MUSLIM WOMEN’S NETWORK UK
ARTICLES OF ASSOCIATION
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1. The company’s name is MuslimWomen’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 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;
“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 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;
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 previousparagraph a reference to an Act of Parliament includes any statutorymodification or re-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) Payment ofthe charity’s debts and liabilities incurred before he, she or it ceases to bea member;
(2) Payment ofthe 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) Thepromotion of equality and diversity for the public benefit, in particular byadvancing education and raising awareness in equality and diversity, andpromoting activities to foster understanding between people from diversebackgrounds.
(2) Topromote social inclusion for the public benefit by working with people who aresocially excluded on the grounds of their sex, ethnic origin, religion, beliefor 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) Thepromotion of religious and racial harmony for the benefit of the public bypromoting knowledge and mutual understanding and respect of the beliefs andpractices of different religious and racial groups.
5. The charityhas 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 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;
(a) Deposit or Invest funds;
(b) Employa professional fund-manager; and
(c) Arrangefor the investments or other property of the charity to be held in the name ofa 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) Theincome 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 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) Adirector may receive an indemnity from the charity in the circumstancesspecified in article 60.
(d) Adirector may not receive any other benefit or payment unless it is authorisedby article 7.
(3) Subject toarticle 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) Reasonableand proper remuneration for any goods or services 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) 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 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) 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 charityat a 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 terms ofthe lease must be reasonable and proper. The director concerned must withdrawfrom 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 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) 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) The reason for their decision is recorded by thedirectors in the minute book.
(g) Amajority 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) controlsmore than 50% of the voting rights attached to the shares; or
(iii)hasthe right to appoint one or more 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
8. A director must declare the nature and extent of anyinterest, direct or indirect, which he or she has in a proposed transaction orarrangement with the charity or in any transaction or arrangement entered intoby the charity which has not previously been declared. A director must absenthimself or herself from any discussions of the charity directors in which it ispossible that a conflict will arise between his or her duty to act solely inthe interests of the charity and any personal interest (including but notlimited 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 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.
10. (1) The subscribers to thememorandum are the first members of the charity.
(2) Membership is open to other individuals ororganisations who:
(a) applyto the charity in the form required by the directors; and
(b) areapproved by the directors.
(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 inform the applicant in writing orin electronic form of the reasons for refusal within twenty-eight days of thedecision.
(c) 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.
Classes of membership
11. (1) Thedirectors 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.
12. The directors may appoint an Honorary President, or anyother 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
13. Membership is terminated if:
(1) The memberdies or, if it is an organisation, ceases to exist;
(2) The memberresigns by written notice to the charity unless, after the resignation, therewould be less than two members;
(3) Any sum duefrom the member to the charity is not paid in full within six months of itfalling due;
(4) The memberis removed from membership by a resolution of the directors that it is in thebest interests of the charity that his or her membership is terminated. Aresolution 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 monthsafter 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. Thedirectors 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 charityare:
(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) Ageneral meeting may be called by shorter notice if it is so agreed by amajority 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 votingrights.
(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 notice mustbe given to all the members, the directors and to the staff.
17. Theproceedings 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 meetingunless 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.
(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 such time and place asthe directors shall determine.
(2) Inrelation to article 19 (1), where it becomes apparent that the reason for theabsence of a quorum is:
(a) dueto industrial action/strike, transportation and infrastructure issues, extremeweather or any other act of God, or any other reason which has resultingdelaying 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) If thegeneral 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) If noquorum 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 person who has been appointed to chairmeetings of the directors.
(2) Ifthere 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 shallchair the meeting.
(3) Ifthere is only one director present and willing to act, he or she shall chairthe meeting.
(4) If nodirector 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 a meeting may resolve by ordinaryresolution that the meeting shall be adjourned.
(2) Theperson who is chairing the meeting must decide the date, time and place atwhich the meeting is to be reconvened unless those details are specified in theresolution.
(3) Nobusiness shall be conducted at a reconvened meeting unless it could properlyhave been conducted at the meeting had the adjournment not taken place.
(4) If ameeting 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 a show of hands, or by any othermeans deemed appropriate, unless before, or on the declaration of the resultof, the show of hands a poll is demanded:
(a) bythe person chairing the meeting; or
(b) by at leasttwo members present in person or by proxy and having the right to vote at themeeting; 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) Thedeclaration by the person who is chairing the meeting of the result of a voteshall 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) Proxiesmay 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) is signedby or on behalf of the member appointing the proxy, or is authenticated in suchmanner 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
(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.
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 entitledto vote upon it had it been proposed at a general meeting shall be effectiveprovided 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 itsagreement 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 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. Subjectto article 11, every member, whether an individual or an organisation, shallhave one vote.
26. Anyobjection to the qualification of any voter must be raised at the meeting atwhich 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 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.
28. (1)A director must be a natural person aged 16 years or older.
(2) No one may be appointed adirector if he or she would be disqualified from acting under the provisions ofarticle 40.
29. Theminimum number of directors shall be 3 and the maximum shall be 7.
30. Thefirst directors shall be those persons notified to Companies House as the firstdirectors of the charity.
31. Adirector 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 charityand may exercise all the powers of the charity unless they are subject to anyrestrictions imposed by the Companies Acts, the articles or any specialresolution.
(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. Thedirectors may by ordinary resolution:
(1) Appoint aperson who is willing to act to be a director and
(2) Determinethe rotation in which any additional directors are to retire.
34. Thedirectors 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) A selectioncriteria was agreed prior to advertising the role, either internally orexternally, by the directors; and
(c) Thisappointment is approved by a quorum at a meeting of 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. Appointmentof directors will be for a fixed term of three years and a maximum of threeterms can be served consecutively.
36. Ifa director has served three consecutive terms he or she must retire and canonly be appointed again if a minimum of twelve months has elapsed since thedate of retirement to the date of appointment. The appointment of a directormade 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 inline with article 35.
37. Noperson other than a director retiring by rotation may be appointed a directorunless he or she is recommended for re-appointment by the directors.
38. Theappointment of a director must not cause the number of directors to exceed anynumber fixed as the maximum number of directors.
39. Allmembers 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 anyresolution of the appointment of directors.
Disqualification and removal of directors
40. Adirector shall cease to hold office if he or she:
(1) Ceases tobe a director by virtue of any provision in the Companies Acts or is prohibitedby 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) Ceases tobe a member of the charity;
(4) Becomesincapable by reason of mental disorder, illness or injury of managing and administeringhis or her own affairs;
(5) Resigns asa 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) Is absentwith permission of the directors from all their meetings held within a periodof six consecutive months and the directors resolve that his or her office bevacated.
(7) Is absentwithout permission, notification or explanation of the directors from allmeetings held within a period of six months.
41. Adirector shall cease to hold office if:
(1) A vote ofno confidence has been brought by a director; and
(2) It has beenseconded by another director; and
(3) It has beenapproved by 75% of directors.
42. Adirector shall cease to hold office if:
(1) A vote ofno confidence has been brought by 15 or more members; and
(2) A requestis made to the Board of Directors to remove a Director setting out reasons inwriting; 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
43. Thedirectors 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 theprovisions 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 the directors unless a quorum ispresent at the time the decision is purported to be made. [“Present” includesbeing present by suitable electronic means agreed by the directors in which aparticipant or participants may communicate with all 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 director shallnot be counted in the quorum present when any decision is made about a matterupon which that director is not entitled to vote.
46. Ifthe number of directors is less than the number fixed as the quorum, thecontinuing directors or director may act only for the purpose of fillingvacancies 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) 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 form agreed by all of the directorsentitled to receive notice of a meeting of the directors and to vote upon theresolution shall be as valid and effectual as if it had been passed at ameeting 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.
49. (1) The directors may delegate any of their powers orfunctions to an individual director or a committee of two or more directors butthe terms of any delegation must be recorded in the minute book.
(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) 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 adirector:
(a) whowas disqualified from holding office;
(b) who hadpreviously 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; if without:
(d) the vote ofthat director; and
(e) thatdirector being counted in the quorum; the decision has been made by a majorityof 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.
51. If the charity has a seal it must only be used by theauthority of the directors or of a committee of directors authorised by thedirectors. The directors may determine who shall sign any instrument to whichthe seal is affixed and unless otherwise so determined it shall be signed by adirector and by the secretary (if any) or by a second director.
52. The directors must keep minutes of all:
(1) Appointmentsof officers made by the directors;
(2) Proceedingsat meetings of the charity;
(3) Meetings ofthe directors and committees of directors including:
(a) The names of the directors present at the meeting;
(b) Thedecisions made at the meetings; and
(c) Whereappropriate the reasons for the decisions.
53. (1) The directors must prepare for each financial yearaccounts as required by the Companies Acts. The accounts must be prepared toshow a true and fair view and follow accounting standards issued or adopted bythe Accounting Standards Board or its successors and adhere to therecommendations 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) Thedirectors must comply with the requirements of the Charities Act 2011, or anysubsequent 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 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 or supplied by or to the charity underthe articles may be sent or supplied in any way in which the Companies Act 2006provides for documents or information which are authorised or required by anyprovision 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 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. Anynotice to be given to or by any person pursuant to the articles:
(1) Must be inwriting; or
(2) Must begiven in electronic form.
57. (1)The charity may give any notice to a member either:
(b) by sendingit by post in a prepaid envelope addressed to the member at his or her address;or
(c) by leavingit at the address of the member; or
(d) by givingit 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 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. Amember present in person at any meeting of the charity shall be deemed to havereceived 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 andposted shall be conclusive evidence that the notice 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) 48hours after the envelope containing it was posted; or
(b) inthe case of an electronic form of communication, 48 hours after it was sent.
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.
61. (1) Thedirectors 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) 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 suchprocedure 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 charityin general meeting has the power to alter, add to or repeal the rules orbye-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.
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.
63. (1) Thedirectors 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) 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 thecharity after all its debts and liabilities have been paid, or provision hasbeen made for them, shall on or before the dissolution of the charity beapplied or transferred in any of the following ways:
(a) directlyto the Objects; or
(b) by transferto 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 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.
(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 spouseor civil partner of the director or of any person falling within subclause (1)above;
(3) A personcarrying 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) Bytwo or more persons falling within sub-clause (4) (a), when taken together
(5) A bodycorporate in which –
(a) The director or any connected person falling withinsub-clauses (1) to (3) has a substantial 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.