CONSTRUCTION HEALTH AND SAFETY GROUP (a Company Limited by Guarantee and not having a share capital) MEMORANDUM OF ASSOCIATION
- The name of the Company (hereinafter called the “Group”) is CONSTRUCTION HEALTH AND SAFETY GROUP.
- The registered office of the Group is:
John Ryder Training Centre
St Ann’s Road, CHERTSEY,
Surrey KT16 9EH.
- The objects for which the Group is established are:
a) To protect and preserve occupational health and safety in the Construction Industry (hereinafter called “the Industry”);
(b) To study those aspects of the Industry and related operations necessary to improve occupational health and safety and to arrange and provide suitable training to meet these needs;
(c) To foster and develop co-operation between government, employers and trades unions in matters concerning health and safety.
AND the Group shall have the following powers exercisable in furtherance of its said objects but not otherwise:
(a) To promote the objects of the Group at all levels, nationally and internationally;
(b) To represent the collective interests of the Group and its members in all negotiations with Government in relation to:
(i) Comments on any proposal affecting the Group submitted to them for consideration by a member of either House of Parliament or a member or official of any central, regional or local authority;
(ii) Supply of relevant information concerning the Group to such persons including such arguments as may be used in debate in furtherance of the object(s) of the Group;
(iii) Persuasion of the Members of either House of Parliament or the members of the governing body of any central, regional or local authority to support the cause of the Group in any matter not involving legislation;
(iv) Presenting to the Members of either House of Parliament or the members of the governing body of any central, regional or local authority a reasoned memorandum advocating the promotion of private legislation;
(v) With any requisite consent for the time being (whether under Section 19(7) of the Charities Act 1960 or otherwise) to apply, petition for or promote any Act of Parliament, Royal Charter or other authority with a view to the attainment of the above objects or any of them.
(c) To nominate representation of the Group on any association or body.
(d) To maintain close and regular contacts with any organisations or bodies in the United Kingdom and elsewhere in the world, with a view to ensuring that health and safety in the Industry receive appropriate consideration.
(e) To provide training courses and all other aids in fostering health and safety in the Industry.
(f) To provide facilities for the study and collection and circulation of statistics and other information connected with or affecting health and safety in the said Industry and to fund, manage, control, support, print, publish, issue, circulate and distribute, whether gratis or otherwise such papers, magazines, books, circulars, and other literary works as may seem desirable.
(g) To provide a central medium of useful and beneficial information and advice available for the use of persons and bodies engaged or interested in health and safety in the Industry and for the public at large to the benefit of the Industry and/or its members.
(h) To establish and support or aid in the establishment and support of any fund, association or institution and to subscribe or guarantee money for purposes in any way connected with or calculated to further the objects of the Group.
(i) To purchase, take on lease or hire or in any other way acquire any real or personal property and any rights, privileges or operations, to construct, maintain and alter any buildings or erections necessary or convenient for the work of the Group and to sell, lease, mortgage (by the issue of debentures or debenture stock or otherwise), exchange, partition or otherwise deal in any way with any real or personal property, rights or privileges of the Group.
(j) To borrow or raise money on such terms and on such security as may be thought fit.
(k) To invest the moneys of the Group not immediately required for its purposes in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided.
(l) To accept grants of money and contributions and donations from public and private bodies and persons towards carrying out the principal objects of the Group.
(m) To promote, fund, support or finance any other charitable company or body for the furtherance of the objects of the Group or any of them.
(n) To guarantee the performance of any contracts or obligations.
(o) To do all such other objects and things as may be necessary to the attainment of the above objects of the Group or any of them.
(i) In case the Group shall take or hold any property which may be subject to any trusts, the Group shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts;
(ii) The objects of the Group shall not extend to the regulation of relations between workers and employers or organisation of the workers and organisation of employers;
(iii) In the case of any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Group shall not mortgage, charge or lease the same without such authority, approval or consent as may be required by law, and as regards any such property the Board of the Group shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for its own acts, receipts, neglects and defaults, and for the due administration of such property in the same manner and to the same extent as they would have been if no incorporation had been effected, and the incorporation of the Group as a Company limited by guarantee shall not diminish or impair any control or authority exercisable by the Chancery Division or the Charity Commissioners over such Board but they shall as regards any such property be subject jointly and separately to such control or authority as if the Group was not incorporated.
The income and property of the Group shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to members of the Group and no member of its Board shall be appointed to any office of the Group paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from the Group.
Provided that nothing herein shall prevent any payment in good faith by the Group:
(a) of reasonable and proper remuneration including payments by way of provision for pensions to any member, officer or servant of the Group for any services rendered to the Group;
(b) of interest on money lent by any member of the Group or of its Board at a rate per annum not exceeding 2% less than the base lending rate prescribed for the time being by the Bank appropriate to the Company or 3% whichever is greater;
(c) of reasonable and proper rent for premises demised or let by any member of the Group or of its Board;
(d) of fees, remuneration or other benefit in money or money’s worth to a Company of which a member of the Board may be a member holding not more than 1/100th part of the capital of that Company; and
(e) to any member of its Board of out-of-pocket expenses.
5. The liability of the members is limited.
6. Every member of the Group undertakes to contribute to the assets of the Group in any event of the same being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Group contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding one pound.
7. If upon the winding up or dissolution of the Group there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the Group but shall be given or transferred to some other charitable institution or institutions having objects similar to the objects of the Group and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Group under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the members of the Group at or before the time of dissolution, and if and so far as effect cannot be given to such a provision, then to some charitable object connected with education.
CONSTRUCTION HEALTH AND SAFETY GROUP (a Company Limited by Guarantee and not having a share capital) ARTICLES OF ASSOCIATION
1. In these presents the words standing in the first column of this table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context:
The Act – The Companies Act 1985
These presents – These Articles of Association, and the regulations of the Board from time to time in force
The Group – The above named Company
The Board – The Board of Directors for the time being of the Group
The Office – The Registered Office of the Group
The Seal – The Common Seal of the Group
The United Kingdom – Great Britain and Northern Ireland
The Industry – The Building and Construction Industry
Year – Calendar Year
Month – Calendar Month
In writing – Written, printed or lithographed, or partly one and partly another, and other modes of representing or reproducing words in a visible form
The Secretary – The Secretary of the Group
and words importing the singular number only shall include the plural number and vice versa.
Words importing the masculine gender only shall include the feminine gender, and words importing persons shall include corporations.
Subject as aforesaid, any words or expressions defined in the Act or any statutory modification thereof in force at the date on which these presents become binding on the Group shall, if not inconsistent with the subject or context, bear the same meanings in these presents.
2. The number of members with which the Group proposes to be registered is five hundred, but the Board may from time to time register an increase in members.
3. The provisions of Section 352 of the Act shall be observed by the Group.
4. The Group is established for the purposes expressed in the Memorandum of Association.
5. The subscribers to the Memorandum of Association and such other persons as the Board shall admit to membership in accordance with the provisions hereinafter contained shall be members of the Group.
6. Any person, firm, company or trade association engaged in the Industry or representative of any sector of the Industry shall be eligible to be a member of the Group.
7. There shall be four classes of members of the Group namely Full Members, Associate Members, Special Members and Honorary Life Members.
8. Full Members shall consist of firms, companies and bodies employing persons engaged in the Industry.
9. Associate Members shall consist of persons, associations, companies and bodies engaged in activities ancillary to the Industry.
10. Special Members shall consist of persons, associations, companies and bodies which do not qualify for Full or Associate Membership and which shall be invited to apply for membership by the Board.
11. Honorary Life Members shall be persons who in the opinion of the Board have made a substantial contribution to the affairs of the Group; the Honorary Life Members shall not be eligible to hold office and shall have no vote.
12. Every application for membership of the Group shall be made in writing in a form approved by the Board, which shall have absolute discretion to accept or refuse any such application. The Board shall not be obliged to give any reason for refusing to admit any applicant to membership of the Group.
13. Every application for membership shall be considered by the Board or by a sub-committee appointed by the Board for the purpose and the decision of the Board or of such sub-committee shall be final.
14. Before or on election to membership of the Group every prospective or actual member shall sign an undertaking to abide by these Articles and any regulations or rules for the time being regulating the Group.
15. A member shall cease to be a member:
(a) if the member, being a company or trade association or other organisation, be wound up (except for the purposes of reconstruction or amalgamation); or
(b) if the member, being an individual or firm, becomes bankrupt or makes an assignment in favour of his creditors; or
(c) if the member, being an individual, dies or becomes of unsound mind; or
(d) if the member fails to pay his subscription within six months from the date when the same become due and the Board resolves that his membership shall cease; or
(e) if the member resigns in accordance with the provisions in these presents hereinafter contained; or
(f) if the member be expelled from the Group in accordance with the provisions in these presents hereinafter contained.
16. No person, firm, company or trade association having ceased to be a member shall have any interest in or claim upon the Group or its funds or any part thereof but shall be due to pay sums owing by such member as at the date of cessation of membership.
17. Any member wishing to resign from membership of the Group shall give not less than six months’ notice in writing to the Secretary.
18. A member may be expelled from the Group at any time by resolution of the Board passed by a majority of at least three-fourths of those present and voting at a meeting of which the member shall have had fourteen clear days’ notice and at which the member shall have been given the opportunity of being heard, for any of the following reasons:
(a) if the action of such member is or has been detrimental to the objects or purposes of the Group or if such member continues in a course of action after being notified that in the opinion of the Board such action is detrimental to the policy, objects or interests of the Group; or
(b) if the Board shall consider that for any other reason it is undesirable that a member should remain a member of the Group.
19. Every Full Member and Associate Member not being an individual and every Company Member of the Group shall on becoming a member forthwith appoint an Executive Representative to represent it officially in all proceedings of the Group. Such Executive Representative shall be a person holding a responsible position in the business of the member making the appointment. Any such appointment shall be in writing and shall be effected in such form and manner as the Board may from time to time prescribe. The member appointing an Executive Representative may from time to time replace him with another person. Any such replacement shall be made in writing in such form and manner as the Board may from time to time prescribe and shall take effect on the date of delivery thereof to the Secretary.
20. The number of members of the Board shall be not less than five and not more than twelfth.
21. The Board shall consist of:
(a) Chairman, Vice-Chairman, Immediate Past-Chairman, Chief Executive, Financial Director, Honorary Secretary and such other Honorary Officers as may be appointed from time to time by the Board;
(b) the members of the Board elected pursuant to Articles 23 and 24 hereof.
22. The Board shall from time to time determine the number of members of the Board to be elected or appointed to replace members ceasing to hold office under Article
23. The qualification for a member of the Board shall be that he is a Director or Executive Representative of a company or incorporated body being a Full Member.
Provided that the qualification aforesaid shall not be required in the case of the Chairman, Vice-Chairman, Immediate Past-Chairman, Chief Executive, Financial Director, Honorary Secretary of the Board.
24. Not less than one third of the elected members of the Board shall retire at each Annual General Meeting of the Group and shall be eligible for re-election. A member of the Board retiring at a meeting shall retain office until the dissolution of the meeting. The members of the Board to retire in every year shall be those who have been longest in office since their last election, but as between persons who became or who were re-elected on the same day those to retire shall, unless otherwise agreed, be determined by lot.
25. A member shall cease to hold office if:
(a) at any time he ceases to hold any qualification necessary in his case as a member of the Board; or
(b) if a receiving order is made against him or he makes any arrangement or composition with his creditors; or
(c) he becomes of unsound mind; or
(d) by notice in writing he resigns his office; or
(e) he becomes prohibited from holding office by reason of any order made under the Companies Act 1985; or
(f) he is removed from office by a resolution pursuant to section 303 of the Act; or
(g) his attendance record fails to meet the requirements laid down from time to time by resolution of the Board; or
(h) he being elected under Article 21 (b) becomes a Director or an employee of a member of the Group having voting rights and such member of the Group has a Director or employee who is at that time a member elected under Article 21 (b).
26. The provisions of Section 293 of the Act shall not apply.
27. The members of the Board shall have power at any time, and from time to time, to appoint any person to be a member of the Board, either to fill a casual vacancy or as an addition to the existing members of the Board, but so that the total number of members of the Board shall not at any time exceed the number fixed in accordance with these regulations. Any member of the Board so appointed shall hold office only until the next following Annual General Meeting, and shall then be eligible for re-election.
28. The Chairman, the Vice-Chairman, the Immediate Past-Chairman, the Chief Executive, the Financial Director and the Honorary Secretary of the Group shall constitute the Executive Board and the Executive Board shall be responsible for the day to day administration of the Company.
29. The Company shall at each Annual General Meeting appoint the Chairman, Vice-Chairman, Honorary Secretary and Financial Director who shall take office immediately after the conclusion of that Annual General Meeting and shall continue in office until the conclusion of the following Annual General Meeting.
30. The Chairman, Vice-Chairman, Honorary Secretary and Financial Director shall be nominated by the Board and shall be eligible for re-appointment to that office.
31. The retiring Chairman, if not re-appointed to that office or the office of Vice-Chairman, Honorary Secretary or Financial Director shall serve on the Board during the following year as Immediate Past-Chairman and shall then be eligible for re-appointment as an Officer or for election to membership of the Board.
32. No persons shall be eligible for election to membership of the Board unless not less than twenty-eight days before the date of the meeting there shall have been given notice in writing by two members of the Group having voting rights of their intention to propose and second such person for election as a member of the Board provided that not more than two members of the Board elected under Article 21 (b) may be a Director or employee of any one member of the Group.
OTHER HONORARY OFFICERS
33. The Board shall have power at any time to appoint any person to be President, and any persons to be Vice-Presidents for a period of not more than three years. Such persons shall ex-officio be members of the Board.
34. The Board may from time to time appoint any person to the office of Chief Executive for such period and on such terms and with such title as they think fit and, subject to the terms of any agreement entered into in any particular case, may revoke such appointment.
35. Subject to Clause 4 of the Memorandum, a Chief Executive shall receive such remuneration as the members of the Board may determine.
36. The Board may delegate to and confer upon a Chief Executive day to day administration of the Company upon such terms and conditions and with such restrictions as they think fit and may from time to time revoke, withdraw, alter or vary all or any of his powers provided that the Chief Executive should report as soon as possible all acts and proceedings undertaken by him under this clause to the Board.
The Chief Executive shall be entitled to attend meetings of the Board and of the Executive Board. He shall also be entitled to speak at any such meetings but may not propose or vote on any resolution.
37. The Board shall have power to appoint a Secretary for such term, at such remuneration and upon such conditions consistent with Clause 4 of the Memorandum of Association as they may think fit; and any Secretary so appointed may be removed by them. The Board may in its discretion appoint an unpaid Secretary to be known as the Honorary Secretary.
38. Sections 283, 284 and 285 of the Act shall apply and shall be observed.
POWERS OF THE BOARD
39. The business of the Group shall be managed by the Board who may pay all such expenses of, and preliminary and incidental to, the promotion, formation, establishment and registration of the Group as they think fit, and may exercise all such powers of the Group and do on behalf of the Group all such acts as may be exercised and done by the Group and as are not by statute or by these presents required to be exercised or done by the Group in General Meeting; subject nevertheless to any regulations of these presents, to the provisions of the statutes for the time being in force and affecting the Group and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Group in General Meeting, but no regulation made by the Group in General Meeting shall invalidate any prior act of the Board which would have been valid if such regulation had not been made.
PROCEEDINGS OF THE BOARD
40. The Board may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. Unless otherwise determined five members of the Board shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the Chairman shall have a second or casting vote.
41. If the Chairman is not present within five minutes after the time appointed for holding a meeting of the Board the members present may choose one of their number to be Chairman of the meeting.
42. Any three members of the Board may, and on the request of three members of the Board the Secretary shall, at any time summon a meeting of the Board by seven days notice served upon the several members of the Board.
43. The Board may delegate any of its powers to standing and other committees consisting of such member or members of the Board or other persons as they think fit, and any sub-committee so formed shall, in the exercise of the powers so delegated, conform to any regulation imposed on it by the Board. The meetings and proceeding of such sub-committees shall be governed by the provisions of these presents for regulating the meetings and proceedings of the Board so far as applicable and so far as the same shall not be superseded by any regulations made by the Board, provided all acts and proceedings of such committees shall be reported to the Board as soon as possible.
44. All acts bona fide done by any meeting of the Board, any sub-committee of the Board, or by a person acting as a member of the Board shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such member or person acting as aforesaid, or that any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a member of the Board.
45. The Board shall cause proper minutes to be made of all appointments of Officers made by the Board and of the proceedings of all meetings of the Group and of the Board and any sub-committees of the Board and all business transacted at such meetings, and any such minutes of any meeting, if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting, shall be sufficient evidence without any further proof of the effects therein stated.
46. A resolution in writing signed by all members for the time being of the Board or of any sub-committee of the Board who are entitled to receive notice of a meeting of the Board or any sub-committee, shall be as valid and effectual as if it had been passed at a meeting of the Board or of any sub-committee duly convened and constituted.
47. The Group in General Meeting shall determine the annual subscriptions of the members. Such subscriptions shall be calculated or assessed in a manner which the Group shall determine. Actual amounts paid by members of the Group shall not be disclosed without the express authority of the Board.
48. The funds, income and property of the Group howsoever derived shall be applied solely towards the objects of the Group.
49. The Group shall hold a General Meeting in every year as its Annual General Meeting at such time and place as may be determined by the Board. Unless otherwise determined each Annual General Meeting shall be held in April and shall specify the meeting as such in the notices calling it, provided that every Annual General meeting except the first shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting, and that so long as the Group holds its first Annual General Meeting within eighteen months of its incorporation it need not hold it in the year of its incorporation or in the following year.
50. Only Executive Representatives and individuals being members in their own right shall be entitled to vote at any General Meeting.
51. All General Meetings, other than Annual General Meetings, shall be called Extraordinary General Meetings.
52. The Board may whenever they think fit convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on such requisition, or in default may be convened by such requisitionists as provided by Section 376 of the Act.
53. Twenty one days’ notice in writing at least of every Annual General Meeting and of every meeting called to pass a Special Resolution, and fourteen days’ notice in writing at least of every other General Meeting (exclusive in every case both of the day on which it is served or deemed to be served and of the day for which it is given), specifying the place, the day and the hour of the meeting, and in the case of special business the general nature of that business, shall be given in manner hereinafter mentioned to such persons (including the Auditors) as are under these presents or under the Act entitled to receive such notices from the Group but with the consent of all the Executive Representatives having the right to attend and vote thereat or of such proportion of them as is prescribed by the Act in the case of meetings other than the Annual General Meeting, a meeting may be convened by such notice as those individual Full Members and Associate Members and Executive Representatives may think fit.
54. The accidental omission to give notice of a meeting to, or the non-receipt of such notice by, any person entitled to receive notice thereof shall not invalidate any resolution passed, or proceedings at any meeting.
PROCEEDINGS AT GENERAL MEETINGS
55. All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all that is transacted at the Annual General Meeting shall also be deemed special, with the exception of the consideration of the income and expenditure account and balance sheet, and the reports of the Board and of the Auditors, and the appointment of and the fixing of the remuneration of the Auditors.
56. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein provided five Full or Associate Members present or represented and entitled to vote shall be a quorum.
57. If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the meeting, if convened on the requisition of the members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, or at such other place as the Board may determine, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting the members present shall be a quorum.
58. The Chairman of the Board shall preside as Chairman at every General Meeting, but if there be no such Chairman present and willing to preside within fifteen minutes after the time appointed for holding the meeting, the members present shall choose some member of the Board, or if no such member of the Board be present, or if all the members of the Board present decline to take the chair, they shall choose some member of the Group who shall be present to preside.
59. The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time, and from place to place, but no business shall be transacted at an adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as of the original meeting.
60. Save as hereinafter provided, at every General Meeting on a show of hands the Executive Representative of each individual Full and Associate Member shall have one vote and on a poll each member shall have one vote.
61. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is, before or upon the declaration of the result of the show of hands, demanded by the Chairman or by at least three members present in person or by proxy or by their Executive Representatives, and/or by a member or members present in person or by proxy and representing one-tenth of the total voting rights of all members having the right to vote at the meeting, and unless a poll be so demanded a declaration by the Chairman of the meeting that a resolution has been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minute book of the Group shall be conclusive evidence of the fact without proof of the number or proportion of the votes cast in favour of or against that resolution. The demand for a poll may not be withdrawn without the consent of the Chairman.
62. Subject to the provisions of the following Articles, if a poll be demanded in the manner aforesaid it shall be taken at such time and place, and in such manner, as the Chairman of the meeting shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
63. The Secretary shall inform the Chairman as to the number of votes cast and the result of the poll.
64. No poll shall be demanded on the election of a Chairman of a meeting, or on any question of adjournment.
65. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall be entitled to a second or casting vote.
66. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.
67. Votes may be given on a poll either personally or by proxy. On a show of hands, a member present only by proxy shall have no vote.
68. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if such appointer is a corporation, under its common seal.
69. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or notarially certified, or an office copy thereof, shall be deposited at the Office not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposed to vote, or in the case of a poll not less than twenty-four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.
70. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of the death, insanity or revocation as aforesaid shall have been received at the Office before the commencement of the meeting or adjourned meeting at which the proxy is used or before the time appointed for the taking of the poll.
71. Any instrument appointing a proxy shall be in the following form or as near thereto as circumstances will admit:
a member of
and failing him
to vote for me and on my behalf (at the Annual or Extraordinary or Adjourned, as the case may be, General Meeting) of the Group to be held on the day of (and at every adjournment thereof).
As witness my hand this day of 19 .
The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
72. The Seal of the Group shall not be affixed to any instrument except by the authority of a resolution of the Board, and in the presence of at least two members of the Board or one member of the Board and the Secretary and the said members and the Secretary shall sign every instrument to which the Seal shall be so affixed in their presence, and in favour of any purchaser or person bona fide dealing with the Group such signatures shall be conclusive evidence of the fact that the Seal has been properly affixed.
73. The Board shall cause accounting records to be kept in accordance with Section 221 of the Companies Act 1985.
74. The accounting records shall be kept at the Office or, subject to Section 222 of the Companies Act 1985 at such other place or places as the Board shall think fit and shall always be open to the inspection of the members of the Board.
75. The Board shall from time to time determine whether and to what extent and at what time and places and under what conditions or regulations the accounts and books of the Group or any of them shall be open to the inspection of members not being members of the Board, and no members (not being a member of the Board) shall have the right of inspecting any account book or document of the Group except as conferred by Statute authorised by the Board or by the Group in General Meeting.
76. At the Annual General Meeting in every year the Board shall lay before the Group a proper income and expenditure account for the period since the last preceding account made up to a date not more than six months before such meeting, together with a proper balance sheet made up as at the same date. Every such balance sheet shall be accompanied by proper reports of the Board and the Auditors, and copies of such accounts, balance sheet and reports (all of which shall be framed in accordance with any statutory requirements for the time being in force) and of any other documents required by law to be annexed or attached thereto or to accompany the same shall, not less than twenty-one clear days before the date of the meeting, be sent to the Auditors and to all other persons entitled to receive notices of General Meetings in the same manner in which notices are hereinafter directed to be served. The Auditors’ report shall be open to inspection and be read before the meeting as required by Section 236 of the Companies Act 1985.
77. Once at least in every year the accounts of the Group shall be examined and the correctness of the income and expenditure account and the balance sheet ascertained by one or more properly qualified Auditor or Auditors.
78. Auditors shall be appointed and their duties regulated in accordance with Sections 384 – 394 of the Companies Act 1985.
79. A notice may be served by the Group upon any member, either personally or by sending it through the post in a prepaid letter, addressed to such member at his registered address as appearing in the Register of Members.
80. Any member described in the Register of Members by an address not within the United Kingdom, who shall from time to time give the Group an address within the United Kingdom at which notices may be served upon him, shall be entitled to have notices served upon him at that address but, save as aforesaid and as provided by the Act, only those members who are described in the Register of Members by an address within the United Kingdom shall be entitled to receive notices from the Group.
81. Any notice, if served by post, shall be deemed to have been served on the day following that on which the letter containing the same is put into the post, and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office as a prepaid letter.
82. The Board may from time to time make Bye-Laws in relation to the Group and may at any time in like manner annul or vary any Bye-Laws so made and all Bye-Laws so made and for the time being in force shall be binding on all members of the Group and shall have effect accordingly and it is hereby expressly declared that the following shall be deemed to be Bye-Laws in relation to the Group within the meaning of this Article:
(a) Bye-Laws relating to the government of the Group;
(b) Bye-Laws relating to the rights and obligations of the members of the Group;
(c) Bye-Laws supplementary to these Articles or in furtherance of any of the objects of the Group which the Board may recommend;
(d) Bye-Laws prescribing the form and manner in which any person may apply for membership of the Group or for prescribing the manner in which an Executive Representative is to be appointed;
(e) Byelaws establishing rules of professional conduct binding upon members of the Group.
Providing that no Byelaw shall be made under this power which would amount to such an addition to or modification of these presents as could only legally be made by Special Resolution passed in accordance with the Provisions of Section 378 of the Act.
83. Clauses 6 and 7 of the Memorandum of Association relating to the winding up and dissolution of the Group shall have effect as if the provisions thereof were repeated in these Articles.
84. Subject to the provisions of Section 310 of the Act every member of the Group and Officer (as defined by Section 744 of the Act) and Auditor of the Group shall be indemnified out of the funds of the Group against all liability, loss, costs and charges which he may incur or be put to by reason or in consequence of any act, matter or thing done or permitted by him in or about the bona fide execution of the duties of his office.