MUSLIM WOMEN'S NETWORK UK
ARTICLES OF ASSOCIATION
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1. The company's name is Muslim Women's Network UK Ltd (and in this document it is called the 'charity').
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 a telephone 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 the period 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) in so far as they apply to the charity;
'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;
'officers' includes thedirectors and secretary (if any);
'the seal' means the common seal of the charity if it has one;
'secretary' means any person appointed to perform the duties of the secretary of the charity;
'in writing' includes written printed or transmitted writing including by electronic communication;
'the United Kingdom' means Great Britain and Northern Ireland;
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 expressions contained in the articles have the same meaning as in the Companies Acts but excluding any statutory modification not in force when this constitution becomes binding on the charity.
Apart from the exception mentioned in the previous paragraph a reference to an Act of Parliament includes any statutory modification or re-enactment of it for the time being in force.
Liability of members
3. The liability of the members is limited to a sum not exceeding £1, being the amount that 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 year after he, she or it ceases to be a member, for:
(1) Payment of the charity's debts and liabilities incurred before he, she or it ceases to be a member;
(2) Payment of the costs, charges and expenses of winding up; and
(3) Adjustmentof the rights of the contributories among themselves.
4. The charity's objects ('Objects') are:
(1) The promotion of equality and diversity for the public benefit, in particular byadvancing education and raising awareness in equality and diversity, and promoting activities to foster understanding between people from diverse backgrounds.
(2) To promote social inclusion for the public benefit by working with people who aresocially excluded on the grounds of their sex, ethnic origin, religion, belief or creed
(in particular, women in the Muslim 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 those providers to adapt services to better meet the needs of that community.
(3) The promotion of religious and racial harmony for the benefit of the public by promoting knowledge and mutual understanding and respect of the beliefs and practices of different religious and racial groups.
5. The charity has power to do anything which is calculated to further its Objects or isconducive or incidental to doing so. In particular, the charity has power:
(1) To raise funds. In doing so, the charity must not undertake any taxable permanent trading activity and must comply with any relevant statutory regulations;
(2) To buy, take on lease or in exchange, hire or otherwise acquire 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, the trustees must comply as appropriate within sections 117 - 122 of the Charities Act 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 money borrowed or the discharge of an obligation. The charity must comply asappropriate with sections 124 - 126 of the Charities Act 2011 if they intend to mortgage land;
(5) To obtain and pay for such goods and services as are necessary for carrying out the work of the charity;
(6) To co-operate with other charities, voluntary bodies and 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 included in the Objects;
(8) To acquire or merge with any other charity;
(9) To enter into a partnership or joint venture arrangement 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 future expenditure but only in accordance with a written policy about reserves;
(13) To employ and remunerate such staff as are necessary for 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;
(a) Deposit or Invest funds;
(b) Employa professional fund-manager; and
(c) Arrange for the investments or other property of the charity 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 the Trustee Act 2000;
(15) To provide indemnity insurance for the directors inaccordance with, and subject to the conditions in, section 189 of the Charities Act 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) Adirector is entitled to be reimbursed from the property of the charity or may pay 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 insurance cover purchased at the charity's expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
(c) A director may receive an indemnity from the charity in the circumstances specified in article 60.
(d) A director may not receive any other benefit or payment unless it is authorised by article 7.
(3) Subject toarticle 7, none of the income or property of the charity may be paid or transferred 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 is not 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 or services supplied to the charity.
Benefits and payments to charity directors and connected persons
7. (1) General provisions
No director or connected person may:
(a) buy or receive any goods or services from the charity on terms preferential to those applicable to members of the public;
(b) sell goods, services or any interest in land to the charity;
(c) be employed by, or receive any remuneration from, the charity;
(d) receive any other financial benefit from the charity;
unless the payment is permitted by sub-clause (2) of this clause, or authorised by the court or the Charity Commission ('the Commission').
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 benefit from the charity in the capacity of a beneficiary of the charity provided that a majority of the directors do not benefit in this way.
(b) A director or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the charity where that is permitted in accordance with, and subject to the conditions in, sections 185 and 186 of the Charities Act 2011.
(c) Subject to sub-clause (3) of this article a director or connected person may provide the charity with goods that are not supplied in connection with services provided to the charity by the director or connected person.
(d) A director or connected person may receive interest on money lent to the charity at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).
(e) A director or connected person may receive rent for premises let by the directoror connected person to the charity. The amount of the rent and the other terms of the lease must be reasonable and proper. The director concerned must withdraw from any meeting at which such a proposal or rent or other terms of the leaseare under discussion.
(f) A director or connected person may take part in thenormal trading and fundraising activities of the charity on the same terms as members of the public.
(3) Payment for supply of goods only - controls
The charity and its directors mayonly rely upon the authority provided by subclause 2 (c) of this clause if each of 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 the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.
(c) Theother directors are satisfied that it is in the best interests of the charityto contract with the supplier rather than with someone who is not a director or connected person. In reaching that decision the directors must balance the advantage of contracting with a director or connected person against the disadvantages of doing so.
(d) The supplier is absent from the part of any meeting at which there is discussion ofthe proposal to enter into a contract or arrangement with 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 is not to be counted when calculating whether a quorum of directors is present at the meeting.
(f) The reason for their decision is recorded by the directors in the minute book.
(g) A majority of the directors then in office are not in receipt of remuneration orpayments authorised by article 7.
(4) In sub-clauses (2) and (3) of thisclause:
(a) 'the charity' includes any company in which thecharity:
(i) holds more than 50% of the shares; or
(ii) controls more than 50% of the voting rights attached to the shares; or
(iii) has the right to appoint one or more directors to the board of the company.
(b) 'connected person' includes any person within the definition set out in article 64 (Interpretation).
Declaration of directors' interests
8. A director must declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the charity or in any transaction or arrangement entered intoby the charity which has not previously been declared. A director must absent himself or herself from any discussions of the charity directors in which it is possible that a conflict will arise between his or her duty 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 aconflict of interests arises for a director because of a duty of loyalty owedto another organisation or person and the conflict is not authorised by virtueof any other provisions in the articles, the unconflicted directors may authorise such a conflict of interests where the following conditions apply:
(a) The conflicted director is absent from the part of the meeting at which there is discussion of any arrangement or transactions affecting that other organisationor person;
(b) The conflicted director does not vote on any such matter and is not to be counted when considering whether a quorum of directors is present at the meeting; and
(c) The unconflicted directors consider it is in the interests of the charity to authorise the conflict of interests in the circumstances applying.
(2) In this article a conflict of interest sarising because of a duty of loyalty owed to another organisation or persononly refers to such a conflict which does not involve a direct or indirect benefit of any nature to a director or to a connected person.
10. (1) The subscribers to the memorandum are the first members of the charity.
(2) Membership is open to other individuals or organisations who:
(a) apply to the charity in the form required by the directors; and
(b) are approved by the directors.
(a) The directors may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of the charity to refuse the application.
(b) The directors must inform the applicant in writing or in electronic form of the reasons for refusal within twenty-eight days of the decision.
(c) The directors must consider any written representations the applicant may make about the decision. The directors' decision following any written representations must be notified to the applicant in writing but shall be final.
(4) Membershipis not transferable.
(5) The directors must keep a register of names and addresses of the members.
Classes of membership
11. (1) The directors may establish classes of membership with different rights and obligations and shall record the rights and obligations in the register of members.
(2) The directors may not directly or indirectly alter the rights or obligations attached to a class of membership.
(3) The rights attached to a class of membership may only be varied if:
(a) three-quarters of the members of that class consent to the variation; or
(b) a special resolution is passed at a separate general meeting of the members ofthat class agreeing to the variation.
(4) The provisions in the articles about general meetings shall apply to any meeting inrelation to the variation of the rights of any class of members.
12. The directors may appoint an Honorary President, or anyother Honorary member.
(1) Honorary membership shall be renewed annually by the Board of Directors on or not morethan 28 days before the Annual General Meeting.
(2) The Honorary member may surrender his or her title at any time by providing at least 14 days notice in writing to the Board.
(3) The directors may revoke the appointment at any time by calling a meeting of theBoard of Directors.
Termination of membership
13. Membership is terminated if:
(1) The member dies or, if it is an organisation, ceases to exist;
(2) The member resigns by written notice to the charity unless, after the resignation, there would be less than two members;
(3) Any sum due from the member to the charity is not paid in full within six months of it falling due;
(4) The memberis removed from membership by a resolution of the directors that it is in the best interests of the charity that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:
(a) The member has been given at least twenty one days notice in writing of the meeting of the directors at which the resolution willbe proposed and the reasons why it is to be proposed;
(b) Themember or, at the option of the member, the member's representative (who neednot be a member of the charity) has been allowed to make representations to themeeting.
14. (1)The charity must hold its first annual general meeting 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 may elapse between successive annual general meetings.
15. The directors may call a general meeting at any time.
Notice of general meetings
16. (1)The minimum period of notice required to hold a general meeting of the charity are:
(a) twenty-one clear days for an annual general meeting or a general meeting called for the passing of a special resolution;
(b) twenty-one clear days for all other general meetings.
(2) A general meeting may be called by shorter notice if it is so agreed by a majority in number of members having a right to attend and vote at the meeting, being a majority who together hold not less than 75% of the total voting rights.
(3) The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so. The notice must also contain a statement setting out the right of members to appoint a proxy under section 324 of the Companies Act 2006 and article 23.
(4) The notice must be given to all the members, the directors and to the staff.
17. The proceedings at a meeting shall not be invalidated because a person who wasentitled to receive notice of the meeting did not receive it because of anaccidental omission by the charity.
Proceedings at general meetings
18. (1) No business shall be transacted at any general meeting unless a quorum is present.
(2) A quorum is:
(a) 15 members present in person or by proxy and entitled to 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 authorised representative of a member organisation shall be counted in the quorum.
19. (1) if:
(a) quorum is not present within forty five minutes from the time appointed for the meeting; or
(b) during a meeting a quorum ceases to be present;
the meeting shall be adjourned to such time and place as the directors shall determine.
(2) In relation to article 19 (1), where it becomes apparent that the reason for the absence of a quorum is:
(a) due to industrial action/strike, transportation and infrastructure issues, extreme weather or any other act of God, or any other reason which has resulting delaying attendance at a general meeting; and
(b) allowing additional time for attendance will ensure that a quorum is present;
the directors may, with the agreement of those already present at the general meeting, allow additional time of up to one hour in addition to the forty five minutes specified in article 19 (1). The directors may allow any number of extensions provided that the collective time of the extensions does not add up to more than one hour.
(3) If the general meeting is inquorate, the directors must reconvene the meeting andwhere the adjourned meeting is to take place more than seven days after it was adjourned, must give at least seven clear days notice of the reconvened meeting stating the date, time and place of the meeting.
(4) If no 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 by proxy at that time shall constitute the quorum of that meeting.
20. (1) General meetings shall be chaired by the person who has been appointed to chair meetings of the directors.
(2) If there is no such person or he or she is not present within fifteen minutes ofthe time appointed for the meeting a director nominated by the directors shall chair the meeting.
(3) If there is only one director present and willing to act, he or she shall chair the meeting.
(4) If no director is present and willing to chair the meeting within fifteen minutesafter the time appointed for holding it, the members present in person or by proxy and entitled to vote must choose one of their number to chair the meeting.
21. (1)The members present in person or by proxy at a meeting may resolve by ordinary resolution that the meeting shall be adjourned.
(2) The person who is chairing the meeting must decide the date, time and place at which the meeting is to be reconvened unless those details are specified in the resolution.
(3) No business shall be conducted at a reconvened meeting unless it could properly have been conducted at the meeting had the adjournment not taken place.
(4) If a 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 meeting stating the date, time and place of the meeting.
22. (1) Any vote at a meeting shall be decided by a show of hands, or by any other means deemed appropriate, unless before, or on the declaration of the result of, the show of hands a poll is demanded:
(a) by the person chairing the meeting; or
(b) by at least two members present in person or by proxy and having the right to vote at the meeting; or
(c) by a member or members present in person or by proxy representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.
(2) (a) The declaration by the person who is chairing the meeting of the result of a vote shall be conclusive unless a poll is demanded.
(b) The result of the vote must be recorded in the minutes of 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 the meeting.
(b) If the demand for a poll is withdrawn the demand shall not invalidate the result of a show of hands declared before the demand was made.
(4) (a) A poll must be taken as the person who is chairing the 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 the resolution 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 such time and place as the person who is chairing the meeting directs.
(c) The poll 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) states the name and address of the member appointing the proxy;
(b) identifies the person appointed to be that member's proxy and the general meeting inrelation to which that person is appointed;
(c) is signed by or on behalf of the member appointing the proxy, or is authenticated in suchmanner as the directors may determine; and
(d) is delivered to the charity in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.
(2) The charity may require proxy notices to be delivered in a particular form, and mayspecify different forms for different purposes.
(3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
(4) Unless a proxy notice indicates otherwise, it must be treated as :
(a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the 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 meeting itself. Delivery of proxy notices
(1) Aperson who is entitled to attend, speak or vote, (either on a show of hands oron a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the charity by or on behalf of that person.
(2) An appointment under a proxy notice may be revoked by delivering to the charity anotice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
(3) Anotice revoking a proxy appointment only takes effect if it is delivered beforethe start of the meeting or adjourned meeting to which it relates.
(4) If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointer's behalf.
24. (1) A resolutionin writing agreed by a simple majority (or in the case of a special resolutionby a majority of not less than 75%) of the members who would have been entitled to vote upon it had it been proposed at a general meeting shall be effectivep rovided that:
(a) a copy of the proposed resolution has been sent to every eligible member;
(b) a simple majority (or in the case of a special resolution a majority of not less than
75%) of members has signified its agreement to the resolution; and
(c) it is contained in an authenticated document which has been received at the registered office within the period of 28 days beginning with the circulationdate.
(2) A resolution in writing may comprise several copies to which 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. Subjectto article 11, every member, whether an individual or an organisation, shallhave one vote.
26. Any objection to the qualification of any voter must be raised at the meeting at which the vote is tendered and the decision of the person who is chairing themeeting shall be final.
27. (1)Any organisation that is a member of the charity may nominate any person to actas its representative at any meeting of the charity.
(2) The organisation must give written notice to the charity of the name of its representative. The representative shall not be entitled to represent the organisation at any meeting unless the notice has been received by the charity. The representative may continue to represent the organisation until written notice to the contrary is received by the charity.
(3) Any notice given to the charity will be conclusive evidence that the representative is entitled to represent the organisation or that his or her authority has been revoked. The charity shall not be required to consider whether the representative has been properly appointed by the organisation.
28. (1)A director must be a natural person aged 16 years or older.
(2) No one may be appointed a director if he or she would be disqualified from acting under the provisions of article 40.
29. The minimum number of directors shall be 3 and the maximum shall be 7.
30. The first directors shall be those persons notified to Companies House as the firstdirectors of the charity.
31. A director may not appoint an alternate director or any other person to act onhis or her behalf at meetings of the directors.
Powers of directors
32. (1) The directors shall manage the business of the charity and may exercise all the powers of the charity unless they are subject to any restrictions imposed by the Companies Acts, the articles or any special resolution.
(2) No alteration of the articles or any special resolution shall have retrospective effect to invalidate any prior act of the directors.
(3) Any meeting of directors at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the directors.
Appointment and Retirement of directors
33. The directors may by ordinary resolution:
(1) Appoint a person who is willing to act to be a director and
(2) Determine the rotation in which any additional directors are to retire.
34. The directors may appoint a person who is willing to act to be a director if:
(a) A recruitment process has been followed consisting of an application andinterview or any other method that the directors deem transparent and fair; and
(b) A selection criteria was agreed prior to advertising the role, either internally ore xternally, by the directors; and
(c) This appointment is approved by a quorum at a meeting of the directors.
(2) The date of appointment will be the date at which the directors confirm appointment and not the date of the meeting of the directors.
35. Appointment of directors will be for a fixed term of three years and a maximum of three terms can be served consecutively.
36. If a director has served three consecutive terms he or she must retire and can only be appointed again if a minimum of twelve months has elapsed since the date of retirement to the date of appointment. The appointment of a director made after twelve months have elapsed from his or her date of retirement shallbe for a fixed term of three years and shall be regarded as the first term in line with article 35.
37. No person other than a director retiring by rotation may be appointed a director unless he or she is recommended for re-appointment by the directors.
38. The appointment of a director must not cause the number of directors to exceed any number fixed as the maximum number of directors.
39. All members who are entitled to receive notice of a general meeting must be givennot less than seven nor more than twenty-eight clear 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) Ceases to be a director by virtue of any provision in the Companies Acts or is prohibited by law from being a director;
(2) Is disqualified from acting as a trustee by virtue of sections 178 and 179 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision);
(3) Ceases to be a member of the charity;
(4) Becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
(5) Resigns as a director by notice to the charity (but only if at least two directors will remain in office when the notice of resignation is to take effect); or
(6) Is absent with permission of the directors from all their meetings held within a period of six consecutive months and the directors resolve that his or her office be vacated.
(7) Is absent without permission, notification or explanation of the directors from all meetings held within a period of six months.
41. A director shall cease to hold office if:
(1) A vote of no confidence has been brought by a director; and
(2) It has been seconded by another director; and
(3) It has been approved by 75% of directors.
42. A director shall cease to hold office if:
(1) A vote of no confidence has been brought by 15 or more members; and
(2) A request is made to the Board of Directors to remove a Director setting out reasons inwriting; and
(3) Upon reviewing the written reasons one or more directors considers that the vote of no 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 remuneration unless it is authorised by article7.
Proceedings of directors
44. (1)The directors may regulate their proceedings as they think fit, subject to the provisions of the articles.
(2) Any director 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 regard to 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 waived having taken account of all the circumstances.
(3) The secretary (if any) must call a meeting of the directors if requested to do so by a director.
(4) Questions arising at a meeting shall be decided by a majority of votes.
(5) In the case of an equality of votes, the person who is chairing the meeting shall have a second or casting vote.
(6) A meeting may be held by suitable electronic means agreed by the directors inwhich each participant may communicate with all the other participants.
(7) Directors participating in a meeting of Directors must participate at the same time but may be in different places.
45. (1)No decision may be made by a meeting of the directors unless a quorum ispresent at the time the decision is purported to be made. ['Present' includes being present by suitable electronic means agreed by the directors in which a participant or participants may communicate with all other participants.]
(2) The quorum 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 director shall not be counted in the quorum present when any decision is made about a matterupon which that director is not entitled to vote.
46. If the number of directors is less than the number fixed as the quorum, thecontinuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.
47. (1)The directors shall appoint a director to chair their meetings and may at anytime revoke such appointment.
(2) If no-one has been appointed to chair meetings of the directors or if the person appointed 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 person appointed to chair meetings of the directors shall have no functions or powers except those conferred by the articles or delegated to him or her by thedirectors.
48. (1) A resolution in writing or in electronic form agreed by all of the directors entitled to receive notice of a meeting of the directors and to vote upon the resolution shall be as valid and effectual as if it had been passed at ameeting of the directors duly convened and held.
(2) The resolution in writing may comprise several documents containing the text of the resolution in like form to each of which one or more directors has signified their agreement.
49. (1) The directors may delegate any of their powers o rfunctions to an individual director or a committee of two or more directors but the terms of any delegation must be recorded in the minute book.
(2) The directors may impose conditions when delegating, including the conditions that:
(a) the relevant powers are to be exercised exclusively by the committee to whom they delegate;
(b) no expenditure may be incurred on behalf of the charity except in accordance with a budget previously agreed with the directors.
(3) The directors may revoke or alter a delegation.
(4) All acts and proceedings of any committees must be fully and promptly reported to the directors.
Validity of directors' decisions
50. (1) Subjectto article 50(2), all acts done by a meeting of directors, or of a committee ofdirectors, shall be valid notwithstanding the participation in any vote of a director:
(a) who was disqualified from holding office;
(b) who had previously retired or who had been obliged by the constitution to vacate office;
(c) who was not entitled to vote on the matter, whether by reason of a conflict of interests or otherwise; if without:
(d) the vote of that director; and
(e) that director being counted in the quorum; the decision has 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 are solution of the directors or of a committee of directors if, but for article 50 (1), the resolution would have been void, or if the director had not complied with article 8.
51. If the charity has a seal it must only be used by 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 it shall be signed by a director and by the secretary (if any) or by a second director.
52. The directors must keep minutes of all:
(1) Appointments of officers made by the directors;
(2) Proceedings at meetings of the charity;
(3) Meetings ofthe 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.
53. (1) The directors must prepare for each financial year accounts as required by the Companies Acts. The accounts must be prepared to show a true and fair view and follow accounting standards issued or adopted bythe Accounting Standards Board or its successors and adhere to the recommendations of applicable Statements of Recommended Practice.
(2) The directors must keep accounting records as required by the Companies Act.
Annual Report and Return and Register of Charities
54. (1) The directors must comply with the requirements of the Charities Act 2011, or any 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 to the Commission.
(2) The directors must notify the Commission promptly of any 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 or supplied by or to the charity under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by 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 by directors 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. Anynotice to be given to or by any person pursuant to the articles:
(1) Must be in writing; or
(2) Must be given in electronic form.
57. (1)The charity may give any notice to a member either:
(a) personally; or
(b) by sending it by post in a prepaid envelope addressed to the member at his or her address; or
(c) by leaving it at the address of the member; or
(d) by giving it in electronic form to the member's address or email address; or
(e) by placing the notice on a website and providing the person with a notification in writing or in electronic form of the presence of the notice on the website. The notification must state that it concerns a notice of a company meeting and must specify the place, date and time of the meeting.
(2) A member who does not register an address with the charity or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the charity.
58. A member present in person at any meeting of the charity shall be deemed to have received notice of the meeting and of the purposes for which it was called.
59. (1) Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.
(2) Proof that an electronic form was given shall be conclusive where the company can demonstrate that it was properly addressed and sent, in accordance with section 1147 of the Companies Act 2006.
(3) In accordance with section 1147 of the Companies Act 2006 notice shall be deemed to be given:
(a) 48 hours after the envelope containing it was posted; or
(b) in the case of an electronic form of communication, 48 hours after it was sent.
60.(1) The charity shall indemnify a relevant director against any liability incurred in that capacity, to the extent permitted by sections 232 to 234 of the Companies Act 2006.
(2) In this article a 'relevant director' means anydirector or former director of the charity.
61. (1) The directors may from time to time make such reasonable and proper rules or bye-laws as they may deem necessary or expedient for the proper conduct and management of the charity.
(2) The bye-laws may regulate the following matters but are not restricted to them:
(a) The admission of members of the charity (including the admission of organisations to membership) and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to bemade by members;
(b) The conduct of members of the charity in relation to one another, and to the charity's employees and volunteers;
(c) The setting aside of the whole or any part or parts of the charity's premises atany particular time or times or for any particular purpose or purposes;
(d) The procedure at general meeting and meetings of the directors in so far as such procedure is not regulated by the Companies Acts or by the articles;
(e) Generally, all such matters as are commonly the subject matters of the company rules.
(3) The charity in general meeting has the power to alter, add to or repeal the rules orbye-laws.
(4) The directors must adopt such means as they think sufficient to bring the rules and bye-laws to the notice of members of the charity.
(5) The rules or bye-laws shall be binding on all members of the charity. No rule orbye-law shall be inconsistent with, or shall affect or repeal anything contained in, the articles.
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 dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.
63. (1) The directors of the charity may make a resolution to dissolve the charity at a meeting of directors, provided:
(a) Members are 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 charity is 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 the charity after all its debts and liabilities have been paid, or provision has been made for them, shall on or before the dissolution of the charity be applied or transferred in any of the following ways:
(a) directly to the Objects; or
(b) by transfer to any charity or charities for purposes similar to the Objects; or
(c) to any charity or charities for use for particular purposes 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 charity shall be applied for charitable purposes as directed by the Court of Commission.
(20 In article 7, sub-clause (2) of article 9 and sub-clause (2) of article 50 'connected person' means:
(1) A child, parent, grandchild, grandparent, brother or sister of the director;
(2) The spouse or civil partner of the director or of any person falling within subclause (1) above;
(3) A person carrying on business in partnership with the director or with any person falling within sub-clause (1) or (2) above;
(4) An institution 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) A body 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 the terms used in this article.