or she:

(1)    Ceasesto be a director by virtue of any provision in the Companies Acts or isprohibited by law from being a director;

(2)    Isdisqualified from acting as a trustee by virtue of sections 178 and 179 of theCharities Act 2011 (or any statutory re-enactment or modification of thatprovision);

(3)    Ceasesto be a member of the charity;

(4)    Becomesincapable by reason of mental disorder, illness or injury of managing andadministering his or her own affairs;

(5)    Resignsas a director by notice to the charity (but only if at least two directors willremain in office when the notice of resignation is to take effect); or

(6)    Isabsent with permission of the directors from all their meetings held within aperiod of six consecutive months and the directors resolve that his or heroffice be vacated.

(7)    Isabsent without permission, notification or explanation of the directors from allmeetings held within a period of six months. 

(8)    Isdeemed by the directors to not, or no longer, subscribe to the Vision, Mission,Core Principles and/or Objects and that it is in the best interests of thecharity that he or she ceases to hold office. In such an instance, theprocedure as set out in Article 41 below is to be followed.

41.  A director shall cease to hold office if:

(1)    Avote of no confidence has been brought by a director; and

(2)    Ithas been seconded by another director; and

(3)    Ithas been approved by 75% of directors. 

42.  A director shall cease to hold office if:

(1)    Avote of no confidence has been brought by 15% or more of members; and

(2)    Arequest is made to the Board of Directors to remove a Director setting outreasons in writing; and

(3)    Uponreviewing the written reasons one or more directors considers that the vote ofno confidence by members warrants investigation by the Board; and

(4)   It has been approved by 75% of directors.

Remuneration of directors

43.  The directors must not be paid any remunerationunless it is authorised by article 7. 

Proceedings of directors

44.  (1) The directors may regulate their proceedings asthey think fit, subject to the provisions of the articles.

(2)  Anydirector may call a meeting of the directors. Every director must be given atleast three clear days’ notice of the meeting of directors unless:

(a)   It is not practicable to give such notice with regardto the urgency and importance of the matters to be decided; and

(b)  All directors have waived their entitlement to noticeor a quorum of directors agree that the entitlement of notice should be waivedhaving taken account of all the circumstances.

(3)  Thesecretary (if any) must call a meeting of the directors if requested to do soby a director.

(4)  Questionsarising at a meeting shall be decided by a majority of votes.

(5)  Inthe case of an equality of votes, the person who is chairing the meeting shallhave a second or casting vote.

(6)  Ameeting may be held by suitable electronic means agreed by the directors inwhich each participant may communicate with all the other participants.

(7)  Directorsparticipating in a meeting of Directors must participate at the same time butmay be in different places.

45.  (1) No decision may be made by a meeting of thedirectors unless a quorum is present at the time the decision is purported tobe made. [“Present” includes being present by suitable electronic means agreedby the directors in which a participant or participants may communicate withall other participants.]

(2)  Thequorum shall be 50% plus one rounded down of the total number of directors, orsuch larger number as may be decided from time to time by the directors.

(3)  A directorshall not be counted in the quorum present when any decision is made about amatter upon which that director is not entitled to vote.

46.  If the number of directors is less than the numberfixed as the quorum, the continuing directors or director may act only for thepurpose of filling vacancies or of calling a general meeting.

47.  (1) The directors shall appoint a director to chairtheir meetings and may at any time revoke such appointment.

(2)  Ifno-one has been appointed to chair meetings of the directors or if the personappointed is unwilling to preside or is not present within ten minutes afterthe time appointed for the meeting, the directors present may appoint one oftheir number to chair that meeting.

(3)  The personappointed to chair meetings of the directors shall have no functions or powersexcept those conferred by the articles or delegated to him or her by thedirectors.

48.  (1) A resolution in writing or in electronic formagreed by all of the directors entitled to receive notice of a meeting of thedirectors and to vote upon the resolution shall be as valid and effectual as ifit had been passed at a meeting of the directors duly convened and held.

(2)  Theresolution in writing may comprise several documents containing the text of theresolution in like form to each of which one or more directors has signifiedtheir agreement.

Delegation

49. (1) The directors may delegate anyof their powers or functions to an individual director or a committee of two ormore directors but the terms of any delegation must be recorded in the minutebook.

(2)  Thedirectors may impose conditions when delegating, including the conditionsthat: 

(a)   the relevant powers are to be exercised exclusively bythe committee to whom they delegate;

(b)   no expenditure may be incurred on behalf of the charityexcept in accordance with a budget previously agreed with the directors.

(3)  Thedirectors may revoke or alter a delegation.

(4)  Allacts and proceedings of any committees must be fully and promptly reported tothe directors.

Validity of directors’ decisions

50. (1)Subject to article 50(2), all acts done by a meeting of directors, or of acommittee of directors, shall be valid notwithstanding the participation in anyvote of a director:

(a)    whowas disqualified from holding office; 

(b)   whohad previously retired or who had been obliged by the constitution to vacateoffice;

(c)   who was not entitled to vote on the matter, whether byreason of a conflict of interests or otherwise; if without:

(d)   thevote of that director; and

(e)   that director being counted in the quorum; the decisionhas been made by a majority of the directors at a quorate meeting.

(2) Article 50 (1) does not permit a director or aconnected person to keep any benefit that may be conferred upon him or her by aresolution of the directors or of a committee of directors if, but for article50 (1), the resolution would have been void, or if the director had notcomplied with article 8. 

Seal

51. If the charity has a seal it mustonly be used by the authority of the directors or of a committee of directors authorisedby the directors. The directors may determine who shall sign any instrument towhich the seal is affixed and unless otherwise so determined it shall be signedby a director and by the secretary (if any) or by a second director.

Minutes

52. The directors must keep minutes ofall:

(1)    Appointmentsof officers made by the directors;

(2)    Proceedingsat meetings of the charity;

(3)    Meetingsof the directors and committees of directors including:

(a)   The names of the directors present at the meeting;

(b)  The decisions made at the meetings; and

(c)   Where appropriate the reasons for the decisions.

Accounts

53. (1) The directors must prepare foreach financial year accounts as required by the Companies Acts. The accountsmust be prepared to show a true and fair view and follow accounting standardsissued or adopted by the Accounting Standards Board or its successors andadhere to the recommendations of applicable Statements of Recommended Practice.

(2) The directors must keep accounting records as requiredby the Companies Act.

Annual Report and Return and Register ofCharities

54. (1)The directors must comply with the requirements of the Charities Act 2011, orany subsequent legislation or provisions, with regard to the: 

(a)    transmissionof a copy of the statements of account to the Commission;

(b)   preparationof an Annual Report and the transmission of a copy of it to the Commission;

(c)   preparation of an Annual Return and its transmission tothe Commission.

(2) The directors must notify the Commission promptly ofany changes to the charity’s entry on the Central Register of Charities.

Means of communication to be used

55.  (1) Subject to the articles, anything sent orsupplied by or to the charity under the articles may be sent or supplied in anyway in which the Companies Act 2006 provides for documents or information whichare authorised or required by any provision of that Act to be sent or suppliedby or to the charity.

(2)               Subject to the articles, any notice or document to besent or supplied to a director in connection with the taking of decisions bydirectors may also be sent or supplied by the means by which that director hasasked to be sent or supplied with such notices or documents for the time being.

56.  Any notice to be given to or by any person pursuantto the articles:

(1)    Mustbe in writing; or

(2)    Mustbe given in electronic form.

57.  (1) The charity may give any notice to a membereither:

(a)    personally;or

(b)   bysending it by post in a prepaid envelope addressed to the member at his or heraddress; or

(c)    byleaving it at the address of the member; or

(d)   bygiving it in electronic form to the member’s address or email address; or

(e)   by placing the notice on a website and providing theperson with a notification in writing or in electronic form of the presence ofthe notice on the website. The notification must state that it concerns anotice of a company meeting and must specify the place, date and time of themeeting.

(2)  A member who does not register an address with thecharity or who registers only a postal address that is not within the UnitedKingdom shall not be entitled to receive any notice from the charity.

58.  A member present in person at any meeting of thecharity shall be deemed to have received notice of the meeting and of thepurposes for which it was called.

59.  (1) Proof that an envelope containing a notice wasproperly addressed, prepaid and posted shall be conclusive evidence that thenotice was given. 

(2)   Proof that an electronic form was given shall beconclusive where the company can demonstrate that it was properly addressed andsent, in accordance with section 1147 of the Companies Act 2006.

(3)  In accordance with section 1147 of the Companies Act2006 notice shall be deemed to be given: 

(a)  48 hours after the envelope containing it was posted;or

(b)  inthe case of an electronic form of communication, 48 hours after it was sent.

Indemnity

60.(1) The charity shall indemnify a relevant director against any liabilityincurred in that capacity, to the extent permitted by sections 232 to 234 ofthe Companies Act 2006.

(2) In this article a “relevant director” means anydirector or former director of the charity.

Rules

61. (1)The directors may from time to time make such reasonable and proper rules orbye-laws as they may deem necessary or expedient for the proper conduct andmanagement of the charity.

(2)    Thebye-laws may regulate the following matters but are not restricted to them:

(a)   The admission of members of the charity (including theadmission of organisations to membership) and the rights and privileges of suchmembers, and the entrance fees, subscriptions and other fees or payments to bemade by members;

(b)  The conduct of members of the charity in relation toone another, and to the charity’s employees and volunteers;

(c)   The setting aside of the whole or any part or parts ofthe charity’s premises at any particular time or times or for any particularpurpose or purposes;

(d)  The procedure at general meeting and meetings of thedirectors in so far as such procedure is not regulated by the Companies Acts orby the articles;

(e)   Generally, all such matters as are commonly the subjectmatters of the company rules.

(3)    Thecharity in general meeting has the power to alter, add to or repeal the rulesor bye-laws.

(4)    Thedirectors must adopt such means as they think sufficient to bring the rules andbye-laws to the notice of members of the charity.

(5)   The rules or bye-laws shall be binding on all membersof the charity. No rule or bye-law shall be inconsistent with, or shall affector repeal anything contained in, the articles.

Disputes

62.If a dispute arises between members of the charity about the validity orpropriety of anything done by the members under these articles, and the disputecannot be resolved by agreement, the parties to the dispute must first try ingood faith to settle the dispute by mediation before resorting to litigation.

Dissolution

63. (1)The directors of the charity may make a resolution to dissolve the charity at ameeting of  directors, provided:

(a)    Membersare given seven clear days’ notice of the directors’ intention to dissolve thecharity at a meeting of directors;

(b)  The decision of the directors to dissolve the charityis a unanimous decision.

(2)   The directors of the charity may at any time before,and in expectation of, its dissolution resolve that any net assets of thecharity after all its debts and liabilities have been paid, or provision has beenmade for them, shall on or before the dissolution of the charity be applied ortransferred in any of the following ways:

(a)    directlyto the Objects; or

(b)   bytransfer to any charity or charities for purposes similar to the Objects; or

(c)   to any charity or charities for use for particularpurposes that fall within the Objects.

(3)   In no circumstances shall the net assets of the charitybe paid to or distributed among the members of the charity (except to a memberthat is itself a charity) and if no resolution in accordance with article 63(2) is passed by the members or the directors the net assets of the charityshall be applied for charitable purposes as directed by the Court ofCommission.

Interpretation

(20 Inarticle 7, sub-clause (2) of article 9 and sub-clause (2) of article 50“connected person” means:

(1)    Achild, parent, grandchild, grandparent, brother or sister of the director;

(2)    Thespouse or civil partner of the director or of any person falling withinsubclause (1) above;

(3)    Aperson carrying on business in partnership with the director or with any personfalling within sub-clause (1) or (2) above;

(4)    Aninstitution which is controlled –

(a)   By the director or any connected person falling withinsub-clause (1), (2), or (3) above; or

(b)  By two or more persons falling within sub-clause (4)(a), when taken together

(5)    Abody corporate in which – 

(a)   The director or any connected person falling withinsub-clauses (1) to (3) has a substantial interest; or

(b)  Two or more persons falling within sub-clause (5) (a)who, when taken together, have a substantial interest.

(6)    Sections350 – 352 of the Charities Act 2011 apply for the purposes of interpreting theterms used in this article. 

 
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Registered Charity No. 1155092

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Email: contact@mwnuk.co.uk




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