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Number of Company: 2100867
The Companies Act 1985
COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATIO?
of BAERVWERSâ„¢
AW
S.0.8. SAHEL INTERNATIONAL UK GomPANIES HOUSE
The name of the Company (hereinafter called “the Associationâ€) is
“S.O.S. Sahel International U.K.â€.
The registered office of the Association will be situate in England.
(A) The objects for which the Association is established are the relief of
poverty, the advancement of education and the promotion of health and
hygiene through activities focusing on natural resource management. The
Association will work within the countries forming the continent of Africa
(mainland Africa, Malagasy and other offshore islands), particularly but
not exclusively dryland areas, for the benefit of the peoples of those
countries. *
(B) With the object and for the purposes aforesaid the Association will:-
(1) take over, carry on and develop the work and activities heretofore
undertaken by the SOS Sahel International - British Committee Trust -
(hereinafter called “the Trust’’) established pursuant to a Trust Deed
dated the 14th day of April 1983 and registered under the Charities
Act 1960 as charity number 286977.
(2) take over and administer all property and assets and undertake and
discharge all liabilities of the Trust which may legally be acquired or
undertaken by the Association.
(3) adopt and enter into and carry into effect any agreements or deeds or
other documents whatsoever as may be deemed necessary or desirable
to give full effect to this subclause with power at any time and from
Amended by Special Resolution passed by the Association on the 27th November 1996,
0605
2011204
(C)
rok
+
time to time to agree to modifications in any such agreements, deeds or
other documents, and with power to indemnify any person or persons
in respect thereof.
For the furtherance of the objects specified above the Association has
power:
(D)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
to accept any legacy, subscription or donation of money or
property, whether subject to any trust or not, for any of the objects
of the Association.
to undertake and execute any charitable trusts which shall further
any of the objects of the Association.
to engage professional and other employees for permanent,
temporary or special appointments or services, upon such terms
and conditions as to duties, remuneration and otherwise as may be
considered reasonable for the administration of the Association or
otherwise necessary or conducive to carrying out the objects of the
Association, and to remove or suspend such persons.
to grant pensions, annuities and superannuation or other benefits
to any persons who are or who have at any time been employees
of the Association and the spouses, children and other dependants
of such persons, and to establish and maintain any pension or
superannuation scheme (whether contributory or non-
contributory) for the benefit of such persons.
to provide and supply water supplies, food, seeds, clothing, land
and buildings, vehicles, medicines, furniture, books and other
equipment of any description required for the purposes of the
Association or otherwise for any of the objects of the Association.
to purchase, take on lease or in exchange, hire or otherwise ~
acquire any real or personal property and any rights or privileges
which may be deemed necessary or convenient for any of the
purposes of the Association.
to construct, maintain, alter and furnish with all proper and
necessary fixtures, furniture and other appliances any houses,
buildings or works necessary or convenient for the purposes of the
Association.
to manage, sell, let, mortgage, dispose of, or otherwise deal with
all or any of the property or assets of the Association as may be
thought expedient with a view to the promotion of its objects.
(9) to borrow, subject to such consents (if any) as may be required by
law, or raise money for the purposes of the Association on such
terms and on such security as may be thought fit.
(10) to invest the monies of the Association not immediately required
for its purposes in or upon such investments as may be thought fit
and to vary the investment thereof in such manner as may from
time to time be determined, subject nevertheless to such
conditions (if any) and such consents (if any) as may for the time
being be imposed or required by law.
(11) to take all steps, whether by personal or written or broadcast
appeals, public meetings, organisation of flag days, advertising or
otherwise, which may be deemed expedient for the purpose of
procuring contributions to the funds of the Association in the
shape of donations, grants, annual subscriptions, legacies or
otherwise.
(12) to print and publish any newspapers, periodicals, books or leaflets
that the Association may think desirable for the promotion of its
objects.
(13) to provide managerial, advisory and consultancy services for
wi.ich the Committee or other governing body of the Association
may charge a fee to cover costs.
(14) to co-operate and enter into and carry into effect any agreements
or arrangements with the government or any public or local
authority or any company, institution, society or association, or
any person or persons in any matter or for any purpose which may
seem calculated to promote or support the objects of the
Association.
(15) to subscribe or guarantee money for any charitable purposes -
connected with the objects of the Association, or calculated to
further them, and to assist by loans or donations or otherwise any
charitable company, institution, society or association having such
purposes as aforesaid. |
(16) to establish and support, and to aid in the establishment and
support of, any charitable company, institution, society or
association formed for all or any of the objects of the Association.
(17) to amalgamate with any charitable company, institution, society or
association having objects similar to those of the Association.
(18) to purchase or otherwise acquire and undertake all or any part of
the property, assets, liabilities and engagements, of any one or
‘
more of the charitable companies, institutions, societies or
associations with which the Association is authorised to
amalgamate. ‘
(19) to transfer ail or any part of the property, assets, liabilities and
engagements of the Association to any one or more of the
charitable companies, institutions, societies or associations with
which the Association is authorised to amalgamate, and so that the
receipt of the person who professes to be the treasurer or other
proper officer for the time being of each such charitable company,
institution, society or association shall be a full and sufficient
discharge to the Association for any property or assets so
transferred.
(20) to do all such other things as are incidental or conducive to the
attainment of the above objects or any of them.
PROVIDED THAT:-
(i) In case the Association shall take or hold any property which
may be subject to any trusts, the Association shall only deal
with or invest the same in such manner as allowed by law,
having regard to such trusts.
(n) The Association shall not support with its funds any object, or
endeavour to impose on or procure to be observed by its
members or others any regulation, restriction or condition
which if an object of the Association would make it a trade
union.
(iii)In case the Association shall take or hold any property subject
to the jurisdiction of the Charity Commissioners for England
and Wales the Association shall not sell, 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
members of the Committee or other governing body of the
Association shall be accountable to the Charity
Commissioners for any such property that may come into their
hands and shall be answerable and accountable to the Charity
Commissioners for their 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 Association shall not diminish or impair any control or
authority exercisable by the Chancery Division of the Charity
Commissioners over the members of the Committee or other
such governing body but they shall as regards any such
. property be subject jointly and separately to such control or
authority as if the Association were not incorporated.
The income and property of the Association, whencesoever derived, shail be
applied solely towards the promotion of the objects of the Association 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 the members of the Association or the
Committee or other governing body of the Association; and no member of the
Committee or other governing body of the Association shall be appointed to
any office of the Association paid by salary or fees, or (except as hereinafter
provided) receive any remuneration or other benefit in money or money’s
worth from the Association.
PROVIDED THAT nothing herein shall prevent the payment in good faith by
the Association of:-
(A)
(B)
(C)
(D)
(E)
Reasonable and proper remuneration to any officer or servant of the
Association or to any member of the Association (not being a member
of the Committee or other such governing body) in return for any
services actually rendered to the Association or by way of
reimbursement of payments made or costs, charges or expenses
incurred in or about the business of the Association.
Reasonable out-of-pocket expenses to any member of the Committee
or other governing body of the Association.
In the case of any member of the Association or of the Committee or
other governing body of the Association who is a solicitor, accountant,
surveyor or other person engaged in any profession, reasonable and
proper remuneration to him for professional services rendered by him
or his firm on behalf of or at the request of the Association in cases
where such professional services are required.
Interest on money lent at a reasonable and proper rate per annum not
exceeding two per cent less than the published base lending rate of a
clearing bank to be selected by the Committee or other governing body
of the Association for the time being prevailing, or reasonable and
proper rent for premises demised or let to the Association, by any
member of the Committee or other governing body of the Association.
Any payment to a company of which a member of the Committee or
other governing body of the Association may be a member, holding not
more than one-hundredth part of the capital of such company, and so
that such member shall not be bound to account for any profits which
he may receive in respect of any such payment.
The liability of the members is limited.
Every member of the Association undertakes to contribute such amount as
may be required (not exceeding £1) to the assets of the Association if it should
be wound up while he is a member or within one year after he ceases to be a
member, for repayment of the debts and liabilities of the Association
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.
If upon the winding up or dissolution of the Association there remains after the
satisfaction of all its debts and liabilities any property whatsoever, the same
shall not be paid or distributed among the members of the Association but
shall be given or transferred to some other charitable institution or institutions
having objects similar to the objects of the Association 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 Association under
or by virtue of Clause 4 hereof such charitable institution or institutions to be
determined by the members of the Association at or before the time of
dissolution or in default thereof by a Judge of the High Court of Justice having
jurisdiction in regard to charitable funds and if and so far as effect cannot be
given to such provision then to some other charitable object.
We, the several persons whose names, addresses and descriptions are
subscribed, are desirous of being formed into a Company in pursuance of this
Memorandum of Association
NAMES ADDRESSES AND DESCRIPTION OF SUBSCRIBERS
Jane Ewart-Biggs
LADY JANE EWART-BIGGS, 31 RADNOR WALK,
LONDON SW3 4BP - PEER
Kevin O’ Sullivan
KEVIN O’SULLIVAN, 47 DRAYCOTT PLACE,
LONDON SW3 3DB - CONSULTING ENGINEER
Le
Dated this 3rd day of December 1986
Witness to the above Signatures:-
Nigel Cross
NIGEL CROSS 230A Liverpool Road, London N1
Number of Company: 2100867
The Companies Act 1985
COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
of
8.0.8. SAHEL INTERNATIONAL U.K.
GENERAL
In these regulations the following words shall bear the following meanings
respectively, if not inconsistent with the subject or context:-
a) “the Act†means the Companies Act 1985 including any statutory
P 8
modification or re-enactment thereof for the time being in force.
(b) “the Association†means the above-named Company.
(c) “the Council’ means the members for the time being of the Association.
(d) “the Committee†means the Committee of Management or other
governing body for the time being of the Association.
(e) “the articles†means the articles of association of the Association from
time to time in force.
(© “clear days†in relation to the period of a notice means that 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 take effect.
(g) “office†means the registered office of the Association.
(h) “the seal†means the common seal of the Association.
(i) “the United Kingdom†means Great Britain and Northern Ireland.
oo)
Unless the context otherwise requires, ‘any 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.
Unless the context otherwise requires, words or expressions contained in the
articles bear the same meanings respectively as in the Act but excluding any
statutory modification thereof not in force when the articles become binding
on the Association.
The Association is established for the purposes expressed in the memorandum
of association of the Association.
MEMBERS
The number of the members with which the Association proposes to be
registered is thirty, but the Committee may from time to time register an
increase of members.
\
The members for the time being of the Association shall form the Council.
The subscribers to the Memorandum of Association of the Association and
such other members as are admitted to membership in accordance with the
articles shall be members of the Association.
Any person who is an employee of the Association and any other person under
the age of eighteen years shall not be eligible for admission to membership.
Every person who is eligible for admission to membership and who.wishes to
become a member shall deliver to the Association an application for
membership in such form as the Committee require completed by him. No
person shall be admitted as a member of the Association unless he is approved
by the Committee, and the Committee may in its absolute discretion decline
any application for membership without stating a reason. Notice of acceptance
or rejection shall be sent to the applicant within seven days of the decision of
the Committee.
A member may at any time resign his membership of the Association by
giving at least seven clear days’ notice to the Association, and upon the
expiration of such notice he shall cease to be a member.
10.
11.
12.
13.
14.
Membership of the Association shall cease:-
(a) on the death of the member; or
(b) on the bankruptcy of the member; or
(c) by resolution of three quarters of the members of the Committee
present and voting at a meeting of which not less than seven clear days’
notice shall have been given both to every member of the Committee
and to the member concered, stating the grounds on which the
resolution is based and informing the member that at such meeting and
before such resolution is passed he will have an opportunity of making
to the Committee either orally or in writing such representations as he
may wish; or
(d) by the employment of the member by the Association.
The rights of membership of the Association shall be personal to the member
and not transferable.
GENERAL MEETINGS
The Association shall hold a general meeting in every calendar year as its
annual general meeting at such time and place as may be determined by the
Committee, 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 Association holds its first
annual general meeting within eighteen months after its incorporation it need
not hold it in the year of its incorporation or in the following year.
All general meetings other than annual general meetings shall be called
extraordinary general meetings.
The Committee may call general meetings and, on the requisition of members
pursuant to the provisions of the Act, shall forthwith proceed to convene an
extraordinary general meeting for a date not later than eight weeks after receipt
of the requisition. If there are not within the United Kingdom sufficient
members of the Committee to call a general meeting, any member of the
Committee or any member of the Council may call a general meeting.
NOTICE OF GENERAL MEETINGS
An annual general meeting and an extraordinary general meeting called for the
passing of a special resolution shall be called by at least twenty one clear days’
notice. All other extraordinary general meetings shall be called by at least
15.
16.
17.
18.
19.
fourteen clear days’ notice but a general meeting may be called at shorter
notice if it is so agreed:-
(a) in the case of an annual general meeting, by all the members of the
Council entitled to attend and vote thereat; and
(b) in the case of any other meeting by a majority in number of the
members of the Council having a right to attend and vote being a
majority together holding not less than ninety five percent of the total
voting rights at the meeting of all the members of the Council.
The notice shall specify the time and place of the meeting and the general
nature of the business to be transacted and, in the case of an annual general
meeting, shall specify the meeting as such. The notice shall be given to all the
members of the Council and to the Committee and the auditors.
The accidental omission to give notice of a meeting to, or the non-receipt of
notice of a meeting by, any person entitled to receive notice shall not
invalidate the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS ©
No business shall be transacted at any meeting unless a quorum is present.
Seven persons entitled to vote upon the business to be transacted, each being a
member of the Council or a proxy for a member of the Council or a duly
authorised representative of a corporation, shall be a quorum.
{f such a quorum is not present within half an hour from the time appointed for
the meeting, or if during a meeting such a quorum ceases to be present, the
meeting shall stand adjourned to the same day in the next week at the same â€
time and place or to such time and place as the Committee may determine.
The President, or in his absence the Chairman, shall preside as chairman of
every meeting, but if neither the President nor the Chairman shall be present
within fifteen minutes after the time appointed for holding the meeting and
willing to act, the members of the Committee present shall elect one of their
number to be chairman of the meeting and, if there is only one member of the
Committee present and willing to act, he shall be chairman of the meeting.
If no member of the Committee is willing to act as chairman of the meeting, or
if no member of the Committee is present within fifteen minutes after the time
10
20.
21.
22.
23.
appointed for holding the meeting, the members of the Council present and
entitled to vote shall chose one of their number to be chairman of the meeting.
The chairman of the meeting may, with the consent of a 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 properly
have been transacted at the meeting had the adjournment not taken place.
When a meeting is adjourned for thirty days or more, at least seven clear days’
notice shall be given specifying the time and place of the adjourned meeting
and the general nature of the business to be transacted. Otherwise it shall not
be necessary to give any such notice.
A resolution put to the vote of a meeting shall be decided on a show of hands
unless before, or on the declaration of the result of, the show of hands a poll is
duly demanded. Subject to the provisions of the Act and to Article 23, a poll
may be demanded:-
(a) by the chairman of the meeting; or
(b) by at least five members of the Council having the right to vote at the
meeting; or,
(c) by any member or members of the Council representing not less than
one-tenth of the total voting rights of all the members of the Council
having the right to vote at the meeting;
and a demand by a person as proxy for a member of the Council shall be the
same as a demand by the member himself.
Unless a poll is duly 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 minutes of the meeting shall be conclusive evidence of the fact °
without proof of the number or proportion of the votes recorded in favour of or
against the resolution.
No poll may be demanded on the election of a chairman of a meeting or any
question of adjournment. Subject thereto, a poll demanded on any other
question shall be taken either forthwith or at such time and place as the
chairman of the meeting directs not being more than thirty days after the poll
is demanded. The chairman of the meeting may appoint scrutineers (who need
not be members of the Council) and fix a time and place for declaring the
result of the poll. The result of the poll shall be deemed to be the resolution of
the meeting at which the poll was demanded.
Il
24.
25.
26.
27.
28.
29.
30.
The demand for a poll shall not prevent the continuance of a meeting for the
transaction of any business other than the question on which the poll was
demanded. ‘
The demand for a poll may, before the poll is taken, be withdrawn but only
with the consent of the chairman of the meeting and a demand so withdrawn
shall not be taken to have invalidated the result of a show of hands declared
before the demand was made. Ifa poll is demanded before the declaration of a
result of a show of hands and the demand is duly withdrawn, the meeting shall
continue as if the demand had not been made.
No notice need be given of a poll not taken forthwith if the time and place at
which it is to be taken are announced at the meeting at which it is demanded.
In any other case at least seven clear days’ notice shall be given specifying the
time and place at which the poll is to be taken.
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 casting vote in addition to
any other vote which he may have.
A resolution in writing signed by or on behalf af each member of the Council
who would have been entitled to vote upon it if it had been proposed at a
general meeting at which he was present shall be as effectual as if it had been
passed at a general meeting duly convened and held and may consist of several
instruments in the like form each signed by or on behalf of one or more
members of the Council.
VOTES OF MEMBERS
On a show of hands every member of the Council present shall have one‘ vote.
Ona poll every member of the Council present in person or by proxy shall
have one vote.
A member of the Council in respect of whom an order has been made by any
Court having jurisdiction (whether in the United Kingdom or elsewhere) in
matters concerning mental disorder may vote, whether on a show of hands or
on a poll, by his receiver, curator bonis or other person authorised in that
behalf appointed by that Court, and any such receiver, curator bonis or other
person may, on a poll, vote by proxy. Evidence to the satisfaction of the
Committee of the authority of the person claiming to exercise the right to vote
shall be deposited at the office, or at such other place as is specified in
accordance with the articles for the deposit of instruments of proxy, not less
than forty eight hours before the time appointed for holding the meeting or
adjourned meeting at which the right to vote is to be exercised and in default
the right to vote shall not be exercisable.
12
31.
No. objection shall be raised to the qualification of any voter except at the
meeting or adjourned meeting at which the vote objected to is tendered, and
every vote not disallowed at the meeting shall be valid. Any objection made
in due time shall be referred to the chairman of the meeting whose decision
shall be final and conciusive.
An instrument appointing a proxy shall be in writing, signed by or on behalf of
the appointor, and shall be in the following form (or a form as near thereto as
circumstances allow or in any other form which is usual or which the
Committee may approve):-
SOS Sahel International U.K.
I/We, of
being a member/members of the Council of the above-named Association,
hereby appoint
of
failing him,
of , as
my/our proxy to vote in my/our name(s) and on my/our behalf at the
annual/extraordinary general meeting of the. Association to be held on
19, and at any adjournment thereof.
, or
Signed on 19
Where it is desired to afford members of the Council an opportunity of
instructing the proxy how he shall act, the instrument appointing a proxy shall
be in the following form (or in a form as near thereto as circumstances allow
or in any other form which is usual or which the Committee may approve):-
SOS Sahel International U.K.
I/We, of
being a member/members of the Council of the above-named Association, *
hereby appoint
of
failing him,
of le
as my/our proxy to vote in my/our name(s) and on my/our behalf at the
annual/extraordinary general meeting of the Association to be held on
19 and at any adjournment thereof.
, or
This form is to be used in respect of the resolutions mentioned below as
follows:-
Resolution No. 1 *for *against
Resolution No.2 *for *against
13
34.
*36.
* Strike aut whichever is not desired.
Unless otherwise instructed, the proxy may vote as he thinks fit or abstain.
from voting
Signed this day of 19
The instrument appointing a proxy and any authority under which it is signed
or a copy of such authority certified notarially or in some other way approved
by the Committee may:-
(a) be deposited at the office or at such other place within the United
Kingdom as is specified in the notice convening the meeting or in any
instrument of proxy sent out by the Association in relation to the
meeting not less than forty eight hours before the time of holding the
meeting or adjourned meeting at which the person named in the
instrument proposes to vote; or
(b) in the case of a poll taken more than forty eight hours after it is
demanded, be deposited as aforesaid after the poll has been demanded
and not less than twenty four hours before the time appointed for the
taking of the poll;
(c) where the poll is not taken forthwith but is taken not more than forty
eight hours after it was demanded, be delivered at the meeting at which
the poll was demanded to the chairman of the meeting or to the
Honorary secretary or to any other member of the Committee;
and an instrument of proxy which is not deposited or delivered in a manner so
permitted shall be invalid.
A vote given in a poll demanded by proxy or by the duly authorised
representative of a corporation shall be valid notwithstanding the previous -
determination of the authority of the person voting or demanding a poll unless
notice of the determination was received by the Association at the office or at
such other place at which the instrument of proxy was duly deposited before
the commencement of the meeting or adjourned meeting at which the vote is
given or the poll demanded or (in the case of a poll taken otherwise than on the
same day as the meeting or adjourned meeting) the time appointed for taking
the poll.
COMMITTEE OF MANAGEMENT
Unless otherwise determined by the Council, the number of the members of
the Committee shall be not less than five and not more than fifteen.
14
40,
41.
42.
Subject to Article 38, the first members of the Committee shall be The Right
Honourable Jane Baroness Ewart-Biggs of 31 Radnor Walk London SW3
4BP, Kevin Patrick O’Sullivan of 47 Draycott Place London SW3 3DB, Gill
Shepherd of 94 Highbury Hill London NS and Rupert Leopold Hughes of The
Great House, Bickley Knighton-on-Teme Hereford and Worcester WRI5
8LU. All such persons shall retire at the first annual general meeting but shall
then be eligible for re-election.
No person who is not a member of the Council shall in any circumstances be
eligible to hold office as a member of the Committee.
For the purposes of the Act the members of the Committee for the time being
shall be deemed to be the directors.
POWERS OF THE COMMITTEE
Subject to the provisions of the Act, the memorandum and the articles and to
any directions given by special resolution, the business of the Association
shall be managed by the Committee who may exercise all the powers of the
Association. No alteration of the memorandum or articles and no such
direction shall invalidate any prior act of the Committee which would have
been valid if that alteration had not been made or that direction had not been
given. The powers given by this regulation shall not be limited by any special
power given to the Committee by the Articles and a meeting of the Committee
at which a quorum is present may exercise all powers exercisable by the
Committee.
The Committee may make, vary or repeal rules or bye-laws for the
management of the business of the Association, and the carrying out of the
objects of the Association; provided that no rule or bye-law to be made under
the provisions of this Article shall be repugnant to or inconsistent with the
memorandum, or amount to or involve such an alteration of or addition to the
articles as could only legally be made by a special resolution.
SUB-COMMITTEES
The Committee may delegate any of their powers to a sub-committée, formed
in accordance with Article 43. Any such delegation may be made subject to
any conditions which the Committee may impose, and either collaterally with
or to the exclusion of their own powers and may be revoked or altered.
Subject to any such conditions, the proceedings of a sub-committee shall be
governed by the articles regulating the proceedings of the Committee so far as
they are capable of applying, provided always that each sub-Committee shall
submit a report of all its meetings and all decisions there taken to the next
practicable meeting of the Committee.
15
#44,
45.
46.
*47,
48.
49.
The membership of each sub-committee shall comprise such persons as the
Committee shall deem suitably qualified. Such persons need not necessarily
be members of the Committee or of the Council, provided that members of the
Committee shall form a majority in number of the members of each sub-
committee.
APPOINTMENT AND RETIREMENT OF
MEMBERS OF THE COMMITTEE
Subject to Articles 63 and 64, at the first annual general meeting all the
members of the Committee shall retire from office, and at every subsequent
annual general meeting one-half of the members of the Committee who are
subject to retirement by rotation or, if their number is not two or a multiple of
two, the next higher number nearest to one-half shall retire from office; but if
there is only one member of the Committee who is subject to retirement by
rotation, he shall retire.
Subject to the provisions of the Act the members of the Committee to retire by
rotation shall be those who have been longest in office since their last
appointment or reappointment, but as between.persons who became or were
last reappointed members of the Committee on the same day those to retire
shall (unless they otherwise agree among themselves) be determined by lot.
The Council may, at the meeting at which any member of the Committee
retires in manner aforesaid fill up the vacated office of each member of the
Committee by electing a person thereto, unless prior to such meeting the
Council shall have resolved to reduce the number of the members of the
Committee with effect from that meeting.
A member of the Committee who retires by rotation may, if willing to act, be
reappointed.
If the Council, at the meeting at which a member of the Committee retires by *
rotation, does not fill the vacancy the retiring member of the Committee shall,
if eligible and willing to act, be deemed to have been reappointed unless at the
meeting it is resolved not to fill the vacancy or unless a resolution. for the
reappointment of that member of the Committee is put to the meeting. and. lost.
No person, other than a member of the Committee retiring by rotation and
eligible for re-election, shall be appointed or reappointed a member of the
Committee at any general meeting unless:-
(a) he is recommended by the Committee; or
(b) not less than fourteen nor more than thirty five clear days before the
date appointed for the meeting, notice signed by a member of the
Council qualified to vote at the meeting has been given to the
16
“2%
50.
*51.
52.
Association of the intention to propose that person for appointment or
reappointment stating the particulars which would, if he were so
appointed or reappointed, be required to be included in the
Association’s register of members of the Committee together with
notice signed by that person of his willingness to be appointed or
reappointed.
Not less than seven nor more than twenty eight clear days before the date
appointed for holding a general meeting notice shall be given to all who are
entitled to receive notice of the meeting of any person (other than a member of
the Committee retiring by rotation at the meeting) who is recommended by the
Committee for appointment or reappointment as a member of the Committee
at the meeting or in respect of whom notice has been duly given to the
Association of the intention to propose him at the meeting for appointment or
reappointment as a member of the Committee. The notice shall give
particulars of that person which would, if he were so appointed or reappointed,
be required to be included in the Association’s register of members of the
Committee.
The members of the Committee may appoint a person who is eligible and
willing to act to be a member of the Committee, either to fill a vacancy or as
an additional member of the Committee, provided that the appointment does
not cause the number of members of the Committee to exceed any number
fixed by or in accordance with the articles as the maximum ‘number of the
members of the Committee. A member of the Committee so appointed shall
hold office only until the next following annual general meeting and shall not
be taken into account in determining the members of the Committee who are
to retire by rotation at the meeting, but he shall then be eligible for re-election.
If not reappointed at such annual general meeting, he shall vacate office at the
conclusion thereof.
The council may from time to time in general meeting resolve that the number
of the members of the Committee shall be increased or reduced with effect
from the close of the next annual general meeting and determine in what
rotation such increased or reduced number shall go out of office, and shall at
such next annual general meeting make the appointments necessary for
effecting any such increase.
If a member of the Committee is not reappointed at an annual general meeting,
he shall retain office until the meeting appoints someone in his place, or if it
does not do so, until the end of that meeting.
17
54.
55.
DISQUALIFICATION AND REMOVAL OF
MEMBERS OF THE COMMITTEE
The office of a member of the Committee shall be vacated if:-
(a) he ceases to be a member of the Council; or
(b) he is removed from office by resolution duly passed pursuant to the
Act; or
(c) he ceases to be a member of the Committee by virtue of any other
provision of the Act or he becomes prohibited by law from being a
member of the Committee; or
(d) he becomes bankrupt or makes any arrangement or composition with
his creditors generally; or
(e) he is, or may be, suffering from mental disorder and either:-
(i) he is admitted to hospital in pursuance of an application for
admission for treatment under the Mental Health Act 1983, or
in Scotland an application for admission under the Mental
Health (Scotland) Act 1960; or |
(ii) an order is made by a Court having jurisdiction (whether in the
United Kingdom or elsewhere) in matters concerning mental
disorder for his detention or for the appointment of a receiver,
curator bonis or other person to exercise powers with respect to
his property or affairs; or
(f) he resigns his office by notice to the Association ; or
(g) he shall for more than six consecutive months have been absent -
without permission of the Committee from meetings of the Committee
held during that period and the Committee resolve that his office be
vacated.
PROCEEDINGS OF THE COMMITTEE
The members of the Committee shall meet not less than four times in any
calendar year at such time and in such places as they may determine. A
member of the Committee may, and the secretary at the request of a member
of the Committee shall, call a meeting of the Committee. It shall not be
necessary to give notice of a meeting to a member of the Committee who is
absent from the United Kingdom.
18
56.
57.
58.
59.
60.
61.
*62.
*63.
The quorum for the transaction of the business of the Committee may be fixed
by the Committee and unless so fixed at any other number shall be three.
Subject to the provisions of the articles, the Committee may regulate its
proceedings as it thinks fit. Questions arising at a meeting shall be decided by
a majority of votes. In the case of an equality of votes, the chairman of the
meeting shall have a second or casting vote.
The continuing members of the Committee or a sole continuing member may
act notwithstanding any vacancies in their number, but, if the number of the
members of the Committee is less than the minimum number prescribed by or
in accordance with the articles, the continuing members or member of the
Committee may act only for the purpose of filling vacancies or of calling a
general meeting.
The Chairman shall preside at every meeting of the Committee at which he is
present. But if the Chairman is not willing to preside or if he is not present
within five minutes after the time appointed for the meeting, the members of
the Committee present may appoint one of their number to be chairman of the
meeting.
All acts done by a meeting of the Committee or of a sub-committee, or by a
person acting as a member or the Committee shall, notwithstanding that it be
afterwards discovered that there was a defect in the appointment of any such
member or person acting as aforesaid or that any of them was disqualified
from holding office, or had vacated office, be as valid as if every such person
had been duly appointed and was qualified and had continued to be a member
of the Committee.
A resolution in writing signed by all the members of the Committee entitled to
receive notice of a meeting of the Committee shall be as valid and effectual as
if it has been passed at a meeting of the Committee duly convened and held
and may consist of several documents in the like form each signed by one or
more members of the Committee.
HONORARY OFFICERS
The Honorary Officers of the Association shall comprise the Chairman, the
Honorary Treasurer and the Deputy Chairman (if such be appointed). The
Honorary Officers shall perform such functions in relation to the
administration of the Association as the Articles may prescribe or otherwise
as the Committee shall from time to time decide.
The Association may in general meeting appoint a President who shall hold
office for such period as the Council may determine. The office of President
shall be an honorary office only, carrying no duties or responsibilities and
(except as provided in Article 27) no voting powers.
19
*64.
#65.
*66.
67.
68.
69.
The Association shall at each annual general meeting appoint the Chairman
and the Honorary Treasurer, and may appoint a Deputy Chairman, from
among the members of the Committee, to hold office for the ensuing year.
Each of the Chairman, the Honorary Treasurer, and the Deputy Chairman Gf
such be appointed) shall retire from that office at the next annual general
meeting, but may stand for re-election at that and at subsequent annual general
meetings. An honorary officer who ceases to be a Committee Member by
virtue of any of the provisions of Article 48 or 54 shall thereupon
automatically cease to be an honorary officer.
If any honorary office shall be vacated during the course of a year, the
Committee may appoint any person from among its number to fill the vacancy
until the next annual general meeting when he or she may offer to stand for re-
election.
SECRETARY
Subject to the provisions of the Act, the secretary shall be appointed by the
Committee for such a term, at such remuneration and upon such conditions as
the Committee think fit, and any secretary so appointed may be removed by
the Committee.
The Committee may from time to time by resolution appoint an assistant or
deputy secretary and any person so appointed may act in place of the secretary
if there be no secretary or no secretary capable of acting.
EXECUTIVE DIRECTOR
The Committee shall appoint an Executive Director of the Association for
such term, at such remuneration and upon such conditions as the Committee
may think fit. The Executive Director shall be the senior executive officer, ~
and shall perform such duties in relation to the management and
administration of the Association as the Committee shall from time to time
decide. The Association shall have power for such purposes to enter into a
service agreement with the Executive Director.
MINUTES
The Committee shall cause minutes to be made in books kept for the purpose
of all proceedings at meetings of the Council, and of the Committee and of
sub-committees, including the names of the members of the Committee
present at each such meeting.
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70.
TE.
72.
73.
74.
75.
THE SEAL
The seal shall only be used by the authority of the Committee. The
Committee may determine who shall sign any instrument to which the seal is
affixed. Unless otherwise so determined it shall be signed by a member of the
Committee and by the Honorary Secretary or by a second member of the
Committee.
BANK ACCOUNT
Ali momies received by the Association shall be paid into the banking account
or accounts of the Association kept at such bank or banks as the Committee
may determine, and all cheques and drafts on the banking account or accounts
shall be signed in accordance with the directions from time to time laid down
by the Committee.
ACCOUNT
The Committee shall cause books of account to be kept with respect to:-
(a) all sums of money received and expended by the Association and the
matters in respect of which such receipts and expenditure take place;
(b) all sales and purchases of goods by the Association; and
(c) the assets and liabilities of the Association.
The books of account shall be kept at the office, or subject to the Act at such
other place or places as the Committee shall think fit, and shall always be open
to the inspection of the Committee.
The Council in general meeting may from time to time make reasonable
conditions and regulations as to the time and manner of the inspection by the -
members of the Council, other than the members of the Committee, of the
accounts and books of the Association, or any of them, and subject to such
conditions and regulations the accounts and books of the Association shall be
open to the inspection of such members at all reasonable times during business
hours. ~
At the annual general meeting in every year the Committee shall lay before the
Council a proper income and expenditure account for the period since the last
preceding account (or in the case of the first account since the incorporation of
the Association) made up to an appropriate date in compliance with the Act,
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 Committee and
the auditors and copies of such account, balance sheet and reports (all of which
shall be framed in accordance with any statutory requirements for the time
21
76.
71.
78.
79.
80.
81.
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 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 the Act.
AUDIT
Once at least in every year the accounts of the Association shall be examined
and the correctness of the income and expenditure account and balance sheet
ascertained by one or more properly qualified auditor or auditors, and auditors
shall be appointed and their duties regulated in accordance with the Act.
NOTICES
Any notice to be given to or by any person pursuant to the articles shall be in
writing except that a notice calling a meeting of the Committee need not be in
writing.
The Association may give any notice to a member of the Council either
personally or by sending it by post in a prepaid envelope addressed to the
member at his registered address or by leaving it at that address. A member
whose registered address is not within the United Kingdom and who gives to
the Association an address within the United Kingdom at which notices may
be given to him shall be entitled to have notice given to him at that address,
but otherwise no such member shall be entitled to receive any notice from the
Association.
A member of the Council present, either in person or by proxy, at any meeting
of the Association shall be deemed to have received notice of the meeting and,
where requisite, of the purposes for which it was called.
Proof that an envelope containing a notice was properly addressed,. pre-paid
and posted shall be conclusive evidence that the notice was given. A notice
shall be deemed to be given at the expiration of forty eight hours after the
envelope containing it was posted.
INDEMNITY
Subject to the provisions of the Act but without prejudice to any indemnity to
which a member of the Committee may otherwise be entitled, every member
of the Committee and every officer or servant or auditor of the Association
shall be indemnified out of the assets of the Association against any liability
incurred by him in defending any proceedings, whether civil or criminal, in
22
which judgement is given in his favour or in which he is acquitted or in
connection with any application in which relief is granted to him by the Court
from liability for negligence, default, breach of duty or breach of trust in
relation to the affairs of the Association.
82.
DISSOLUTION
Clause 7 of the Memorandum relating to the winding-up and
dissolution of the Association shall have effect as if the provisions
thereof were repeated in the articles.
Amended by Special Resolutions passed by the Association on the 2nd October 1992,
the 31st October 1997 and the 5th November 2000.
=
NAMES ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS
Jane Ewart-Biggs
LADY JANE EWART-BIGGS, 31 RADNOR WALK,
LONDON SW3 4BP - PEER
Kevin O’ Sullivan
KEVIN O’SULLIVAN, 47 DRAYCOTT PLACE,
LONDON SW33DB - CONSULTING ENGINEER
Dated this 3rd day of December 1986
Witness to the above Signatures:-
Nigel Cross
NIGEL CROSS 230A Liverpool Road, London Ni
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