ARTICLES OF ASSOCIATION
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- The company’s name is Muslim Women’s Network UK (and in this document it is called the “charity”).
- In the articles:
“address” means a postal address or,for the purposes of electronic communication, a fax number, an e-mail or postaladdress or a telephone number for receiving text messages in each caseregistered with the charity;
“the articles” means the charity’sarticles of association;
“the charity” means the companyintended to be regulated by the articles;
“clear days” in relation to the periodof a notice means a period excluding:
- Theday when the notice is given or deemed to be given; and
- Theday for which it is given or on which it is to take effect;
“the Commission” means the CharityCommission for England and Wales;
“Companies Acts” means the CompaniesAct (as defined in section 2 of the Companies Act 2006) insofar as they applyto the charity;
“the Directors” means the directors ofthe charity. The directors are charity trustees as defined by section 177 ofthe Charities Act 2011;
“document” includes, unless otherwisespecified, any document sent or supplied in electronic form;
“electronic form” has the meaning givenin section 1168 of the Companies Act 2006;
“the members” means an individual ororganisation who has applied to the charity in the form required by thedirectors and the membership has been approved by the directors;
“the memorandum” means the charity’smemorandum of association;
“officers” includes the directors andsecretary (if any);
“the seal” means the common seal of thecharity if it has one;
“secretary” means any person appointedto perform the duties of the secretary of the charity;
“in writing” includes written printedor transmitted writing including by electronic communication;
“the United Kingdom” means GreatBritain and Northern Ireland;
And words importing one gender shallinclude all genders, and the singular includes the plural and vice versa.
Unless the context otherwise requireswords or expressions contained in the articles have the same meaning as in theCompanies Acts but excluding any statutory modification not in force when thisconstitution becomes binding on the charity.
Apart from the exception mentioned inthe previous paragraph a reference to an Act of Parliament includes anystatutory modification or re-enactment of it for the time being in force.
Liability of members
- 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 the event 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) 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) Adjustmentof the rights of the contributories among themselves.
- The charity’s objects (“Objects”) are:
(1) The promotion of equality and diversityfor the public benefit, in particular by advancing education and raisingawareness in equality and diversity, and promoting activities to fosterunderstanding between people from diverse backgrounds.
(2) To promote social inclusion for the public benefitby working with people who are socially excluded on the grounds of their sex,ethnic origin, religion, belief or creed (in particular, women in the Muslimcommunity) to relieve the needs of such people and assist them to achieve theirpotential and integrate into society, in particular by:
a. Providing forums that encourages and enablesmembers of the Muslim community to participate more effectively with the widercommunity;
b. Increasing, or co-ordinating, opportunitiesfor members of the Muslim community to engage with service providers, to enablethose providers to adapt services to better meet the needs of that community.
(3) The promotion of religious and racial harmony forthe benefit of the public by promoting knowledge and mutual understanding andrespect of the beliefs and practices of different religious and racial groups.
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 charitymust not undertake any taxable permanent trading activity and must comply withany 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 orany part of the property belonging to the charity. In exercising this power,the trustees must comply as appropriate within sections 117 – 122 of theCharities Act 2011;
(4) To borrow money and to charge the wholeor any part of the property belonging to the charity as security for repaymentof the money borrowed or the discharge of an obligation. The charity mustcomply as appropriate with sections 124 – 126 of the Charities Act 2011 if theyintend to mortgage land;
(5) To obtain and pay for such goods andservices 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 andadvice with them;
(7) To establish or support any charitabletrusts, associations or institutions formed for any of the charitable purposesincluded in the Objects;
(8) To acquire or merge with any othercharity;
(9) To enter into a partnership or jointventure arrangement with any other charity or other organisations;
(10) Toenter into contracts to carry out services on behalf of any other charity orother organisations;
(11) Toenter into contracts to carry out services on behalf of and/or for the charityby any other charity or other organisations;
(12) Toset aside income as a reserve against future expenditure but only in accordancewith a written policy about reserves;
(13) Toemploy and remunerate such staff as are necessary for carrying out the work ofthe charity. The charity may employ or remunerate a director only to the extentit is permitted to do so by article 7 and provided it complies with theconditions in that article;
(a) Deposit or Invest funds;
(b) Employ a professional fund-manager; and
(c) Arrange for the investments or otherproperty of the charity to be held in the name of a nominee;
in the same manner and subject to thesame conditions as the trustees of a trust are permitted to do by the TrusteeAct 2000;
(15) Toprovide indemnity insurance for the directors in accordance with, and subjectto the conditions in, section 189 of the Charities Act 2011;
(16) Topay out of the funds of the charity the costs of forming and registering thecharity both as a company and as a charity;
(17) Todo all such other lawful things as are necessary in pursuit of the objects.
Application of income andproperty
- (1) The income and property of the charity shall be applied solely towards the promotion 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) Adirector may benefit from trustee indemnity insurance cover purchased at thecharity’s expense in accordance with, and subject to the conditions in, section189 of the Charities Act 2011.
(c) A directormay receive an indemnity from the charity in the circumstances specified in article60.
(d) Adirector may not receive any other benefit or payment unless it is authorisedby 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) Abenefit from the charity in the capacity of a beneficiary of the charity;
(b) Reasonableand proper remuneration for any goods or services supplied to the charity.
Benefits and payments tocharity directors and connected persons
- (1) General provisions
No director or connected person may:
(a) buyor receive any goods or services from the charity on terms preferential tothose applicable to members of the public;
(b) sellgoods, services or any interest in land to the charity;
(c) beemployed by, or receive any remuneration from, the charity;
(d) receiveany other financial benefit from the charity;
unless the payment is permitted bysub-clause (2) of this clause, or authorised by the court or the CharityCommission (“the Commission”).
In this article, a “financial benefit”means a benefit, direct or indirect, which is either money or has a monetary value.
(2) Scope and powers permitting directors’ or connected persons’ benefits
(a) Adirector or connected person may receive a benefit from the charity in thecapacity of a beneficiary of the charity provided that a majority of the directorsdo not benefit in this way.
(b) Adirector or connected person may enter into a contract for the supply ofservices, or of goods that are supplied in connection with the provision ofservices, to the charity where that is permitted in accordance with, andsubject to the conditions in, sections 185 and 186 of the Charities Act 2011.
(c) Subjectto sub-clause (3) of this article a director or connected person may providethe charity with goods that are not supplied in connection with servicesprovided to the charity by the director or connected person.
(d) Adirector or connected person may receive interest on money lent to the charity ata reasonable and proper rate which must be not more than the Bank of Englandbank rate (also known as the base rate).
(e) Adirector 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 termsof the lease must be reasonable and proper. The director concerned mustwithdraw from any meeting at which such a proposal or rent or other terms ofthe lease are under discussion.
(f) Adirector or connected person may take part in the normal trading andfundraising activities of the charity on the same terms as members of thepublic.
(3) Payment for supply of goods only – controls
The charity and its directors may onlyrely upon the authority provided by sub-clause 2 (c) of this clause if each ofthe following conditions is satisfied:
(a) Theamount or maximum amount of the payment for the goods is set out in anagreement in writing between the charity or its directors (as the case may be)and the director or connected person supplying the goods (“the supplier”) underwhich the supplier is to supply the goods in question to or on behalf of thecharity.
(b) Theamount or maximum amount of the payment for the goods does not exceed what isreasonable 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 orconnected person. In reaching that decision the directors must balance theadvantage of contracting with a director or connected person against thedisadvantages of doing so.
(d) Thesupplier 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 withregard to the supply of goods to the charity.
(e) Thesupplier does not vote on any such matter and is not to be counted whencalculating whether a quorum of directors is present at the meeting.
(f) Thereason for their decision is recorded by the directors in the minute book.
(g) Amajority of the directors then in office are not in receipt of remuneration orpayments authorised by article 7.
(4) Insub-clauses (2) and (3) of this clause:
(a) “thecharity” includes any company in which the charity:
(i) holds more than 50% of the shares;or
(ii) controls more than 50% of thevoting rights attached to the shares; or
(iii) has the right to appoint one ormore directors to the board of the company.
(b) “connectedperson” includes any person within the definition set out in article 64(Interpretation).
Declaration of directors’interests
- 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 into by 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 andconflicts of loyalties
- (1) If a conflict of interests arises for a director because of a duty of loyalty owed to another organisation or person and the conflict is not authorised by virtue of any other provisions in the articles, the unconflicted directors may authorise 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) Inthis article a conflict of interests arising because of a duty of loyalty owedto another organisation or person only refers to such a conflict which does notinvolve a direct or indirect benefit of any nature to a director or to aconnected person.
- (1) The subscribers to the memorandum are the first members of the charity.
(2) Membership is open to otherindividuals or organisations who:
(a) apply to the charity in the formrequired by the directors; and
(b) are approved by the directors.
(a) The directors may only refuse anapplication for membership if, acting reasonably and properly, they consider itto be in the best interests of the charity to refuse the application.
(b) The directors must inform the applicantin writing or in electronic form of the reasons for refusal within twenty-eightdays of the decision.
(c) The directors must consider anywritten representations the applicant may make about the decision. Thedirectors’ decision following any written representations must be notified tothe applicant in writing but shall be final.
(4) Membership is not transferable.
(5) The directors must keep a registerof names and addresses of the members.
Classes of membership
- (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 orindirectly alter the rights or obligations attached to a class of membership.
(3) The rights attached to a class ofmembership may only be varied if:
(a) three-quarters of the members ofthat class consent to the variation; or
(b) a special resolution is passed at aseparate general meeting of the members of that class agreeing to thevariation.
(4) The provisions in the articlesabout general meetings shall apply to any meeting in relation to the variationof the rights of any class of members.
- The directors may appoint an Honorary 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) Thedirectors may revoke the appointment at any time by calling a meeting of theBoard of Directors.
Termination of membership
- 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) Themember is removed from membership by a resolution of the directors that it isin 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) Themember has been given at least twenty one days’ notice in writing of themeeting of the directors at which the resolution will be proposed and thereasons 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.
- (1) The charity must hold its first annual general meeting within eighteen months after the date of its incorporation.
(2) An annual general meeting must beheld in each subsequent year and not more than fifteen months may elapse betweensuccessive annual general meetings.
- The directors may call a general meeting at any time.
Notice of generalmeetings
- (1) The minimum period of notice required to hold a general 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-oneclear days for all other general meetings.
(2) A general meeting may be called byshorter notice if it is so agreed by a majority in number of members having aright to attend and vote at the meeting, being a majority who together hold notless 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 betransacted. If the meeting is to be an annual general meeting, the notice mustsay so. The notice must also contain a statement setting out the right ofmembers to appoint a proxy under section 324 of the Companies Act 2006 and article23.
(4) The notice must be given to all themembers, the directors and to the staff.
- The proceedings at a meeting shall not be invalidated because a person who was entitled to receive notice of the meeting did not receive it because of an accidental omission by the charity.
Proceedings at generalmeetings
- (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 byproxy and entitled to vote upon the business to be conducted at the meeting; or
(b) one tenth of the total membershipat the time
whichever is the lower.
(3) The authorised representative of amember organisation shall be counted in the quorum.
- (1) if:
(a) quorumis not present within forty five minutes from the time appointed for themeeting; or
(b) duringa meeting a quorum ceases to be present;
the meeting shall be adjourned to suchtime 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 ofGod, or any other reason which has resulting delaying attendance at a generalmeeting; and
(b) allowing additional time forattendance will ensure that a quorum is present;
the directors may, with the agreementof those already present at the general meeting, allow additional time of up toone hour in addition to the forty five minutes specified in article 19 (1). Thedirectors may allow any number of extensions provided that the collective timeof the extensions does not add up to more than one hour.
(3) Ifthe general meeting is inquorate, the directors must reconvene the meeting and wherethe 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.
- (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 orshe is not present within fifteen minutes of the time appointed for the meetinga director nominated by the directors shall chair the meeting.
(3) If there is only one directorpresent and willing to act, he or she shall chair the meeting.
(4) If no director is present and willingto chair the meeting within fifteen minutes after the time appointed forholding it, the members present in person or by proxy and entitled to vote mustchoose one of their number to chair the meeting.
- (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 themeeting must decide the date, time and place at which the meeting is to bereconvened unless those details are specified in the resolution.
(3) No business shall be conducted at areconvened meeting unless it could properly have been conducted at the meetinghad the adjournment not taken place.
(4) If a meeting is adjourned by aresolution 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 andplace of the meeting.
- (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) bythe person chairing the meeting; or
(b) byat least two members present in person or by proxy and having the right to voteat the meeting; or
(c) bya member or members present in person or by proxy representing not less thanone-tenth of the total voting rights of all the members having the right tovote at the meeting.
(2) (a) The declaration by the personwho is chairing the meeting of the result of a vote shall be conclusive unlessa poll is demanded.
(b) The result of the vote must berecorded in the minutes of the charity but the number or proportion of votescast need not be recorded.
(3) (a) A demand for a poll may bewithdrawn, before the poll is taken, but only with the consent of the personwho is chairing the meeting.
(b) If the demand for a poll iswithdrawn the demand shall not invalidate the result of a show of handsdeclared before the demand was made.
(4) (a) A poll must be taken as theperson who is chairing the meeting directs, who may appoint scrutineers (whoneed not be members) and who may fix a time and place for declaring the resultsof the poll.
(b) The result of the poll shall bedeemed to be the resolution of the meeting at which the poll is demanded.
(5) (a) A poll demanded on the electionof a person to chair a meeting or on a question of adjournment must be takenimmediately.
(b) A poll demanded on any other questionmust be taken either immediately or at such time and place as the person who ischairing the meeting directs.
(c) The poll must be taken withinthirty days after it has been demanded.
(d) If the poll is not takenimmediately at least seven clear days’ notice shall be given specifying thetime and place at which the poll is to be taken.
(e) If a poll is demanded the meetingmay continue to deal with any business that may be conducted at the meeting.
Content of proxy notices
- (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) The charity may require proxynotices to be delivered in a particular form, and may specify different formsfor different purposes.
(3) Proxy notices may specify how theproxy appointed under them is to vote (or that the proxy is to abstain fromvoting) on one or more resolutions.
(4) Unless a proxy notice indicates otherwise,it must be treated as –
(a) allowing the person appointed underit as a proxy discretion as to how to vote on any ancillary or proceduralresolutions put to the meeting; and
(b) appointing that person as a proxyin relation to any adjournment of the general meeting to which it relates aswell 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 meetingor any adjournment of it, even though a valid proxy notice has been deliveredto the charity by or on behalf of that person.
(2) Anappointment 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 whosebehalf 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) Ifa proxy notice is not executed by the person appointing the proxy, it must beaccompanied by written evidence of the authority of the person who executed itto execute it on the appointer’s behalf.
- (1) A resolution in writing agreed by a simple majority (or in the case of a special resolution by 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 effective provided that:
(a) acopy of the proposed resolution has been sent to every eligible member;
(b) asimple majority (or in the case of a special resolution a majority of not lessthan 75%) of members has signified its agreement to the resolution; and
(c) itis contained in an authenticated document which has been received at theregistered office within the period of 28 days beginning with the circulationdate.
(2) A resolution in writing maycomprise several copies to which one or more members have signified theiragreement.
(3) In the case of a member that is anorganisation, its authorised representative may signify its agreement.
Votes of members
- Subject to article 11, every member, whether an individual or an organisation, shall have one vote.
- 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 the meeting shall be final.
- (1) Any organisation that is a member of the charity may nominate any person to act as its representative at any meeting of the charity.
(2) The organisation must give writtennotice to the charity of the name of its representative. The representativeshall not be entitled to represent the organisation at any meeting unless thenotice has been received by the charity. The representative may continue torepresent the organisation until written notice to the contrary is received bythe charity.
(3) Any notice given to the charitywill be conclusive evidence that the representative is entitled to representthe organisation or that his or her authority has been revoked. The charityshall not be required to consider whether the representative has been properlyappointed by the organisation.
- (1) A director must be a natural person aged 16 years or older.
(2) No one may be appointed a directorif he or she would be disqualified from acting under the provisions of article40.
- The minimum number of directors shall be 3 and the maximum shall be 12.
- The first directors shall be those persons notified to Companies House as the first directors of the charity.
- A director may not appoint an alternate director or any other person to act on his or her behalf at meetings of the directors.
Powers of directors
- (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 orany special resolution shall have retrospective effect to invalidate any prioract of the directors.
(3) Any meeting of directors at which aquorum is present at the time the relevant decision is made may exercise allthe powers exercisable by the directors.
Appointment andRetirement of directors
- 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.
- The directors may appoint a person who is willing to 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) Thisappointment is approved by a quorum at a meeting of the directors.
(2) The date of appointment will be thedate at which the directors confirm appointment and not the date of the meetingof the directors.
- Appointment of directors will be for a fixed term of three years and a maximum of three terms can be served consecutively.
- 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 shall be for a fixed term of three years and shall be regarded as the first term in line with article 35.
- 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.
- The appointment of a director must not cause the number of directors to exceed any number fixed as the maximum number of directors.
- All members who are entitled to receive notice of a general meeting must be given not less than seven nor more than twenty-eight clear days’ notice of any resolution of the appointment of directors.
Disqualification andremoval of directors
- 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 that provision);
(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 fromall meetings held within a period of six months.
- 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.
- A director shall cease to hold office if:
(1) Avote of no confidence has been brought by three or more 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) Ithas been approved by 75% of directors.
Remuneration of directors
- The directors must not be paid any remuneration unless it is authorised by article 7.
Proceedings of directors
- (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 ofthe directors. Every director must be given at least three clear days’ noticeof the meeting of directors unless:
(a) It is not practicable to give suchnotice with regard to the urgency and importance of the matters to be decided;and
(b) All directors have waived theirentitlement to notice or a quorum of directors agree that the entitlement ofnotice should be waived having taken account of all the circumstances.
(3) The secretary (if any) must call ameeting of the directors if requested to do so by a director.
(4) Questions arising at a meetingshall be decided by a majority of votes.
(5) In the case of an equality ofvotes, the person who is chairing the meeting shall have a second or castingvote.
(6) A meeting may be held by suitableelectronic means agreed by the directors in which each participant may communicatewith all the other participants.
(7) Directors participating in ameeting of Directors must participate at the same time but may be in differentplaces.
- (1) No decision may be made by a meeting of the directors unless a quorum is present 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 onerounded down of the total number of directors, or such larger number as may bedecided from time to time by the directors.
(3) A director shall not be counted inthe quorum present when any decision is made about a matter upon which thatdirector is not entitled to vote.
- If the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.
- (1) The directors shall appoint a director to chair their meetings and may at any time revoke such appointment.
(2) If no-one has been appointed tochair meetings of the directors or if the person appointed is unwilling topreside or is not present within ten minutes after the time appointed for themeeting, the directors present may appoint one of their number to chair thatmeeting.
(3) The person appointed to chairmeetings of the directors shall have no functions or powers except thoseconferred by the articles or delegated to him or her by the directors.
- (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 a meeting of the directors duly convened and held.
(2) The resolution in writing maycomprise several documents containing the text of the resolution in like formto each of which one or more directors has signified their agreement.
- (1) The directors may delegate any of their powers or functions 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 conditionswhen delegating, including the conditions that:
(a) the relevant powers are to beexercised exclusively by the committee to whom they delegate;
(b) no expenditure may be incurred onbehalf of the charity except in accordance with a budget previously agreed withthe directors.
(3) The directors may revoke or alter adelegation.
(4) All acts and proceedings of anycommittees must be fully and promptly reported to the directors.
Validity of directors’decisions
- (1) Subject to article 50(2), all acts done by a meeting of directors, or of a committee of directors, shall be valid notwithstanding the participation in any vote of a director:
(a) whowas disqualified from holding office;
(b) whohad previously retired or who had been obliged by the constitution to vacateoffice;
(c) whowas not entitled to vote on the matter, whether by reason of a conflict ofinterests or otherwise;
(d) thevote of that director; and
(e) thatdirector being counted in the quorum;
the decision has been made by amajority of the directors at a quorate meeting.
(2) Article 50 (1) does not permit adirector or a connected person to keep any benefit that may be conferred uponhim or her by a resolution of the directors or of a committee of directors if,but for article 50 (1), the resolution would have been void, or if the directorhad not complied with article 8.
- 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.
- The directors must keep minutes of all:
(1) Appointmentsof officers made by the directors;
(2) Proceedingsat meetings of the charity;
(3) Meetingsof the directors and committees of directors including:
(a) Thenames of the directors present at the meeting;
(b) Thedecisions made at the meetings; and
(c) Whereappropriate the reasons for the decisions.
- (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 by the Accounting Standards Board or its successors and adhere to the recommendations of applicable Statements of Recommended Practice.
(2) The directors must keep accountingrecords as required by the Companies Act.
Annual Report and Returnand Register of Charities
- (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) preparationof an Annual Return and its transmission to the Commission.
(2) The directors must notify theCommission promptly of any changes to the charity’s entry on the CentralRegister of Charities.
Means of communication tobe used
- (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 noticeor document to be sent or supplied to a director in connection with the takingof decisions by directors may also be sent or supplied by the means by whichthat director has asked to be sent or supplied with such notices or documentsfor the time being.
- Any notice to be given to or by any person pursuant to the articles:
(1) Mustbe in writing; or
(2) Mustbe given in electronic form.
- (1) The charity may give any notice to a member either:
(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) byplacing the notice on a website and providing the person with a notification inwriting or in electronic form of the presence of the notice on the website. Thenotification must state that it concerns a notice of a company meeting and mustspecify the place, date and time of the meeting.
(2) A member who does not register anaddress with the charity or who registers only a postal address that is notwithin the United Kingdom shall not be entitled to receive any notice from thecharity.
- 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.
- (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 givenshall be conclusive where the company can demonstrate that it was properlyaddressed and sent, in accordance with section 1147 of the Companies Act 2006.
(3) In accordance with section 1147 ofthe Companies Act 2006 notice shall be deemed to be given:
(a) 48 hours after the envelopecontaining it was posted; or
(b) in the case of an electronic formof communication, 48 hours after it was sent.
- (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 “relevantdirector” means any director or former director of the charity.
- (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) Thebye-laws may regulate the following matters but are not restricted to them:
(a) Theadmission of members of the charity (including the admission of organisationsto membership) and the rights and privileges of such members, and the entrancefees, subscriptions and other fees or payments to be made by members;
(b) Theconduct of members of the charity in relation to one another, and to thecharity’s employees and volunteers;
(c) Thesetting 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) Theprocedure at general meeting and meetings of the directors in so far as such procedureis 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) 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) Therules 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 anythingcontained in, the articles.
- If a dispute arises between members of the charity about the validity or propriety 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.
- (1) The directors of the charity may make a resolution to dissolve the charity at a meeting of directors, provided:
(a) Membersare given seven clear days’ notice of the directors’ intention to dissolve thecharity at a meeting of directors;
(b) Thedecision 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 debtsand liabilities have been paid, or provision has been made for them, shall onor before the dissolution of the charity be applied or transferred in any ofthe following ways:
(a) directlyto the Objects; or
(b) bytransfer to any charity or charities for purposes similar to the Objects; or
(c) toany charity or charities for use for particular purposes that fall within theObjects.
(3) In no circumstances shall the netassets of the charity be paid to or distributed among the members of thecharity (except to a member that is itself a charity) and if no resolution inaccordance with article 63 (2) is passed by the members or the directors thenet assets of the charity shall be applied for charitable purposes as directedby the Court of Commission.
(20Inarticle 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 withinsub-clause (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) Bythe director or any connected person falling within sub-clause (1), (2), or (3)above; or
(b) Bytwo or more persons falling within sub-clause (4) (a), when taken together
(5) Abody corporate in which –
(a) Thedirector or any connected person falling within sub-clauses (1) to (3) has asubstantial interest; or
(b) Twoor 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.