The Companies Act 2006
ACADEMY OF CHEESE (DEVELOPMENT) LTD
Limited By Shares
MEMORANDUM AND ARTICLES OF ASSOCIATION
Company Number: 11147777
Incorporated on 12/01/2018
Academy of Cheese (Development) Ltd
Memorandum & Articles of Association
COMPANY HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION
OF
ACADEMY OF CHEESE (DEVELOPMENT) LTD
Each subscriber to this memorandum of association wishes to form a company under the
Companies Act 2006 and agrees to become a member of the Company and to take at least
one share.
Name of each subscriber Authentication by each subscriber
Academy of Cheese
Date 12 January 2018
Academy of Cheese (Development) Ltd
Memorandum & Articles of Association
THE COMPANIES ACT 2006
PRIVATE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
ACADEMY OF CHEESE (DEVELOPMENT) LTD
PART 1 INTERPRETATION AND LIMITATION OF LIABILITY
1: Defined Terms
1.1. The regulations contained in the Model Articles for Private Companies Limited
by Shares set out in Schedule 1 of The Companies (Model Articles) Regulations
2008 (SI 3229/2008), shall not apply to the Company.
In the articles, unless the context requires otherwise:
“the 2006 Act” means the Companies Act 2006;
“articles” means the Company’s articles of association;
“bankruptcy” includes individual insolvency proceedings in a
jurisdiction other than England and Wales or Northern
Ireland which have an effect similar to that of
bankruptcy;
“chairman” has the meaning given in article 12;
“chairman of the
meeting”
has the meaning given in article 40;
“Companies Acts” means the Companies Acts (as defined in section 2 of
the Companies Act 2006), in so far as they apply to the
Company;
“director” means a director of the Company, and includes any
person occupying the position of director, by whatever
name called;
“distribution recipient” has the meaning given in article 32;
“document” includes, unless otherwise specified, any document
sent or supplied in electronic form;
“electronic form” has the meaning given in section 1168 of the 2006 Act;
“fully paid” in relation to a share, means that the nominal value
and any premium to be paid to the Company in respect
of that share have been paid to the Company;
“hard copy form” has the meaning given in section 1168 of the 2006 Act;
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Memorandum & Articles of Association
“holder” in relation to shares means the person whose name is
entered in the register of members as the holder of the
shares;
“instrument” means a document in hard copy form;
“ordinary resolution” has the meaning given in section 282 of the 2006 Act;
“paid” means paid or credited as paid;
“participate” in relation to a directors’ meeting, has the meaning
given in article 10;
“proxy notice” has the meaning given in article 46;
“shareholder” means a person who is the holder of a share;
“shares” means shares in the Company;
“special resolution” has the meaning given in section 283 of the 2006 Act;
“subsidiary” has the meaning given in section 1159 of the 2006 Act;
“transmittee” means a person entitled to a share by reason of the
death or bankruptcy of a shareholder or otherwise by
operation of law; and
“writing” means the representation or reproduction of words,
symbols or other information in a visible form by any
method or combination of methods, whether sent or
supplied in electronic form or otherwise.
Unless the context otherwise requires, other words or expressions contained in
these articles bear the same meaning as in the 2006 Act as in force on the date when
these articles become binding on the Company.
2: Liability of shareholders
2.1. The liability of the shareholders is limited to the amount, if any, unpaid on the
shares held by them.
PART 2 DIRECTORS DIRECTORS’ POWERS AND RESPONSIBILITIES
3: Directors’ general authority
3.1. Subject to the articles, the directors are responsible for the management of
the Company’s business, for which purpose they may exercise all the powers
of the Company.
Shareholders’ reserve power
4.1. The shareholders may, by special resolution, direct the directors to take, or
refrain from taking, specified action.
4.2. No such special resolution invalidates anything which the directors have done
before the passing of the resolution.
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Memorandum & Articles of Association
Directors may delegate
5.1. Subject to the articles, the directors may delegate any of the powers which are
conferred on them under the articles:
5.1.1. to such person or committee;
5.1.2. by such means (including by power of attorney);
5.1.3. to such an extent;
5.1.4. in relation to such matters or territories; and
5.1.5. on such terms and conditions;
as they think fit.
5.2. If the directors so specify, any such delegation may authorise further
delegation of the directors’ powers by any person to whom they are
delegated.
5.3. The directors may revoke any delegation in whole or part, or alter its terms
and conditions.
Committees
6.1. Committees to which the directors delegate any of their powers must follow
procedures which are based as far as they are applicable on those provisions of
the articles which govern the taking of decisions by directors. The directors
may make rules of procedure for all or any committees, which prevail over
rules derived from the articles if they are not consistent with them.
DECISION-MAKING BY DIRECTORS
- Directors to take decisions collectively
7.1. The general rule about decision-making by directors is that any decision of the
directors must be either a majority decision at a meeting or a decision taken in
accordance with article 8.
7.2. If:
7.2.1. the Company only has one director, and
7.2.2. no provision of the articles requires it to have more than one director,
the general rule does not apply, and the director may, subject to articles 8(3) and 16
take decisions without regard to any other of the provisions of the articles relating to
directors’ decision-making. - Unanimous decisions
8.1. A decision of the directors is taken in accordance with this article when all
eligible directors indicate to each other by any means that they share a
common view on a matter.
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Memorandum & Articles of Association
8.2. Such a decision may take the form of a resolution in writing, copies of which
have been signed by each eligible director or to which each eligible director
has otherwise indicated agreement in writing.
8.3. References in this article to eligible directors are to directors who would have
been entitled to vote on the matter had it been proposed as a resolution at a
directors’ meeting.
8.4. A decision may not be taken in accordance with this article if the eligible
directors would not have formed a quorum at such a meeting. - Calling a directors’ meeting
9.1. Any director may call a directors’ meeting by giving notice of the meeting to
the directors or by authorising the Company secretary (if any) to give such
notice.
9.2. Notice of any directors’ meeting must indicate:
9.2.1. its proposed date and time;
9.2.2. where it is to take place; and
9.2.3. if it is anticipated that directors participating in the meeting will not be in
the same place, how it is proposed that they should communicate with
each other during the meeting.
9.3. Notice of a directors’ meeting must be given to each director, but need not be
in writing.
9.4. Notice of a directors’ meeting need not be given to directors who waive their
entitlement to notice of that meeting, by giving notice to that effect to the
Company not more than 7 days after the date on which the meeting is held.
Where such notice is given after the meeting has been held, that does not
affect the validity of the meeting, or of any business conducted at it. - Participation in directors’ meetings
10.1. Subject to the articles, directors participate in a directors’ meeting, or part of a
directors’ meeting, when:
10.1.1. the meeting has been called and takes place in accordance with the
articles, and
10.1.2. they can each communicate to the others any information or opinions they
have on any particular item of the business of the meeting.
10.2. In determining whether directors are participating in a directors’ meeting, it is
irrelevant where any director is or how they communicate with each other.
10.3. If all the directors participating in a meeting are not in the same place, they
may decide that the meeting is to be treated as taking place wherever any of
them is. - Quorum for directors’ meetings
11.1. At a directors’ meeting, unless a quorum is participating, no proposal is to be
voted on, except a proposal to call another meeting.
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Memorandum & Articles of Association
11.2. The quorum for directors’ meetings may be fixed from time to time by a
decision of the directors, but it must never be less than two unless there is just
a sole director in office, and unless otherwise fixed it is two.
11.3. If the total number of directors for the time being is less than the quorum
required, the directors must not take any decision other than a decision:
11.3.1. to appoint further directors, or
11.3.2. to call a general meeting so as to enable the shareholders to appoint
further directors. - Chairing of directors’ meetings
12.1. The directors may appoint a director to chair their meetings.
12.2. The person so appointed for the time being is known as the chairman.
12.3. The directors may terminate the chairman’s appointment at any time.
12.4. If the chairman is not participating in a directors’ meeting within ten minutes
of the time at which it was to start, the participating directors must appoint
one of themselves to chair it. - Casting vote
13.1. The chairman or other director chairing the meeting shall not, if the numbers
of votes for and against a proposal are equal, have a second or casting vote. - Conflicts of interest
14.1. If a proposed decision of the directors is concerned with an actual or proposed
transaction or arrangement with the Company in which a director is
interested, that director is not to be counted as participating in the decisionmaking process for quorum or voting purposes.
14.2. But if paragraph (14.3) applies, a director who is interested in an actual or
proposed transaction or arrangement with the Company is to be counted as
participating in the decision-making process for quorum and voting purposes.
14.3. This paragraph applies when:
14.3.1. the Company by ordinary resolution disapplies the provision of the articles
which would otherwise prevent a director from being counted as
participating in the decision-making process;
14.3.2. the director has a general interest in line with other parties within a group
of relevant stakeholders;
14.3.3. the director’s interest cannot reasonably be regarded as likely to give rise
to a conflict of interest; or
14.3.4. the director’s conflict of interest arises from a permitted cause.
14.4. For the purposes of this article, the following are permitted causes:
14.4.1. a guarantee given, or to be given, by or to a director in respect of an
obligation incurred by or on behalf of the Company or any of its
subsidiaries;
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Memorandum & Articles of Association
14.4.2. subscription, or an agreement to subscribe, for shares or other securities of
the Company or any of its subsidiaries, or to underwrite, sub-underwrite,
or guarantee subscription for any such shares or securities; and
14.4.3. arrangements pursuant to which benefits are made available to employees
and directors or former employees and directors of the Company or any of
its subsidiaries which do not provide special benefits for directors or
former directors.
14.5. For the purposes of this article, references to proposed decisions and decisionmaking processes include any directors’ meeting or part of a directors’
meeting.
14.6. Subject to paragraph (14.7), if a question arises at a meeting of directors or of
a committee of directors as to the right of a director to participate in the
meeting (or part of the meeting) for voting or quorum purposes, the question
may, before the conclusion of the meeting, be referred to the chairman whose
ruling in relation to any director other than the chairman is to be final and
conclusive.
14.7. If any question as to the right to participate in the meeting (or part of the
meeting) should arise in respect of the chairman, the question is to be decided
by a decision of the directors at that meeting, for which purpose the chairman
is not to be counted as participating in the meeting (or that part of the
meeting) for voting or quorum purposes.
14.8. Where the number of non-conflicted directors is less than the quorum for the
purposes of approving a resolution authorising any situation or transaction
constituting a conflict as anticipated by the Companies Acts, the quorum shall
be all the disinterested directors.
14.9. When all the directors of the Company are conflicted, the Company shall pass
the conflict to the Company’s shareholders for approval by ordinary resolution. - Records of decisions to be kept
15.1. The directors must ensure that the Company keeps a record, in writing, for at
least 10 years from the date of the decision recorded of every unanimous or
majority decision taken by the directors. - Directors’ discretion to make further rules
16.1. Subject to the articles, the directors may make any rule which they think fit
about how they take decisions, and about how such rules are to be recorded
or communicated to directors.
NUMBER AND APPOINTMENT OF DIRECTORS - Methods of appointing directors
17.1. There shall be no maximum number of directors and the minimum number of
directors shall be two. Whenever the Company has two or more directors, at
least one of them shall be a natural person
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Memorandum & Articles of Association
17.2. Any person 16 years of age or more and who is willing to act as a director, and
is permitted by law to do so, may be appointed to be a director by ordinary
resolution.
17.3. In any case where, as a result of death, the Company has no shareholders and
no directors, the personal representatives of the last shareholder to have died
have the right, by notice in writing, to appoint a person to be a director.
17.4. For the purposes of paragraph (17.3), where 2 or more shareholders die in
circumstances rendering it uncertain who was the last to die, a younger
shareholder is deemed to have survived an older shareholder. - Termination of director’s appointment
18.1. A person ceases to be a director as soon as:
18.1.1. that person ceases to be a director by virtue of any provision of the
Companies Acts or is prohibited from being a director by law;
18.1.2. a bankruptcy order is made against that person;
18.1.3. a composition is made with that person’s creditors generally in satisfaction
of that person’s debts;
18.1.4. a registered medical practitioner who is treating that person gives a written
opinion to the Company stating that that person has become physically or
mentally incapable of acting as a director and may remain so for more than
three months;
18.1.5. notification is received by the Company from the director that the director
is resigning from office, and such resignation has taken effect in accordance
with its terms;
18.1.6. he shall for more than six consecutive months have been absent without
permission of the directors from meetings of directors held during that
period and the directors resolve that his office be vacated. - Directors’ remuneration
19.1. Directors may undertake any services for the Company that the directors
decide.
19.2. Directors are entitled to such remuneration as the directors determine:
19.2.1. for their services to the Company as directors, and
19.2.2. for any other service which they undertake for the Company.
19.3. Subject to the articles, a director’s remuneration may:
19.3.1. take any form, and
19.3.2. include any arrangements in connection with the payment of a pension,
allowance or gratuity, or any death, sickness or disability benefits, to or in
respect of that director.
19.4. Unless the directors decide otherwise, directors’ remuneration accrues from
day to day.
19.5. Unless the directors decide otherwise, directors are not accountable to the
Company for any remuneration which they receive as directors or other
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Memorandum & Articles of Association
officers or employees of the Company’s subsidiaries or of any other body
corporate in which the Company is interested. - Directors’ expenses
20.1. The Company may pay any reasonable expenses which the directors properly
incur in connection with their attendance at:
20.1.1. meetings of directors or committees of directors;
20.1.2. general meetings, or
20.1.3. separate meetings of the holders of any class of shares or of debentures of
the Company, or otherwise in connection with the exercise of their powers
and the discharge of their responsibilities in relation to the Company.
PART 3 SHARES AND DISTRIBUTIONS
SHARES - All shares to be fully paid up
21.1. No share is to be issued for less than the aggregate of its nominal value and
any premium to be paid to the Company in consideration for its issue.
21.2. This does not apply to shares taken on the formation of the Company by the
subscribers to the Company’s memorandum. - Powers to issue different classes of share
22.1. Subject to the articles, but without prejudice to the rights attached to any
existing share, the Company may issue shares with such rights or restrictions
as may be determined by ordinary resolution.
22.2. The Company may issue shares which are to be redeemed, or are liable to be
redeemed at the option of the Company or the holder, and the directors may
determine the terms, conditions and manner of redemption of any such
shares. - Company not bound by less than absolute interests
23.1. Except as required by law, no person is to be recognised by the Company as
holding any share upon any trust, and except as otherwise required by law or
the articles, the Company is not in any way to be bound by or recognise any
interest in a share other than the holder’s absolute ownership of it and all the
rights attaching to it. - Share certificates
24.1. The Company must issue each shareholder, free of charge, with one or more
certificates in respect of the shares which that shareholder holds.
24.2. Every certificate must specify:
24.2.1. in respect of how many shares, of what class, it is issued;
24.2.2. the nominal value of those shares;
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Memorandum & Articles of Association
24.2.3. that the shares are fully paid; and
24.2.4. any distinguishing numbers assigned to them.
24.3. No certificate may be issued in respect of shares of more than one class.
24.4. If more than one person holds a share: only one certificate may be issued in
respect of it.
24.5. Certificates must:
24.5.1. have affixed to them the Company’s common seal, or
24.5.2. be otherwise executed in accordance with the Companies Acts. - Replacement share certificates
25.1. If a certificate issued in respect of a shareholder’s shares is:
25.1.1. damaged or defaced; or
25.1.2. said to be lost, stolen or destroyed,
that shareholder is entitled to be issued with a replacement certificate in
respect of the same shares.
25.2. A shareholder exercising the right to be issued with such a replacement
certificate:
25.2.1. may at the same time exercise the right to be issued with a single
certificate or separate certificates;
25.2.2. must return the certificate which is to be replaced to the Company if it is
damaged or defaced and
25.2.3. must comply with such conditions as to evidence, indemnity and the
payment of a reasonable fee as the directors decide. - Share transfers
26.1. Shares may be transferred by means of an instrument of transfer in any usual
form or any other form approved by the directors, which is executed by or on
behalf of the transferor.
26.2. No fee may be charged for registering any instrument of transfer or other
document relating to or affecting the title to any share.
26.3. The Company may retain any instrument of transfer which is registered.
26.4. The transferor remains the holder of a share until the transferee’s name is
entered in the register of members as holder of it.
26.5. The directors may refuse to register the transfer of a share, and if they do so,
the instrument of transfer must be returned to the transferee with the notice
of refusal unless they suspect that the proposed transfer may be fraudulent. - Transmission of shares
27.1. If title to a share passes to a transmittee, the Company may only recognise the
transmittee as having any title to that share.
27.2. A transmittee who produces such evidence of entitlement to shares as the
directors may properly require:
27.2.1. may, subject to the articles, choose either to become the holder of those
shares or to have them transferred to another person, and
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Memorandum & Articles of Association
27.2.2. subject to the articles, and pending any transfer of the shares to another
person, has the same rights as the holder had.
27.3. But transmittees do not have the right to attend or vote at a general meeting,
or agree to a proposed written resolution, in respect of shares to which they
are entitled, by reason of the holder’s death or bankruptcy or otherwise,
unless they become the holders of those shares. - Exercise of transmittees’ rights
28.1. Transmittees who wish to become the holders of shares to which they have
become entitled must notify the Company in writing of that wish.
28.2. If the transmittee wishes to have a share transferred to another person, the
transmittee must execute an instrument of transfer in respect of it.
28.3. Any transfer made or executed under this article is to be treated as if it were
made or executed by the person from whom the transmittee has derived
rights in respect of the share, and as if the event which gave rise to the
transmission had not occurred. - Transmittees bound by prior notices
29.1. If a notice is given to a shareholder in respect of shares and a transmittee is
entitled to those shares, the transmittee is bound by the notice if it was given
to the shareholder before the transmittee’s name has been entered in the
register of members. - Purchase of own shares
30.1.1. Subject to the 2006 Act but without prejudice to any other provision of
these articles, the Company may purchase its own shares with cash up to
any amount in a financial year.
DIVIDENDS AND OTHER DISTRIBUTIONS
- Procedure for declaring dividends
31.1. The Company may, by ordinary resolution declare dividends, and the directors
may decide to pay interim dividends but a dividend must not be declared
unless the directors have made a recommendation as to its amount. Such a
dividend must not exceed the amount
31.2. recommended by the directors and no dividend may be declared or paid
unless it is in accordance with shareholders’ respective rights.
31.3. Unless:
31.3.1. the shareholders’ resolution to declare; or
31.3.2. directors’ decision to pay a dividend; or
31.3.3. the terms on which shares are issued, specify otherwise,
it must be paid by reference to each shareholder’s holding of shares on the
date of the resolution or decision to declare or pay it.
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31.4. If the Company’s share capital is divided into different classes, no interim
dividend may be paid on shares carrying deferred or non-preferred rights if, at
the time of payment, any preferential dividend is in arrear.
31.5. The directors may pay at intervals any dividend payable at a fixed rate if it
appears to them that the profits available for distribution justify the payment.
31.6. If the directors act in good faith, they do not incur any liability to the holders of
shares conferring preferred rights for any loss they may suffer by the lawful
payment of an interim dividend on shares with deferred or non-preferred
rights. - Payment of dividends and other distributions
32.1. Where a dividend or other sum which is a distribution is payable in respect of a
share, it must be paid by one or more of the following means:
32.1.1. transfer to a bank or building society account specified by the distribution
recipient in writing; or
32.1.2. sending a cheque, payable to the distribution recipient, by post to the
distribution recipient at his registered address (if the distribution recipient
is a holder of the share), or (in any other case) to an address specified by
the distribution recipient either in writing or as the directors may otherwise
decide; or
32.1.3. any other means of payment as the directors agree with the distribution
recipient either in writing or by such other means as the directors decide.
32.2. In the articles, “the distribution recipient” means, in respect of a share in
respect of which a dividend or other sum is payable:
32.2.1. the holder of the share; or
32.2.2. if the share has two or more joint holders, whichever of them is named first
in the register of members; or
32.2.3. if the holder is no longer entitled to the share by reason of death or
bankruptcy, or otherwise by operation of law, the transmittee. - No interest on distributions
33.1. The Company may not pay interest on any dividend or other sum payable in
respect of a share unless otherwise provided by the terms on which the share
was issued, or the provisions of another agreement between the holder of that
share and the Company. - Unclaimed distributions
34.1. All dividends or other sums which are payable in respect of shares and
unclaimed after having been declared or become payable, may be invested or
otherwise made use of by the directors for the benefit of the Company until
claimed.
34.2. The payment of any such dividend or other sum into a separate account does
not make the Company a trustee in respect of it and if
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34.2.1. twelve years have passed from the date on which a dividend or other sum
became due for payment; and
34.2.2. the distribution recipient has not claimed it,
the distribution recipient is no longer entitled to that dividend or other sum
and it ceases to remain owing by the Company. - Non-cash distributions
35.1. Subject to the terms of issue of the share in question, the Company may, by
ordinary resolution on the recommendation of the directors, decide to pay all
or part of a dividend or other distribution payable in respect of a share by
transferring non-cash assets of equivalent value (including, without limitation,
shares or other securities in any company).
35.2. For the purposes of paying a non-cash distribution, the directors may make
whatever arrangements they think fit, including, where any difficulty arises
regarding the distribution:
35.2.1. fixing the value of any assets;
35.2.2. paying cash to any distribution recipient on the basis of that value in order
to adjust the rights of recipients; and
35.2.3. vesting any assets in trustees. - Waiver of distributions
36.1. Distribution recipients may waive their entitlement to a dividend or other
distribution payable in respect of a share by giving the Company notice in
writing to that effect, but if:
36.1.1. the share has more than one holder, or
36.1.2. more than one person is entitled to the share, whether by reason of the
death or bankruptcy of one or more joint holders, or otherwise,
36.1.3. the notice is not effective unless it is expressed to be given, and signed, by
all the holders or persons otherwise entitled to the share.
CAPITALISATION OF PROFITS - Authority to capitalise and appropriation of capitalised sums
37.1. The directors may, if they are so authorised by an ordinary resolution:
37.1.1. decide to capitalise any profits of the Company (whether or not they are
available for distribution) which are not required for paying a preferential
dividend, or any sum standing to the credit of the Company’s share
premium account or capital redemption reserve; and
37.1.2. appropriate any sum which they so decide to capitalise (a “capitalised
sum”) to the persons who would have been entitled to it if it were
distributed by way of dividend (the “persons entitled”) and in the same
proportions.
37.2. Capitalised sums must be applied:
37.2.1. on behalf of the persons entitled, and
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37.2.2. in the same proportions as a dividend would have been distributed to
them.
37.3. Any capitalised sum may be applied in paying up new shares of a nominal
amount equal to the capitalised sum which are then allotted credited as fully
paid to the persons entitled or as they may direct.
37.4. A capitalised sum which was appropriated from profits available for
distribution may be applied in paying up new debentures of the Company
which are then allotted credited as fully paid to the persons entitled or as they
may direct.
37.5. Subject to the articles the directors may:
37.5.1. apply capitalised sums in accordance with paragraphs (37.3) and (37.4)
above partly in one way and partly in another;
37.5.2. make such arrangements as they think fit to deal with shares or debentures
becoming distributable in fractions under this article (including the issuing
of fractional certificates or the making of cash payments); and
37.5.3. authorise any person to enter into an agreement with the Company on
behalf of all the persons entitled which is binding on them in respect of the
allotment of shares and debentures to them under this article.
PART 4 DECISION-MAKING BY SHAREHOLDERS
ORGANISATION OF GENERAL MEETINGS
- Attendance and speaking at general meetings
38.1. A person is able to exercise the right to speak at a general meeting when that
person is in a position to communicate to all those attending the meeting,
during the meeting, any information or opinions which that person has on the
business of the meeting.
38.2. A person is able to exercise the right to vote at a general meeting when:
38.2.1. that person is able to vote, during the meeting, on resolutions put to the
vote at the meeting, and
38.2.2. that person’s vote can be taken into account in determining whether or not
such resolutions are passed at the same time as the votes of all the other
persons attending the meeting.
38.3. The directors may make whatever arrangements they consider appropriate to
enable those attending a general meeting to exercise their rights to speak or
vote at it.
38.4. In determining attendance at a general meeting, it is immaterial whether any
two or more shareholders attending it are in the same place as each other.
38.5. Two or more persons who are not in the same place as each other attend a
general meeting if their circumstances are such that if they have (or were to
have) rights to speak and vote at that meeting, they are (or would be) able to
exercise them.
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Memorandum & Articles of Association - Quorum for general meetings
39.1. The quorum for a general meeting shall be determined according to section
318 of the 2006 Act and no business other than the appointment of the
chairman of the meeting is to be transacted at a general meeting if the persons
attending it do not constitute a quorum. - Chairing general meetings
40.1. If the directors have appointed a chairman, the chairman shall chair general
meetings if present and willing to do so.
40.2. If the directors have not appointed a chairman, or if the chairman is unwilling
to chair the meeting or is not present within ten minutes of the time at which
a meeting was due to start:
40.2.1. the directors present, or
40.2.2. (if no directors are present), the meeting, must appoint a director or
shareholder to chair the meeting, and the appointment of the chairman of
the meeting must be the first business of the meeting.
40.3. The person chairing a meeting in accordance with this article is referred to as
“the chairman of the meeting”. - Attendance and speaking by directors and non-shareholders
41.1. Directors may attend and speak at general meetings, whether or not they are
shareholders.
41.2. The chairman of the meeting may permit other persons who are not:
41.2.1. shareholders of the Company, or
41.2.2. otherwise entitled to exercise the rights of shareholders in relation to
general meetings, to attend and speak at a general meeting. - Adjournment
42.1. If the persons attending a general meeting within half an hour of the time at
which the meeting was due to start do not constitute a quorum, or if during a
meeting a quorum ceases to be present, or if at any time during a quorate
general meeting the meeting directs him to do so, the chairman of the meeting
must adjourn it and he may adjourn a general meeting at which a quorum is
present if:
42.1.1. the meeting consents to an adjournment, or
42.1.2. it appears to the chairman of the meeting that an adjournment is necessary
to protect the safety of any person attending the meeting or ensure that
the business of the meeting is conducted in an orderly manner.
42.2. When adjourning a general meeting, the chairman of the meeting must:
42.2.1. either specify the time and place to which it is adjourned or state that it is
to continue at a time and place to be fixed by the directors; and
42.2.2. have regard to any directions as to the time and place of any adjournment
which have been given by the meeting.
Academy of Cheese (Development) Ltd
Memorandum & Articles of Association
42.3. If the continuation of an adjourned meeting is to take place more than 14 days
after it was adjourned, the Company must give at least 7 clear days’ notice of it
(that is, excluding the day of the adjourned meeting and the day on which the
notice is given):
42.3.1. to the same persons to whom notice of the Company’s general meetings is
required to be given, and
42.3.2. containing the same information which such notice is required to contain.
42.4. No business may be transacted at an adjourned general meeting which could
not properly have been transacted at the meeting if the adjournment had not
taken place and if, at an adjourned general meeting, a quorum is not present
within half an hour from the time appointed for the meeting, the shareholders
present shall be a quorum.
VOTING AT GENERAL MEETINGS - Voting: general
43.1. A resolution put to the vote of a general meeting must be decided on a show
of hands unless a poll is duly demanded and acted upon in accordance with
these articles and sections 321 and 322 of the 2006 Act. - Errors and disputes
44.1. No objection may be raised to the qualification of any person voting at a
general meeting except at the meeting or adjourned meeting at which the
vote objected to is tendered, and every vote not disallowed at the meeting is
valid.
44.2. Any such objection must be referred to the chairman of the meeting, whose
decision is final. - Poll votes
45.1. A poll on a resolution may be demanded:
45.1.1. in advance of the general meeting where it is to be put to the vote, or
45.1.2. at a general meeting, either before a show of hands on that resolution or
immediately after the result of a show of hands on that resolution is
declared.
45.2. A poll may be demanded by:
45.2.1. the chairman of the meeting;
45.2.2. the directors;
45.2.3. two or more persons having the right to vote on the resolution; or
45.2.4. a person or persons representing not less than one tenth of the total voting
rights of all the shareholders having the right to vote on the resolution.
45.3. A demand for a poll may be withdrawn if:
45.3.1. the poll has not yet been taken, and
45.3.2. the chairman of the meeting consents to the withdrawal.
Academy of Cheese (Development) Ltd
Memorandum & Articles of Association
45.4. Polls must be taken immediately and in such manner as the chairman of the
meeting directs. - Content of proxy notices
46.1. Proxies may only validly be appointed by a notice in writing (a “proxy notice”)
which:
46.1.1. states the name and address of the shareholder appointing the proxy;
46.1.2. identifies the person appointed to be that shareholder’s proxy and the
general meeting in relation to which that person is appointed;
46.1.3. is signed by or on behalf of the shareholder appointing the proxy, or is
authenticated in such manner as the directors may determine; and
46.1.4. is delivered to the Company in accordance with the articles and any
instructions contained in the notice of the general meeting to which they
relate.
46.2. The Company may require proxy notices to be delivered in a particular form,
and may specify different forms for different purposes.
46.3. Proxy notices may specify how the proxy appointed under them is to vote (or
that the proxy is to abstain from voting) on one or more resolutions.
46.4. Unless a proxy notice indicates otherwise, it must be treated as:
46.4.1. allowing the person appointed under it as a proxy discretion as to how to
vote on any ancillary or procedural resolutions put to the meeting; and
46.4.2. appointing that person as a proxy in relation to any adjournment of the
general meeting to which it relates as well as the meeting itself. - Delivery of proxy notices
47.1. A person who is entitled to attend, speak or vote (either on a show of hands or
on a poll) at a general meeting remains so entitled in respect of that meeting
or any adjournment of it, even though a valid proxy notice has been delivered
to the Company by or on behalf of that person.
47.2. An appointment under a proxy notice may be revoked by delivering to the
Company a notice in writing given by or on behalf of the person by whom or
on whose behalf the proxy notice was given.
47.3. A notice revoking a proxy appointment only takes effect if it is delivered before
the start of the meeting or adjourned meeting to which it relates.
47.4. If a proxy notice is not executed by the person appointing the proxy, it must be
accompanied by written evidence of the authority of the person who executed
it to execute it on the appointor’s behalf. - Amendments to resolutions
48.1. An ordinary resolution to be proposed at a general meeting may be amended
by ordinary resolution if:
48.1.1. notice of the proposed amendment is given to the Company in writing by a
person entitled to vote at the general meeting at which it is to be proposed
Academy of Cheese (Development) Ltd
Memorandum & Articles of Association
not less than 48 hours before the meeting is to take place (or such later
time as the chairman of the meeting may determine), and
48.1.2. the proposed amendment does not, in the reasonable opinion of the
chairman of the meeting, materially alter the scope of the resolution.
48.2. A special resolution to be proposed at a general meeting may be amended by
ordinary resolution, if:
48.2.1. the chairman of the meeting proposes the amendment at the general
meeting at which the resolution is to be proposed; and
48.2.2. the amendment does not go beyond what is necessary to correct a
grammatical or other non-substantive error in the resolution.
48.3. If the chairman of the meeting, acting in good faith, wrongly decides that an
amendment to a resolution is out of order, the chairman’s error does not
invalidate the vote on that resolution.
PART 5 ADMINISTRATION
ADMINISTRATIVE ARRANGEMENTS - Means of communication to be used
49.1. Anything sent or supplied by or to the Company under the articles may be sent
or supplied in any way in which the 2006 Act provides for documents or
information which are authorised or required by any provision of that Act to
be sent or supplied by or to the Company.
49.2. Every notice convening a general meeting shall comply with the provisions of
section 307 and 325 of the 2006 Act as to the length of notice required for the
meeting and the giving of information to shareholders in regard to their right
to appoint proxies; and notices of and other communications relating to any
general meeting which any shareholder is entitled to receive shall be sent to
the directors and to the auditor for the time being of the Company.
49.3. Any notice or document to be sent or supplied to a director in connection with
the taking of decisions by directors may also be sent or supplied by the means
by which that director has asked to be sent or supplied with such notices or
documents for the time being.
49.4. A director may agree with the Company that notices or documents sent to that
director in a particular way are to be deemed to have been received within a
specified time of their being sent, and for the specified time to be less than 48
hours. - Company seals
50.1. Any common seal may only be used by the authority of the directors.
50.2. The directors may decide by what means and in what form any common seal is
to be used.
Academy of Cheese (Development) Ltd
Memorandum & Articles of Association
50.3. Unless otherwise decided by the directors, if the Company has a common seal
and it is affixed to a document, the document must also be signed by at least
one authorised person in the presence of a witness who attests the signature.
50.4. For the purposes of this article, an authorised person is:
50.4.1. any director of the Company;
50.4.2. the Company secretary (if any); or
50.4.3. any person authorised by the directors for the purpose of signing
documents to which the common seal is applied. - No right to inspect accounts and other records
51.1. Except as provided by law or authorised by the directors or an ordinary
resolution of the Company, no person is entitled to inspect any of the
Company’s accounting or other records or documents merely by virtue of
being a shareholder. - Provision for employees on cessation of business
52.1. The directors may decide to make provision for the benefit of persons
employed or formerly employed by the Company or any of its subsidiaries
(other than a director or former director or shadow director) in connection
with the cessation or transfer to any person of the whole or part of the
undertaking of the Company or that subsidiary.
DIRECTORS’ INDEMNITY AND INSURANCE - Indemnity
53.1. Subject to paragraph (53.2), a relevant director of the Company or an
associated company may be indemnified out of the Company’s assets against:
53.1.1. any liability incurred by that director in connection with any negligence,
default, breach of duty or breach of trust in relation to the Company or an
associated company;
53.1.2. any liability incurred by that director in connection with the activities of the
Company or an associated company in its capacity as a trustee of an
occupational pension scheme (as defined in section 235(6) of the 2006
Act);
53.1.3. any other liability incurred by that director as an officer of the Company or
an associated company.
53.2. This article does not authorise any indemnity which would be prohibited or
rendered void by any provision of the Companies Acts or by any other
provision of law.
53.3. In this article:
53.3.1. companies are associated if one is a subsidiary of the other or both are
subsidiaries of the same body corporate; and
53.3.2. a “relevant director” means any director or former director of the Company
or an associated company.
Academy of Cheese (Development) Ltd
Memorandum & Articles of Association - Insurance
54.1. The directors may decide to purchase and maintain insurance, at the expense
of the Company, for the benefit of any relevant director in respect of any
relevant loss.
54.2. In this article:
54.2.1. a “relevant director” means any director or former director of the Company
or an associated company;
54.2.2. a “relevant loss” means any loss or liability which has been or may be
incurred by a relevant director in connection with that director’s duties or
powers in relation to the Company, any associated company or any pension
fund or employees’ share scheme of the Company or associated company;
and
54.2.3. companies are associated if one is a subsidiary of the other or both are
subsidiaries of the same body corporate.
