The Companies Act 2006
ACADEMY OF CHEESE
Limited By Guarantee
MEMORANDUM AND ARTICLES
OF ASSOCIATION
Company Number: 10184112
Incorporated on 17/05/2016
COMPANY NOT HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION
OF
Academy of Cheese
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.
Name of each subscriber Authentication by each subscriber
Charles R Turnbull
Dated Friday, 06 May 2016
THE COMPANIES ACT 2006
COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION
OF
Academy of Cheese
Defined terms
1.1. In these Articles, unless the context requires otherwise:
Articles means the Company’s articles of association for the time being in force;
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;
CA 2006 means the Companies Act 2006;
chairman has the meaning given to that term in Article 15.2;
chairman of the meeting has the meaning given to that term in Article 35.3;
Clear Days means (in relation to the period of a notice) 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;
Companies Acts means the Companies Acts (as denied in section 2 of CA 2006), in so far as they
apply to the Company;
Conflict has the meaning given to that term in Article 18.1;
conflicted director means a director who has, or could have, a Conflict in a situation involving
the Company and consequently whose vote is not to be counted in respect of any resolution to
authorise such Conflict and who is not to be counted as participating in the quorum for the
meeting (or part of the meeting) at which such resolution is to be voted upon;
corporate representative means an individual appointed by a shareholder which is a
corporation to act on its behalf at general meetings.
director means a director of the Company, and includes any person occupying the position of
director, by whatever name called;
document includes, unless otherwise specified, any document sent or supplied in electronic
form;
electronic form has the meaning given to that term in section 1168 of CA 2006;
hard copy form has the meaning given to that term in section 1168 of CA 2006;
instrument means a document in hard copy form;
member has the meaning given to that term in section 112 of CA 2006;
Model Articles means the model articles for private companies limited by guarantee contained
in Schedule 2 of the Companies (Model Articles) Regulations 2008 (SI 2009/3229) as amended
prior to the date of adoption of these Articles;
non-conflicted director means any director who is not a conflicted director;
ordinary resolution has the meaning given to that term in section 282 of CA 2006;
participate, in relation to a directors’ meeting, has the meaning given to that term in Article
14;
proxy notice has the meaning given to that term in Article 41.2;
proxy notification address has the meaning given to that term in Article 42.1;
relevant officer has the meaning given to that term in Articles 47.3.2 or 48.2.1, as the case may
be;
relevant loss has the meaning given to that term in Article 48.2.2;
special resolution has the meaning given to that term in section 283 of CA 2006;
subsidiary has the meaning given to that term in section 1159 of CA 2006; United Kingdom
means Great Britain and Northern Ireland; 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.
1.2. Save as otherwise specifically provided in these Articles, words and expressions which have
particular meanings in the Model Articles shall have the same meanings in these Articles,
subject to which and unless the context otherwise requires, words and expressions which
have particular meanings in CA 2006 as in force on the date when these Articles become
binding on the Company shall have the same meanings in these Articles.
1.3. Headings in these Articles are used for convenience only and shall not affect the
construction or interpretation of these Articles.
1.4. Unless expressly provided otherwise, a reference to a statute, statutory provision or
subordinate legislation is a reference to it as it is in force from time to time and shall
include any orders, regulations or subordinate legislation from time to time made under it
and any amendment or re-enactment of it or any such orders, regulations or subordinate
legislation for the time being in force.
1.5. Any phrase introduced by the terms “including”, “include”, “in particular” or any similar
expression shall be construed as illustrative and shall not limit the sense of the words
preceding those terms.
1.6. No regulations set out in any statute or in any statutory instrument or other subordinate
legislation concerning companies, including but not limited to the Model Articles, shall
apply to the Company, but the following shall be the articles of association of the Company.
Liability of members
2.1. The liability of each member is limited to £1.00, being the amount that each member
undertakes to contribute to the assets of the Company in the event of it being wound up
while he is a member or within one year after he ceases to be a member, for:
2.1.1.payment of the Company’s debts and liabilities contracted before he ceases to be a
member;
2.1.2.payment of the costs, charges and expenses of winding up; and
2.1.3.adjustment of the rights of the contributories among themselves.
Standard Objects
3.1. The objects for which the Company is established are:
3.1.1.to carry on any other trade or business whatsoever which can, in the opinion of the
Company, be advantageously carried on by the Company in connection with or
ancillary to any of the general business of the Company or is calculated directly to
benefit the Company or enhance the value of or render profitable any of the
Company’s property or rights or is required by any customers of or persons dealing
with the Company;
3.1.2.to do all or any of the things or maters aforesaid in any part of the world and either as
principals, agents, contractors or otherwise, and by or through agents, brokers,
subcontractors or otherwise and either alone or in conjunction with others.
3.2. The objects set forth in each sub-Article of this Article 3 shall not be restrictively construed
but the widest interpretation shall be given thereto, and they shall not, except where the
context expressly so requires, be in any way limited or restricted by reference to or
inference from any other object or objects set forth in each sub-Article or from the name of
the Company. None of each sub-Articles or the object or objects therein specified or the
powers thereby conferred shall be deemed subsidiary or ancillary to the objects or powers
mentioned in any other sub-Article, but the Company shall have full power to exercise all or
any of the objects conferred by and provided in each of the said sub-Articles as if each subArticle contained the objects of a separate company. The word company in this Article,
except where used in reference to the Company, shall be deemed to include any
partnership or other body of persons, whether incorporated or unincorporated and
whether domiciled in the United Kingdom or elsewhere.
3.3. The income and property of the Company shall be applied solely towards the promotion of
its objects as set forth in this Article 3 and no portion thereof shall be paid or transferred,
directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to
members of the Company, provided that nothing herein shall prevent any payment in good
faith by the Company:
3.3.1.of reasonable and proper remuneration to any member, officer or servant of the
Company for any services rendered to the Company;
3.3.2.of any interest on money lent by any member of the Company or any director at a
reasonable and proper rate;
3.3.3.of reasonable and proper rent for premises demised or let by any member of the
Company or any director; and
3.3.4.to any director of out-of-pocket expenses.
3.4. If upon the winding up or dissolution of the Company 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 Company, but shall be given or transferred to some
other institution (charitable or otherwise) having objects similar to the objects of the
Company and which shall prohibit the distribution of its or their income to its or their
members, such institutions to be determined by the members of the Company at or before
the time of dissolution.
Specific Objects
4.1. The specific objects for which the Company is established are:
4.1.1.To promote and accredit cheese knowledge, research and training
4.1.2.To promote and represent the production, sale and consumption of cheese
4.1.3.To act as a not-for-profit company, reinvesting and never distributing any surpluses
arising from the company’s activities
Directors’ general authority
5.1. Subject to the Articles and to the applicable provisions for the time being of the Companies
Acts, the directors are responsible for the management of the Company’s business, for
which purpose they may exercise all the powers of the Company.
Change of Company name
6.1. Without prejudice to the generality of Article 5, the members may resolve in accordance
with Article 10 to change the Company’s name.
Members’ reserve power
7.1. The members may, by special resolution, direct the directors to take, or refrain from taking,
specified action.
7.2. No such special resolution invalidates anything which the directors have done before the
passing of the resolution.
Directors may delegate
8.1. Subject to the Articles, the directors may delegate any of the powers which are conferred
on them under the Articles:
8.1.1.to such person or committee;
8.1.2.by such means (including by a power of attorney);
8.1.3.to such an extent;
8.1.4.in relation to such maters or territories; and
8.1.5.on such terms and conditions; as they think it.
8.2. If the directors so specify, any such delegation may authorise further delegation of the
directors’ powers by any person to whom they are delegated.
8.3. The directors may revoke any delegation in whole or part, or alter its terms and conditions.
Committees
9.1. 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.
9.2. 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.
9.3. Where a provision of the Articles refers to the exercise of a power, authority or discretion
by the directors and that power, authority or discretion has been delegated by the directors
to a committee, the provision shall be construed as permitting the exercise of the power,
authority or discretion by the committee.
Directors to take decisions collectively
10.1. The general rule about decision-making by directors is that any decision of the
directors must be taken as a majority decision at a meeting or as a directors’ written
resolution in accordance with Article 11 (Directors’ written resolutions) or otherwise as a
unanimous decision taken in accordance with Article 12 (Unanimous decisions).
10.2. Subject to the Articles, each director participating in a directors’ meeting has one
vote.
10.3. If the numbers of votes for and against a proposal at a meeting of directors are
equal, the directors should seek resolution through consensus. If consensus is not
achieved, non-present qualifying directors should be consulted and called up to vote. In
the event the number of votes for and against the proposal remains equal, the resolution
should be withdrawn and represented at the next directors’ meeting.
10.4. If a resolution represented at a Directors’ meeting is one which received an equal
number of votes for and against that motion at a previous meeting, and a Director who
remains a Director is unable to attend the following meeting, his or her vote should be
counted as if he or she voted as they did in the previous meeting.
Directors’ written resolutions
11.1. Any director may propose a directors’ written resolution by giving notice in writing
of the proposed resolution to each of the other directors.
11.2. If the company has appointed a company secretary, the company secretary must
propose a directors’ written resolution if a director so requests by giving notice in writing to
each of the other directors.
11.3. Notice of a proposed directors’ written resolution must indicate:
11.3.1. the proposed resolution; and
11.3.2. the time by which it is proposed that the directors should adopt it.
11.4. A proposed directors’ written resolution is adopted when a majority of the nonconflicted directors have signed one or more copies of it, provided that those directors
would have formed a quorum at a directors’ meeting were the resolution to have been
proposed at such meeting.
11.5. Once a directors’ written resolution has been adopted, it must be treated as if it had
been a decision taken at a directors’ meeting in accordance with the Articles.
Unanimous decisions
12.1. A decision of the directors is taken in accordance with this Article 12 when all nonconflicted directors indicate to each other by any means that they share a common view on
a mater.
12.2. A decision may not be taken in accordance with this Article 12 if the non-conflicted
directors would not have formed a quorum at a directors’ meeting had the matter matter
been proposed as a resolution at such a meeting.
12.3. Once a directors’ unanimous decision is taken in accordance with this Article 12 it
must be treated as if it had been a decision taken at a directors’ meeting in accordance with
the Articles.
Calling a directors’ meeting
13.1. Any director may call a directors’ meeting by giving notice of the meeting to each of
the directors, whether or not he is absent from the UK, or by authorising the company
secretary (if any) to give such notice.
13.2. Notice of any directors’ meeting must indicate:
13.2.1. its proposed date and time;
13.2.2. where it is to take place; and
13.2.3. 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.
13.3. Subject to Article 13.4, notice of a directors’ meeting must be given to each director
but need not be in writing.
13.4. 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 prior
to or up to and including not more than seven 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
14.1. Subject to the Articles, directors participate in a directors’ meeting, or part of a
directors’ meeting, when:
14.1.1. the meeting has been called and takes place in accordance with the Articles, and
14.1.2. they can each communicate to the others any information or opinions they have on
any particular item of the business of the meeting.
14.2. In determining whether directors are participating in a directors’ meeting, it is
irrelevant where any director is or how they communicate with each other.
14.3. 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.
Chairing of directors’ meetings
15.1. The directors may appoint a director to chair their meetings.
15.2. The person so appointed for the time being is known as the chairman.
15.3. The directors may terminate the chairman’s appointment at any time.
15.4. 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.
Chairman’s casting vote at directors’ meetings
16.1. If the numbers of votes for and against a proposal at a meeting of directors are
equal, the chairman or other director chairing the meeting does not have a casting vote.
Quorum for directors’ meetings
17.1. At a directors’ meeting, unless a quorum is participating, no proposal is to be voted
on, except a proposal to call another meeting.
17.2. Subject to Article 17.3, the quorum for the transaction of business at a meeting of
directors may be fixed from time to time by a decision of the directors but it must never be
less than three directors, and unless otherwise fixed it is three.
17.3. For the purposes of any meeting (or part of a meeting) held pursuant to Article 18
(Directors’ conflicts of interests) to authorise a director’s Conflict, if there are less than
three non-conflicted directors present or not present the quorum for such a meeting (or
part of a meeting) shall be the remaining one or both non-conflicted directors. In the event
there are two non-conflicted directors the matter should be postponed until both nonconflicted directors are able to be present at the meeting.
Directors’ conflicts of interests
18.1. For the purposes of this Article 18, a conflict of interest includes a conflict of interest
and duty and a conflict of duties, and interest includes both direct and indirect interests.
18.2. The directors may, in accordance with the requirements set out in this Article 18,
authorise any matter proposed to them by any director which would, if not authorised,
involve a director breaching his duty under section 175 of CA 2006 to avoid conflicts of
interest (such matter being hereinafter referred to as a Conflict).
18.3. A director seeking authorisation in respect of a Conflict shall declare to the other
directors the nature and extent of his interest in a Conflict as soon as is reasonably
practicable. The director shall provide the other directors with such details of the relevant
matter as are necessary for the other directors to decide how to address the Conflict,
together with such other information as may be requested by the other directors.
18.4. Any authorisation under this Article 18 will be effective only if:
18.4.1. the matter in question shall have been proposed by any director for consideration
at a meeting of directors in the same way that any other matter may be proposed to
the directors under the provisions of these Articles or in such other manner as the
directors may determine;
18.4.2. any requirement as to the quorum at any meeting of the directors at which the
matter is considered is met without counting the director in question and any other
conflicted director(s); and
18.4.3. the matter was agreed to without the director and any other conflicted director(s)
voting or would have been agreed to if their votes had not been counted.
18.5. Any authorisation of a Conflict under this Article 18 may (whether at the time of
giving the authorisation or subsequently):
18.5.1. extend to any actual or potential conflict of interest which may reasonably be
expected to arise out of the Conflict so authorised;
18.5.2. be subject to such terms and for such duration, or impose such limits or conditions
as the directors may determine; or
18.5.3. be terminated or varied by the directors at any time.
This will not affect anything done by the director prior to such termination or variation in
accordance with the terms of the authorisation.
18.6. In authorising a Conflict the directors may decide (whether at the time of giving the
authorisation or subsequently) that if a director has obtained any information through his
involvement in the Conflict otherwise than as a director of the Company and in respect of
which he owes a duty of confidentiality to another person the director is under no
obligation to:
18.6.1. disclose such information to the directors or to any director or other officer or
employee of the Company; or
18.6.2. use or apply any such information in performing his duties as a director, where to do
so would amount to a breach of that confidence.
18.7. Where the directors authorise a Conflict they may provide, without limitation
(whether at the time of giving the authorisation or subsequently) that the director:
18.7.1. is excluded from discussions (whether at meetings of directors or otherwise) related
to the Conflict;
18.7.2. is not given any documents or other information relating to the Conflict;
18.7.3. may or may not vote (or may or may not be counted in the quorum) at any future
meeting of directors in relation to any resolution relating to the Conflict.
18.8. Where the directors authorise a Conflict:
18.8.1. the director will be obliged to conduct himself in accordance with any terms, limits
and/or conditions imposed by the directors in relation to the Conflict;
18.8.2. the director will not infringe any duty he owes to the Company by virtue of sections
171 to 177 of CA 2006 provided he acts in accordance with such terms, limits and/or
conditions (if any) as the directors impose in respect of its authorisation.
18.9. A director is not required, by reason of being a director (or because of the fiduciary
relationship established by reason of being a director), to account to the Company for any
remuneration, profit or other benefit which he receives as director or other officer or
employee of the Company’s subsidiaries or of any other body corporate in which the
Company is interested or which he derives from or in connection with a relationship
involving a Conflict which has been authorised by the directors or by the Company in
general meeting (subject in each case to any terms, limits or conditions attaching to that
authorisation) and no contract shall be liable to be avoided on such grounds nor shall the
receipt of any such remuneration or other benefit constitute a breach of his duty under
section 176 of CA 2006.
18.10. Subject to the applicable provisions for the time being of the Companies Acts and to
any terms, limits and/or conditions imposed by the directors in accordance with Article
18.5.2, and provided that he has disclosed to the directors the nature and extent of any
interest of his in accordance with the Companies Acts, a director notwithstanding his office:
18.10.1. may be a party to, or otherwise interested in, any contract, transaction or
arrangement with the Company or in which the Company is otherwise interested;
18.10.2. shall be counted as participating for voting and quorum purposes in any
decision in connection with any proposed or existing transaction or arrangement with
the Company, in which he is in any way directly or indirectly interested;
18.10.3. may act by himself or his firm in a professional capacity for the Company
(otherwise than as auditor) and he or his firm shall be entitled to remuneration for
professional services as if he were not a director;
18.10.4. may be a director or other officer of, or employed by, or a party to any
contract, transaction or arrangement with, or otherwise interested in, any body
corporate promoted by the Company or in which the Company is otherwise interested;
and
18.10.5. shall not, by reason of his office, be accountable to the Company for any
benefit which he (or anyone connected with him (as denied in section 252 of CA 2006)
derives from any such office or employment or from any such contract, transaction or
arrangement or from any interest in any such body corporate and no such contract,
transaction or arrangement shall be liable to be avoided on the ground of any such
interest or benefit, nor shall the receipt of any such remuneration or benefit constitute
a breach of his duty under section 176 of CA 2006.
18.11. For the purposes of this Article, references to proposed decisions and decisionmaking processes include any directors’ meeting or part of a directors’ meeting.
18.12. Subject to Article 18.13, 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.
18.13. 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 mee ting (or that part of the meeting) for voting or quorum purposes.
Records of decisions to be kept
19.1. The directors must ensure that the Company keeps a record, in writing, for at least
ten years from the date of the decision recorded, of every unanimous or majority decision
taken by the directors.
Directors’ discretion to make further rules
20.1. Subject to the Articles, the directors may make any rule which they think it about
how they take decisions, and about how such rules are to be recorded or communicated to
directors.
Number of directors
21.1. Unless otherwise determined by ordinary resolution, the number of directors
should not be less than three.
Methods of appointing directors
22.1. Any person 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 at a General Meeting of members
Termination of director’s appointment
23.1. A person ceases to be a director as soon as:
23.1.1. that person ceases to be a director by virtue of any provision of CA 2006 or is
prohibited from being a director by law;
23.1.2. an ordinary resolution by the members for the removal of the person;
23.1.3. a bankruptcy order is made against that person;
23.1.4. a composition is made with that person’s creditors generally in satisfaction of that
person’s debt and the Company resolves that his office be vacated s;
23.1.5. 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 acing as a director and may remain so for more than three months;
23.1.6. by reason of that person’s mental health, a court makes an order which wholly or
partly prevents that person from personally exercising any powers or rights which that
person would otherwise have; or
23.1.7. 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.
Directors’ remuneration
24.1. Directors may undertake any services for the Company that the directors decide.
24.2. Directors are entitled to such remuneration as the directors determine:
24.2.1. for their services to the Company as directors, and
24.2.2. for any other service which they undertake for the Company.
24.3. Subject to the Articles, a director’s remuneration may:
24.3.1. take any form, and
24.3.2. 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.
24.4. Unless the directors decide otherwise, directors’ remuneration accrues from day to
day.
Directors’ expenses
25.1. The Company may pay any reasonable expenses which the directors and the
secretary (if any) properly incur in connection with their attendance at:
25.1.1. meetings of directors or committees of directors, or
25.1.2. general meetings
or otherwise in connection with the exercise of their powers and the discharge of their
responsibilities in relation to the Company.
Alternate directors
26.1. The Company does not allow for any provision for alternate directors.
Appointment and removal of secretary
27.1. The directors may appoint any person who is willing to act as the secretary for such
term, at such remuneration, and upon such conditions as they may think it and from time
to time remove such person and, if the directors so decide, appoint a replacement, in each
case by a decision of the directors.
Applications for membership
28.1. New members are recruited by existing members according to the Members
Recruitment Policy
28.2. The Members Recruitment Policy which sets out how new members are to be
recruited must be agreed by ordinary resolution
28.3. Only individuals may be members of the company. Corporations or other
institutions may not become members
28.4. No person shall become a member of the Company unless:
28.4.1. that person has completed an application for membership in a form approved by
the members; and
28.4.2. the members have approved the application according to the Members Recruitment
Policy
28.5. Members who have under 29.4 resigned by rotation will not have their membership
renewed if
28.5.1. they are considered not to be acting in accordance with the aims of the company as
stated Specific Objects in Article 4 above
28.5.2. they have not been able to commit sufficiently to the role as member of the
company in maintaining, interpreting and achieving the Specific Objects in Article 4
above
28.5.3. they are not or are not seen to be sufficiently independent of external commercial
interests or conflicts of interest
Termination of membership
29.1. A person ceases to be a member as soon as:
29.1.1. that person would be classified as being required cease to be a director by virtue of
any provision of CA 2006 or is prohibited from being a director by law;
29.1.2. a bankruptcy order is made against that person;
29.1.3. a composition is made with that person’s creditors generally in satisfaction of that
person’s debt and the Company resolves that his office be vacated;
29.1.4. 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 acing as a director and may remain so for more than three months; or
29.2. by reason of that person’s mental health, a court makes an order which wholly or
partly prevents that person from personally exercising any powers or rights which that
person would otherwise have.
29.3. A member may withdraw from membership of the Company by giving seven days’
notice to the Company in writing.
29.4. Members must withdraw and reapply for membership every five years at the Annual
General Meeting, subject to
29.4.1. The reapplication process undergone by a resigning member is to the subject to the
same Member Recruitment Policy as for new members.
29.4.2. In the event a resignation would result in less than 3 remaining Members, the
resignation should be deferred for one year
29.5. Members can have their membership terminated by ordinary resolution if they are
considered not to be acting in accordance with 29.1 and 29.2 above.
29.6. Membership is not transferable.
29.7. A person’s membership terminates when that person dies or ceases to exist.
Convening general meetings
30.1. The directors may call general meetings and, on the requisition of members
pursuant to the provisions of CA 2006, shall forthwith proceed to convene a general
meeting in accordance with CA 2006. If there are not within the United Kingdom sufficient
directors to call a general meeting, any director or the members requisitioning the meeting
(or any of them representing more than one half of the total voting rights of them all) may
call a general meeting. If the Company has only a single member, such member shall be
entitled at any time to call a general meeting.
Notice of general meetings
31.1. General meetings (other than an adjourned meeting) shall be called by at least
fourteen Clear Days’ notice but a general meeting may be called by shorter notice if it is so
agreed by a majority in number of the members having a right to attend and vote, being a
majority who together represent not less than ninety per cent (90%) of the total voting
rights at that meeting of all the members.
31.2. The notice shall specify the time, date and place of the meeting, the general nature
of the business to be transacted and the terms of any resolution to be proposed at it.
31.3. Subject to the provisions of these Articles and to any restrictions imposed on
members, the notice shall be given to all members and to the directors and the auditors for
the time being of the Company.
31.4. 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 invalidate the proceedings at
that meeting if that person requests within 30 days of that meeting the proceedings or part
thereof be invalidated.
Resolutions requiring special notice
32.1. If CA 2006 requires special notice to be given of a resolution, then the resolution will
not be effective unless notice of the intention to propose it has been given to the Company
at least twenty-eight Clear Days before the general meeting at which it is to be proposed.
32.2. Where practicable, the Company must give the members notice of the resolution in
the same manner and at the same time as it gives notice of the general meeting at which it
is to be proposed. Where that is not practicable, the Company must give the members at
least fourteen Clear Days’ before the relevant general meeting by advertisement in a
newspaper with an appropriate circulation.
32.3. If, after notice to propose such a resolution has been given to the Company, a
meeting is called for a date twenty-eight days or less after the notice has been given, the
notice shall be deemed to have been properly given, even though it was not given within
the time required by Article 31.1.
Attendance and speaking at general meetings
33.1. 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.
33.2. A person is able to exercise the right to vote at a general meeting when:
33.2.1. that person is able to vote, during the meeting, on resolutions put to the vote at the
meeting; and
33.2.2. 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.
33.3. 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.
33.4. In determining attendance at a general meeting, it is immaterial whether any two or
more members attending it are in the same place as each other.
33.5. Where a member wishes to attend a General Meeting from a remote location, all
reasonable audio visual or digital facilities must be made available to facilitate that member
attending, speaking and voting at that meeting.
33.6. 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.
Quorum for general meetings
34.1. No business shall be transacted at any meeting unless a quorum is present. Subject
to section 318(2) of CA 2006, the number of qualifying persons (as denied in section 318(3)
of CA 2006) entitled to vote upon the business to be transacted shall be a quorum is
defined by ordinary resolution of the members and may change from time to time;
provided that if the Company has only a number of members smaller than the Quorum laid
out in the resolution, the quorum shall be all the qualifying people.
34.2. 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
35.1. If the directors have appointed a chairman, the chairman shall chair general
meetings if present and willing to do so.
35.2. 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:
35.2.1. the directors present, or
35.2.2. (if no directors are present), the meeting, must appoint a director or member to
chair the meeting, and the appointment of the chairman of the meeting must be the
first business of the meeting.
35.3. 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-members
36.1. Directors may attend and speak at general meetings, whether or not they are
members.
36.2. The chairman of the meeting may permit other persons who are not:
36.2.1. members of the Company, or
36.2.2. otherwise entitled to exercise the rights of members in relation to general meetings,
to attend and speak at a general meeting.
Adjournment
37.1. 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, the chairman of the meeting must adjourn it. If, at the adjourned
meeting, a quorum is not present within half an hour from the time appointed for the
meeting, the meeting shall be dissolved.
37.2. The chairman of the meeting may adjourn a general meeting at which a quorum is
present if:
37.2.1. the meeting consents to an adjournment, or
37.2.2. 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.
37.3. The chairman of the meeting must adjourn a general meeting if directed to do so by
the meeting.
37.4. When adjourning a general meeting, the chairman of the meeting must:
37.4.1. 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
37.4.2. have regard to any directions as to the time and place of any adjournment which
have been given by the meeting.
37.5. If the continuation of an adjourned meeting is to take place more than fourteen
days after it was adjourned, the Company must give at least seven Clear Days’ notice of it
(that is, excluding the day of the adjourned meeting and the day on which the notice is
given):
37.5.1. to the same persons to whom notice of the Company’s general meetings is required
to be given, and
37.5.2. containing the same information which such notice is required to contain.
37.6. 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.
Voting: general
38.1. All members shall have only one equal vote in all circumstances.
38.2. A resolution put to the vote of a general meeting must be decided on a show of
hands unless a poll is duly demanded in accordance with the Articles. Subject to any rights
or restrictions to which members are subject, on a show of hands, every member who is
present in person shall have one vote. A proxy shall be entitled to vote on a show of hands.
38.3. Unless a poll is duly demanded, a declaration by the chairman 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.
Errors and disputes
39.1. 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.
39.2. Any such objection must be referred to the chairman of the meeting, whose
decision is final.
Poll votes
40.1. On a poll every member who (being an individual is present in person or by proxy)
shall have one vote.
40.2. A poll on a resolution may be demanded:
40.2.1. in advance of the general meeting where it is to be put to the vote, or
40.2.2. 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.
40.3. A poll may be demanded by:
40.3.1. the chairman of the meeting;
40.3.2. the directors;
40.3.3. two or more persons having the right to vote on the resolution; or
40.3.4. a person or persons representing not less than one tenth of the total voting rights of
all the members having the right to vote on the resolution.
40.4. A demand for a poll may be withdrawn if:
40.4.1. the poll has not yet been taken, and
40.4.2. the chairman of the meeting consents to the withdrawal.
40.5. A demand so withdrawn shall not invalidate the result of a show of hands declared
before the demand was made.
40.6. A poll demanded on the election of a chairman or on a question of adjournment
shall be taken forthwith. A poll demanded on any other question shall be taken either
forthwith or at such time and place as the chairman directs not being more than thirty days
after the poll is demanded. 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. If a poll is demanded before the declaration of the result of a show of hands
and the demand is duly withdrawn, the meeting shall continue as if the demand had not
been made.
40.7. 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.
40.8. The result of the poll shall be deemed to be the resolution of the meeting at which
the poll was demanded.
Content of proxy notices
41.1. Subject to the provisions of these Articles, a member is entitled to appoint another
person as his proxy to exercise all or any of his rights to attend and to speak and vote at a
general meeting.
41.2. Proxies may only validly be appointed by a notice in writing (proxy notice) which:
41.2.1. states the name and address of the member appointing the proxy;
41.2.2. identifies the person appointed to be that member’s proxy and the general meeting
in relation to which that person is appointed;
41.2.3. is signed by or on behalf of the member appointing the proxy, or is authenticated in
such manner as the directors may determine; and
41.2.4. is delivered to the Company in accordance with the Articles and in accordance with
any instructions contained in the notice of the general meeting (or adjourned meeting)
to which they relate and received by the Company:
41.2.4.1. subject to Articles 41.2.4.2 and 41.2.4.3 in the case of a general meeting or
adjourned meeting, not less than forty-eight hours before the time for holding
the meeting or adjourned meeting at which the right to vote is to be exercised;
41.2.4.2. in the case of a poll taken more than forty-eight hours after it is demanded,
after the poll has been demanded and not less than twenty-four hours before
the time appointed for the taking of the poll; or
41.2.4.3. where the poll is not taken forthwith but is taken not more than forty-eight
hours after it was demanded, at the time at which the poll was demanded or
twenty-four hours before the time appointed for the taking of the poll,
whichever is the later,
and a proxy notice which is not delivered and received in such manner shall be invalid.
41.3. The Company may require proxy notices to be delivered in a particular form, and
may specify different forms for different purposes.
41.4. 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 and the proxy is obliged to
vote or abstain from voting in accordance with the specified instructions. However, the
Company is not obliged to check whether a proxy votes or abstains from voting as he has
been instructed and shall incur no liability for failing to do so. Failure by a proxy to vote or
abstain from voting as instructed at a meeting shall not invalidate proceedings at that
meeting.
41.5. Unless a proxy notice indicates otherwise, it must be treated as:
41.5.1. 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
41.5.2. 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
42.1. Any notice of a general meeting must specify the address or addresses (proxy
notification address) at which the Company or its agents will receive proxy notices relating
to that meeting, or any adjournment of it, delivered in hard copy or electronic form.
42.2. 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 to a proxy notification address.
42.3. 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.
42.4. A notice revoking a proxy appointment only takes effect if it is received by the
Company:
42.4.1. in the case of a general or adjourned meeting, not less than forty-eight hours before
the time for holding the meeting or adjourned meeting at which the right to vote is to
be exercised;
42.4.2. in the case of a poll taken more than forty-eight hours after it was demanded, not
less than twenty-four before the time appointed for the taking of the poll; or
42.4.3. in the case of a poll not taken forthwith but not more than forty-eight hours after it
was demanded, at the time at which it was demanded or twenty-four hours before the
time appointed for the taking of the poll, whichever is later, and a notice which is not
delivered and received in such manner shall be valid.
42.5. In calculating the periods referred to in Article 41 (Content of proxy notices) and this
Article 42, no account shall be taken of any part of a day that is not a working day.
42.6. 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
43.1. An ordinary resolution to be proposed at a general meeting may be amended by
ordinary resolution if:
43.1.1. 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 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
43.1.2. the proposed amendment does not, in the reasonable opinion of the chairman of
the meeting, materially alter the scope of the resolution.
43.2. A special resolution to be proposed at a general meeting may be amended by
ordinary resolution, if:
43.2.1. the chairman of the meeting proposes the amendment at the general meeting at
which the resolution is to be proposed, and
43.2.2. the amendment does not go beyond what is necessary to correct a grammatical or
other non-substantive error in the resolution.
43.3. 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.
Written Resolutions
44.1. A resolution of the members may be passed as a written resolution in accordance
with chapter 2 of part 13 of CA 2006.
Means of communication to be used
45.1. Subject to the Articles, anything sent or supplied by or to the Company under the
Articles may be sent or supplied in any way in which of CA 2006 provides for documents or
information which are authorised or required by any provision of CA 2006 to be sent or
supplied by or to the Company.
45.2. Any notice, document or other information shall be deemed served on or delivered
to the intended recipient:
45.2.1. If properly addressed and sent by prepaid United Kingdom first class post to an
address in the United Kingdom, forty-eight hours after it was posted;
45.2.2. If properly addressed and delivered by hand, when it was given or let at the
appropriate address;
45.2.3. If properly addressed and send or supplied by electronic means forty-eight hours
after the document or information was sent or supplied; and
45.2.4. If sent or supplied by means of a website, when the material is first made available
on the website or (if later) when the recipient receives (or is deemed to have received)
notice of the fact that the material is available on the website.
45.3. In proving that any notice, document or other information was properly addressed,
it shall be sufficient to show that the notice, document or other information was delivered
to an address permitted for the purpose by of CA 2006.
45.4. Subject to the Articles, 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.
45.5. 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 forty-eight hours.
45.6. In the case of joint members, all notices or documents shall be given to the joint
member whose name stands first in the register in respect of the joint holding. Notice so
given shall be sufficient notice to all of the joint members. Where there are joint members,
anything which needs to be agreed or specified in relation to any notice, document or other
information to be sent or supplied to them can be agreed or specified by any one of the
joint members. The agreement or specification of the joint member whose name stands
first in the register will be accepted to the exclusion of the agreement or specification of
any other joint member (s) whose name(s) stand later in the register.
Company seals
46.1. Any common seal may only be used by the authority of the directors.
46.2. The directors may decide by what means and in what form any common seal is to be
used.
46.3. 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 either at least two
authorised persons or at least one authorised person in the presence of a witness who
attests the signature.
46.4. For the purposes of this Article, an authorised person is:
46.4.1. any director of the Company;
46.4.2. the Company secretary (if any); or
46.4.3. any person authorised by the directors for the purpose of signing documents to
which the common seal is applied.
46.5. No right to inspect accounts and other records
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 member.
46.6. Provision for employees on cessation of business
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.
Indemnity
47.1. Subject to Article 47.2, but without prejudice to any indemnity to which a relevant
officer is otherwise entitled:
47.1.1. each relevant officer shall be indemnified out of the Company’s assets against all
costs, charges, losses, expenses and liabilities incurred by him as a relevant officer:
47.1.1.1. in the actual or purported execution and/or discharge of his duties, or in
relation to them; and
47.1.1.2. in relation to the company’s (or any associated company’s) activities as
trustee of an occupational pension scheme (as denied in section 235(6) of CA
2006),
including (in each case) any liability incurred by him in defending any civil or criminal
proceedings in which judgment is given in his favour or in which he is acquitted or the
proceedings are otherwise disposed of without any finding or admission of any material
breach of duty on his part or in connection with any application in which the court grants
him, in his capacity as a relevant officer, relief from liability for negligence, default, breach
of duty or breach of trust in relation to the Company’s (or any associated company’s )
affairs; and
47.1.2. the Company may provide any relevant officer with funds to meet expenditure
incurred or to be incurred by him in connection with any proceedings or application
referred to in Article 47.1.1 and otherwise may take any action to enable any such
relevant officer to avoid incurring such expenditure.
47.2. 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.
47.3. In this Article 47:
47.3.1. companies are associated if one is a subsidiary of the other or both are subsidiaries
of the same body corporate, and
47.3.2. a relevant officer means any director, member or other officer or former director,
member or other officer of the Company or an associated company (including any
company which is a trustee of an occupational pension scheme (as denied by section
235(6) of CA 2006) and may, if the members so decide, include any person engaged by
the Company (or any associated company) as auditor (whether or not he is also a
director or other officer), to the extent he acts in his capacity as auditor).
Insurance
48.1. The directors may decide to purchase and maintain insurance, at the expense of the
Company, for the benefit of any relevant officer in respect of any relevant loss.
48.2. In this Article 48:
48.2.1. a relevant officer means any director, member or other officer or former director or
other officer of the Company or an associated company (including any company which
is a trustee of an occupational pension scheme (as denied by section 235(6) of CA
2006;
48.2.2. a relevant loss means any loss or liability which has been or may be incurred by a
relevant officer in connection with that officer’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
48.2.3. companies are associated if one is a subsidiary of the other or both are subsidiaries
of the same body corporate.
