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The Memorandum and Articles of Association
together form the Constitution of Play Therapy UK (PTUK). The
Memorandum contains mainly the objects of
the Society (section 3), the share capital and not for profit statements
(sections 4, 7 and 8) . These Articles contains material governing the
organisation and procedures of the Society.
The Standing Orders are the Society's regulations.
THE COMPANIES ACTS 1985 TO 1989 COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
of Play Therapy (UK) –
The United Kingdom Society for Play and Creative Arts Therapies Limited
(As drafted to be adopted by Special Resolution in August 2004)
Interpretation
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In these Articles:
'the Company' means ‘the
Society’.
'the Act' means the
Companies Act, 1985.
'the Seal' means the common
seal of the Society.
'Secretary' means any
person appointed to perform the duties of the Secretary of the
S.ociety
'the United Kingdom' means
Great Britain and Northern Ireland.
Expressions referring to
writing shall, unless the contrary intention appears, be construed as
including references to printing, lithography, photography, and other
modes of representing or reproducing words in a visible form.
Unless the context
otherwise requires, words or expressions contained in these Articles
shall bear the same meaning as in the Act or any statutory
modification thereof in force at the date at which these Articles
become binding on the Society.
Preliminary
2. (a) The regulations
constituting Table A in the Schedule to the Companies (Tables A to F)
Regulations 1985 ("Table A") shall apply to the Society except in so
far as they are excluded or varied by these Articles.
Expressions defined in
Regulation 1 of Table A shall where the context admits bear in these
Articles the meanings so defined.
Share capital
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(a) The shares of the
Society for the time being unissued, whether forming part of its
original capital or not, shall be at the disposal of the directors,
who may at their discretion for a period of seven years from the date
of the incorporation of the Society and afterwards with the previous
sanction of an ordinary resolution (in accordance with Section 80 of
the Act), allot, grant options over or otherwise dispose of them to
such persons, at such times and on such terms as they shall think
proper, but so that the nominal amount of the issued equity share
capital shall not exceed the authorised share capital of the Society.
(b) The directors may allot
shares notwithstanding that the authority under Regulation 2 (a) has
expired if they are allotted in pursuance of an offer or agreement
made by the Society before the authority expired.
(c) The provisions of
Section 89 (1) and Section 90(1) to (6) of the Act shall not apply to
the Society, in accordance with the exemption provided by Section 91
(1) of the Act.
(d) Subject to the
provisions of the Act, shares may with the sanction of an ordinary
resolution be issued which are to be redeemed or are liable to be
redeemed at the option of the Society or the holder on such terms and
in such manner as the Society may by special resolution determine,
provided that no redeemable shares may be issued if at the time there
are no issued shares of the Society which are not redeemable.
(e) Subject to the
provisions of the Act, the Society may purchase its own shares.
(f) Share certificates
shall not be required to bear the impression of the Society seal, and
Regulation 6 of Table A shall be amended accordingly.
(g) The income and property
of the Society whencesoever derived shall be applied solely towards
the promotion of the objects of the Society as set forth in the
Memorandum of Society.
Lien and forfeiture
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(a) The lien conferred by
Regulation 8 of Table A shall attach to fully paid as well as to
partly paid shares, and to all shares registered in the name (whether
as sole or joint holder) of any person indebted or under liability to
the Society. The directors may declare any shares to be wholly or
partially exempt from the provisions of this regulation or Regulation
8 of Table A.
(b) In Regulation 8 of
Table A there shall be substituted for the words "any amount payable
in respect of if the words "all distributions and other monies or
property attributable to if'; and the same words shall be substituted
in Regulation 19 for the words "all dividends or other monies payable
in respect of the forfeited shares".
Transfer of shares
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The directors may in their
absolute discretion and without giving any reason decline to register
any transfer of shares.
Proceedings at general
meetings
(a) Every notice convening
a General Meeting shall state that a member entitled to attend and
vote thereat may appoint a proxy.
In Regulation 54 of Table A
there shall be inserted after the second occurrence of the words
"every member" the words "present in person or by proxy".
In Regulation 62 of Table A
there shall be substituted for the first occurrence of the words "not
less than 48 hours before" the words "at any time before".
Appointment and retirement of
directors
6 (a) Regulations 73 to
78 inclusive and the second sentence of Regulation 79 of Table A
shall not apply to the Society.
(b) The Society may by
ordinary resolution appoint a person who is willing to act to be a
director either to fill a vacancy or as an additional director.
Proceedings of directors
7 (a) Unless otherwise
determined by ordinary resolution, the number of directors (other
than alternate directors) shall not be subject to a maximum but
shall not be less than two. The first directors of the Society shall
be the persons named in the statement delivered under Section 10 of
the Act.
(b) A director who is
interested in any transaction or arrangement either with the Society
or in which the Society is interested shall be entitled to vote on
any such transaction or arrangement at a meeting of the board of
directors of the Society providing that he has complied with the
disclosure requirements provided by Regulations 85 and 86 of Table
A.
(c) In Regulation 87
there shall be inserted after the first occurrence of the words "The
directors" the words "on behalf of the Society".
(d) In Regulation 89 of
Table A there shall be substituted for the word "two" the word
"one".
Objects
The Society is established
for the objects expressed in the Memorandum of Association .
Members
9
The number of members with
which the Society proposes to be registered is unlimited.
10
Membership of the Society
shall be divided into two main categories, namely shareholding
members, and practitioner membership. A practitioner member is
required to be a practitioner of, or have an active interest in the
practice of the therapies defined in the Memorandum of Association.
Shareholding members are not required to practice any of the
therapies. Practitioner members have the option of applying to
become shareholding members.
11
Each category of membership of
the Society may have classes and sub-classes as laid down from time
to time in the regulations made under Article 84 below.
12 Applications for
membership of either category shall be made to the Secretary of the
Society in writing and in such form and containing such information
as the Board of Directors may from time to time prescribe. The
Society may, before any decision on any application is made, require
any additional information.
13 The Board of Directors
or Advisory Board, any sub-committee or working group set up for the
purpose may decline any application made to the Society for
membership. Any decision so made shall be final and no reasons shall
be required to be appended to that decision.
14 Every member of the
Society shall be bound to further, to the best of their ability, the
objects of the Society and shall observe all regulations laid out
herein and any regulations made under Article 84 .
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A practitioner member of
the Society shall cease to be a member unless the Board of Directors
determines otherwise:
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if the application on the
basis of which practitioner membership was granted contained or
referred to information which was false or misleading provided that
due notice is given and the said member be given an opportunity to
make representations to a meeting convened for that purpose
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if such practitioner member
resigns by giving notice in writing of resignation
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if the practitioner member
becomes of unsound mind
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if the practitioner member
is excluded from membership under Article 16 below
(e) if the practitioner
member otherwise cease to qualify for membership under the Articles.
Provided always that any
practitioner member who ceases to be a member shall remain subject to
any liability imposed on them by the Memorandum and Articles of the
Society or any regulations made under these Articles.
16 Any practitioner member of
the Society may be excluded from membership of the Society by a
resolution of the Board of Directors acting upon the recommendation of
the Advisory Board or a sub-committee of the Board of Directors whose
function is to consider the conduct of such members in accordance with
the regulations made under these Articles for the time being in force
provided that due notice is given and the said member be given an
opportunity to make representations to a meeting convened for that
purpose.
General Meetings
17.1 A general meeting of
the Society shall be held once in every calendar year as its Annual
General Meeting, at such time and place as may be determined by the
Board of Directors provided that every Annual General Meeting shall
be held not more than fifteen months after the holding of the last
preceding such meeting.
17.2 The above General
Meetings of the Society shall be called Annual General Meetings. All
other General Meetings shall be called Extraordinary General
Meetings.
17.3 The Board of
Directors may call an Extraordinary General Meeting whenever it
thinks fit and Extraordinary General Meetings shall also be convened
on such requisition or, in default, may be convened by such
requisitionists as provided by the Act.
Notice of General Meetings
18. An Annual General
Meeting and a meeting called for the passing of a special resolution
shall be called by at least twenty-one days' notice in writing.
Other meetings shall be called by at least fourteen days' notice in
writing. The notice shall specify the place, the day, and the hour
of meeting and, in case of special business, the general nature of
that business and shall be given, in manner hereinafter mentioned or
in such other manner, if any, as may be prescribed by the Society in
General Meeting, to such persons as are, under the Articles of the
Society, entitled to receive such notices from the Society
19 The accidental
omission to give notice of a meeting to, or the non-receipt of
notice of a meeting by, any person entitled to receive notice shall
not invalidate the proceedings at that meeting.
Proceedings at General
Meetings
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All business shall be
deemed special that is transacted at an Extraordinary General Meeting
and all that is transacted at an Annual General Meeting shall also be
deemed special, with the following exceptions:
(a) the consideration of
the accounts and balance sheet
(b) the consideration of
the reports of the Board of Directors
(c) the declaration of
the results of elections held pursuant to Article
33
(d) the appointment of
and the fixing of the remuneration of the Auditors.
21. No business shall be
transacted at any General Meeting unless a quorum of members is
present at the time when the meeting proceeds to business: members
present in person or by proxy entitled to cast one hundred votes
between them shall be a quorum. If within half an hour from the time
appointed for the meeting a quorum is not present, the meeting, if
convened upon the requisition of members, shall be dissolved; in any
other case it shall be adjourned to the same day in the next week,
at the same time and place, or to such other day and at such other
time and place as the Board of Directors may determine.
22. The Chief Executive
of the Society shall chair every General Meeting of the Society, or
if s/he shall not be present any member of the Board of Directors
present who has been proposed and seconded by voting members shall
chair the
meeting.
23. The Chair of the
meeting may, with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting), adjourn the
meeting from time to time and from place to place, but no business
shall be transacted at any adjourned meeting other than the business
left unfinished at the meeting from which the adjournment took
place. When a meeting is adjourned for thirty days or more, notice
of the adjourned meeting shall be given as in the case of an
original meeting. Otherwise it shall not be necessary to give any
notice of an adjournment or of the business to be transacted at an
adjourned meeting.
24. At any General
Meeting a resolution put to the vote of the meeting shall be decided
by the votes of shareholding members on the basis of one vote per
share held.
25 The voting shall be
decided on a show of hands unless a poll is (before or on the
declaration of the result of the show of hands) demanded:
(a) by the Chair of the meeting; or
(b) by at least three members present in person and entitled to vote; or
(c) by any member or
members present in person and representing not less than one-tenth
of the total voting rights of all the members having the right to
vote at the meeting.
Unless a poll is so
demanded, a declaration by the Chair that a resolution has on a show
of hands been carried or carried unanimously, or by a particular
majority, or lost and an entry to that effect in the minutes of
proceedings of the Society shall be conclusive evidence of the fact
without proof of the number or proportion of the votes recorded in
favour of or against such resolution.
26. If a poll be demanded
in the manner aforesaid, it shall be taken at such time and place,
and in such manner, as the Chair of the meeting shall direct. Every
voting member present in person or by proxy shall be entitled to
vote. The result of the poll shall be deemed to be the resolution of
the meeting at which the poll was demanded. The demand for a poll
may be withdrawn.
27 In the case of an
equality of votes, whether on a show of hands or on a poll, the
Chair of the meeting shall be entitled to a further or casting vote.
28. A poll demanded on
the election of a Chair, or on a question of adjournment, shall be
taken immediately.
29. Subject to the
provisions of the Act, a resolution in writing signed by all the
members entitled to receive notice of and to attend and vote at
General Meetings (or being organisations by their duly authorised
representatives) shall be as valid and effective as if it had been
passed at a General Meeting of the Society duly convened and held.
Any such resolution in writing may consist of two or more documents
in like form each signed by one or more members.
Votes for Members
30. Every shareholding
member shall have one vote per paid up share. Votes may be cast in
person or by post or by proxy as the Board of Directors in its sole
discretion shall determine. 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 a poll has been demanded.
31. No shareholding
member shall be entitled to attend or vote at any General Meeting
unless all monies presently payable by her/him to the Society have
been paid.
32. A shareholding member
entitled to vote may appoint any other member who is qualified to
vote as her/his proxy.
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An instrument appointing a
proxy shall be in such form as the Board of Directors shall from time
to time approve.
Organisations Acting by
Representatives at Meetings
Any organisation which is a
shareholding member of the Society may by resolution of its Board of
Directors or other governing body authorise such person as it thinks
fit to act as its representative at any meeting of the Society, and
the person so authorised shall be entitled to exercise the same powers
on behalf of the organisation which s/he represents as that
organisation could exercise if it were an individual member of the
Society.
Board of Directors
There shall be a Board of
Directors consisting of the Chief Executive together with not less
than one or more than seven other members.
The Board of Directors
shall be remunerated for the time spent on the Society’s business and
paid all reasonable expenses properly incurred by them in attending
and returning from Board of Directors meetings or General Meetings of
the Society or in connection with the business of the Society.
Borrowing Powers
The Board of Directors may
exercise all the powers of the Society to borrow money, and to
mortgage or charge its undertaking and property, or any part thereof,
and to issue debentures, debenture stock and other securities, whether
outright or as security for any debt, liability or obligation of the
Society or of any third party.
Powers and Duties of the
Board of Directors
The business of the Society
shall be managed by the Board of Directors which may pay all expenses
incurred in the formation of the Society, and may exercise all such
powers of the Society as are not required to be exercised by the
Society in General Meeting. Any such requirement may be imposed either
by the Act or by these Articles or by any regulation made by the
Society in General Meeting; but no such regulation shall invalidate
any prior act of the Board of Directors which would have been valid if
that regulation had not been made.
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All cheques and other
negotiable instruments, and all receipts for monies paid to the
Society, shall be signed draw accepted, endorsed or otherwise
executed, as the case may be, in such manner as the Board of Directors
shall from time to time determine.
40 The Board of
Directors shall cause minutes to be made:
a) of the names of the Board of Directors members present at each Board
of Directors meeting; and
b) of all resolutions and proceedings at all meetings of the Society,
and of the Board of Directors
.
Disqualification of Board of
Directors Members
41 The office of Board of
Directors member shall be vacated if the member:
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becomes bankrupt or makes
any arrangement or composition with her/his creditors generally; or
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becomes prohibited from
being a Board of Directors member by reason of any order made under
Section 295 of the Act or by virtue of Section 72 of the Charities Act
1993; or
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becomes incapable by reason
of mental disorder, illness or injury of managing and administering
her/his property and affairs; or
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resigns her/his office by
written notice to the Society; or
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is directly or indirectly
interested in any contract with the Society and fails to declare the
nature of her/his interest as required by Section 317 of the Act.
Election of Board of
Directors Members
Members elected to the
Board of Directors shall hold office from the close of the Annual
General Meeting at which her/his election was declared to the close of
the fifth Annual General Meeting thereafter (or such shorter period as
the Board of Directors may prescribe to secure rotation).
The regulations enacted
under these Articles shall prescribe all matters relating to the
election of elected members, the procedure for conducting the
elections and for the resolution of doubts or difficulty by the Chief
Executive or some other member nominated by her/him to have a casting
vote in the event of a tie.
The Society may from time
to time by ordinary resolution increase or reduce the number of Board
of Directors members.
Subject to provisions of
any regulations made under Article 84 below, the Board of Directors
shall have power at any time to appoint any person to be a Board of
Directors member, either to fill a casual vacancy or as an addition to
the existing members but so that the total number of Board of
Directors members shall not at any time exceed any maximum number
fixed in accordance with these Articles. Any Board of Directors member
so appointed shall hold office only until the next following Annual
General Meeting, and shall then be eligible for re-election.
The Board of Directors may
at any time and from time to time by resolution appoint any person
whether or not a member of the Society to be Patron of the Society and
may determine the period for which s/he shall hold office.
There shall be a Chief
Executive elected for a period of five years at the Annual General
Meeting. The Chief Executive shall Chair all General Meetings of the
Society and all meetings of the Board of Directors. The Chair shall be
entitled to attend any meeting of the Advisory Board, of all
sub-committees and boards of the Society howsoever they may be
constituted. The Chair shall be entitled to delegate to any one or
more members of the Board of Directors any or all of her/his powers
and duties for such period and subject to such conditions and
generally as s/he shall think fit.
The Society may by ordinary
resolution, of which special notice has been given in accordance with
Section 303 of the Act, remove any Board of Directors member before
the expiration of her/his period of office notwithstanding anything in
these Articles or in any agreement
between the Society and
such member. The Society may by ordinary resolution appoint another
person in place of a Board of Directors member removed under this
Article.
The Board of Directors may
resolve that a Board of Directors member should be removed if s/he is
absent without permission from three successive meetings provided that
due notice is given and the said Board of Directors member be given an
opportunity to make representations to a meeting convened by the Board
of Directors for that purpose.
The Board of Directors may
resolve that a Board of Directors member be removed from office for
good cause provided that a majority vote of members present and voting
is achieved and provided that due notice is given and the said Board
of Directors member be given an opportunity to make representations to
a meeting convened by the Board of Directors for that purpose .
Proceedings of the Board of
Directors
The Board of Directors
shall meet together at least twice yearly for the dispatch of business
and may adjourn, and otherwise regulate its meetings, as it thinks
fit. Questions arising at any meeting shall be decided by a majority
of votes of Board of Directors members present and voting. In the case
of an equality of votes the Chair shall have a second or casting vote.
A Board of Directors member may, and the Secretary on the request of a
Board of Directors member shall, at any time summon a Board of
Directors meeting. It shall not be necessary to give notice of a Board
of Directors meeting to any member for the time being absent from the
United Kingdom.
Subject to any provision in
the regulations enacted under these Articles, the Board of Directors
shall regulate its own proceedings and shall prescribe its own quorum.
The Board of Directors may
act notwithstanding any vacancy in its body, but, if and so long as
its number is reduced below the number fixed by or pursuant to the
Articles of the Society as the necessary quorum of members, for the
purpose of increasing the number of members to that number or of
summoning a General Meeting of the Society, but for no other purpose.
The Board of Directors may
appoint on such terms as it thinks fit such sub-committees and boards
as it thinks fit.
Any sub-committee or board
appointed by the Board of Directors may be composed of members of the
Board of Directors or members of the Board of Directors and other
persons (whether or not members) or of other persons (whether or not
members).
All acts done by any
meeting of the Board of Directors or of a sub-committee, or by any
person acting as a Board of Directors member, shall, notwithstanding
that it be afterwards discovered that there was some defect in the
appointment of any such member or person acting as aforesaid, or that
they or any of them were disqualified, be as valid as if every such
person had been duly appointed and was qualified to be a Board of
Directors member.
A resolution in writing,
signed by all the Board of Directors members entitled to receive
notice of a Board of Directors meeting, shall be as valid and
effectual as if it had been passed at a Board of Directors meeting
duly convened and held, and may consist of several documents in like
form each signed by one or more Board of Directors members.
Subject to Section 283 of
the Act the Secretary shall be appointed by the Board of Directors for
such term at such remuneration and upon such conditions as the Board
of Directors may think fit; and any Secretary so appointed may be
removed by it: provided always that no Board of Directors member may
occupy the salaried position of Secretary.
The Board of Directors will
at each meeting receive and consider any recommendations made by the
Advisory Board concerning changes in policies, appointments, financial
matters, procedures or other matters relevant to the objects of the
Society. The Board of Directors will either:
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accept the recommendations
and effect the necessary changes, passing a resolution if any changes
in the memorandum of association, articles of association or
regulations are required
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refer the matter back to
the Advisory Board for more information or work upon the proposal
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reject the proposal giving
the Advisory Board reasons for this decision
The Advisory Board
Composition of the Advisory
Board
60 There shall be
an Advisory Board of consisting of the Chief Executive of the Society,
as Chair, together with not less than one or more than seven
practitioner members.
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The Advisory Board may be
paid all reasonable expenses properly incurred by them in attending
and returning from the Advisory Board meetings
Responsibilities of the
Advisory Board
The Advisory Board is
responsible for advising the Board of Directors upon any changes in
policies, appointments, financial matters, procedures or other matters
that are considered by practitioner members to be desirable or
required to further the objects of the Society.
The Advisory Board will use
an informal consultation process to receive suggestions or proposals,
in writing, from practitioner members; assess the impact of such
proposals against the Society’s existing policies, priorities and
resources and either make a recommendation to the Board of Directors
or reject the proposal giving reasons why to the originator
The Advisory Board shall
cause minutes to be made:
a) of the names of the
members present at each Advisory Board meeting; and
b) of all suggestions or
proposals received, recommendations and proceedings at all meetings of
the Advisory Board
.
Appointment of Advisory
Board Members
Members will be appointed
to the Advisory Board by the Board of Directors who will take into
account the experience and skills of any practitioner member that
wishes to serve on the Board.
Membership of the Advisory
Board may be for any mutually agreed period of time.
The Board of Directors may
from time to time by ordinary resolution increase or reduce the number
of Advisory Board members.
The Advisory Board may
remove, by majority votes any one of its members and recommend to the
Board of Directors the appointment of another person in place of the
member removed under this Article.
Proceedings of the Advisory
Board
The Advisory Board shall
meet together at least once a year. for the dispatch of business and
may adjourn, and otherwise regulate its meetings, as it thinks fit.
Questions arising at any meeting shall be decided by a majority of
votes of the members of the Advisory Board that are present. In the
case of an equality of votes the Chair shall have a second or casting
vote. An Advisory Board member may at any reasonable time, and with
four weeks notice summon an Advisory Board meeting which may be held
through telephone or e-mail conferencing as well as in person.
Subject to any provision in
the regulations enacted under these Articles, the Advisory Board of
Directors shall regulate its own proceedings and shall prescribe its
own quorum.
The Advisory Board will at
each meeting prepare written recommendations, where required for the
consideration of the Board of Directors.
The Seal
The Board of Directors
shall provide for the safe custody of the seal, which shall only be
used by the authority of the Board of Directors or of a sub-committee
authorised by the Board of Directors in that behalf and every
instrument to which the seal shall be affixed shall be signed by a
Board of Directors member and shall be countersigned by the Secretary
or by a second Board of Directors member or by some other person
appointed by the Board of Directors for the purpose.
Accounts
The accounting records
shall be kept at the registered office of the Society or, subject to
Section 227 of the Act, at such other place or places as the Board of
Directors thinks fit, and shall always be open to the inspection of
the Officers of the Society.
The Board of Directors must
comply with the requirements of the Act as to keeping financial
records, the audit of accounts and the preparation and transmission to
the Registrar of Companies of annual reports, annual returns and
annual statements of account.
The Board of Directors
shall from time to time determine whether and to what extent and at
what times and places and under what conditions or regulations the
accounts and books of the Society or any of them shall be open to the
inspection of shareholding or practitioner members not being Board of
Directors members, and no member (not being Board of Directors member)
shall have any right of inspecting any account or book or document of
the Society except as conferred by statute or authorised by the Board
of Directors or by the Society in General Meeting.
A copy of every balance
sheet (including every document required by law to be annexed thereto)
which is to be laid before the Society in General Meeting, together
with a copy of the Auditor's report, and the Board of Directors's
report, shall not less than twenty-one days before the date of the
meeting be sent to every shareholding member of, and every holder of
debentures of, the Society. Provided that this Article shall not
require a copy of those documents to be sent to any person of whose
address the Society is not aware or to more than one of the joint
holders of any debentures.
Notices
A notice may be served by
the Society to any member or other person either personally, by
e-mail, fax or by post. If any such notice or other document is served
by e-mail, fax or post it shall be sent to the last address of the
member concerned which is recorded by her/him with the Society. It
shall be deemed wherever that address may be to have been served on
the third day following that on which it was posted or transmitted
unless at the place of receipt that latter day is a Sunday or a public
holiday in which case service shall be deemed to have occurred on the
first day thereafter which is not one of such exceptional days.
Notice of every General
Meeting shall be given in any manner herein before authorised to:
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every shareholding member
except those members who (having no registered address within the
United Kingdom) have not supplied to the Society an address within the
United Kingdom for the giving of notices to them;
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every person being a legal
personal representative or a trustee in bankruptcy of a shareholding
member where the member but for her/his death or bankruptcy would be
entitled to receive notice of the meeting;
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the Auditor for the time
being of the Society ; and
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each Board of Directors
member.
No other person shall be
entitled to receive notices of General Meetings.
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Any notice or other
document, required by these Articles, the regulations enacted under
these Articles, or any regulation thereunder, to be sent to any member
may be a written or printed notice, and (save where provision to the
contrary is made) may be sent to a member either separately or with or
as part of a publication of the Society.
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In these Articles or any
regulations made hereunder the expression 'notice' includes a voting
paper of any type.
Amendment
The provision of the
Articles may, by special resolution in General Meeting, be added to,
amended or revoked. Such amendment shall require the number voting in
favour of the resolution to be not less than three quarters of the
votes of the members present who were entitled to vote and voting.
Any amendment requires a
resolution in writing duly proposed and seconded. A resolution must be
received by the Secretary not less than twenty-eight clear days before
the date proposed for the General Meeting. At least twenty-one clear
days' notice in writing of such meeting, together with a copy of the
resolution or resolutions to be proposed, shall be sent by the
Secretary to each shareholding member of the Society.
Clause 7 of the Memorandum
of the Society relating to the winding up and dissolution of the
Society shall have effect as if the provisions thereof were repeated
in these Articles.
Regulations
84. (a) The Board of
Directors may from time to time make such regulations as it may deem
necessary or convenient for the proper conduct and management of the
Society and for the purposes of prescribing classes and conditions
of membership, and in particular but without prejudice to the
generality of the foregoing, it may thereby regulate:
(i) the admission and
classification of members of the Society, and the rights and
privileges of such members, and the conditions of membership and the
terms on which members may resign or have their membership
terminated and the entrance fees, subscriptions or other fees or
payments to be made by members.
(ii) the conduct of
members of the Society in relation to one another, and to the
Society's employees.
(iii) the setting aside
of the whole or any part or parts of the Society premises at any
particular time or times for any particular purpose or purposes.
(iv) the procedure at
General Meetings and meetings of the Board of Directors and
sub-committees in so far as such procedure is not regulated by these
Articles.
(v) and, generally, all
such matters are commonly the subject matter of Society regulations.
-
the Society in General
Meeting of shareholders shall have power to alter or repeal the
regulations and to make additions to them and the Board of Directors
shall adopt such means as it deems sufficient to bring to the notice
of members of the Society all such regulations, which so long as they
shall be in force, shall be binding on all members of the Society.
Provided, nevertheless, that no regulation shall be inconsistent with,
or shall affect or repeal anything contained in, the Memorandum or
Articles of the Society.
***** End of
Document *****
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