SYNOPSIS OF ARTICLES OF ASSOCIATION
OBJECT : The Company is established to alleviate poverty. These activities will include but are not limited to establishing programmes and projects in Africa, Asia, South America and other parts of the developing world. (3)
Powers of the Company in furtherance of this object are detailed in clause 4.1 to 4.17
The income of the Company must be applied to its charitable objects, and no payments will be made to Members as a dividend or bonus. (5)
BUT the Company may pay for services provided by members or directors (5.1 to 5.5)
The liability of members is limited to £1 in the case of the Company being wound up (6 and 7)
If the company is wound up any assets remaining must be applied to similar charitable objects (8)
True accounts shall be kept (9)
Individuals are admitted to be members if they are approved by a majority of the Directors. The Directors have full discretion as to who they admit. (10 to 11) There are clear circumstances in which a member will cease to be a member (12)
The Directors may invite a person or persons to be a patron, with the consent of the members. The patron is not a member, and does not have the powers of a director. He/she can live in the UK or outside. (14 to 15)
Directors may call Annual General Meetings and Extraordinary General Meetings ( 16,17 )
AGM or an EGM to pass a special resolution or appoint a Director need 21 days notice. All other EGMs need 14 days notice. Members may agree to call a meeting with less notice ( conditions apply 18.1, 18.2)
Meeting notice says where and when meeting will be, and general nature of business. Notice given to directors and all members. If a member does not receive the notice, proceedings are not invalidated. All notices shall give information about appointing proxies, as defined in Section 372 (3) of Companies Act 2006. ( 19-22 )
Quorum for AGM and EGM is 50% of those entitled to vote (23). If no quorum meeting deferred to next week. If still no quorum then the number of members present shall be a quorum (24).
Great detail about who can chair meeting (25-26), adjourning meetings (28) and how decisions shall be made (29-36). Each member has one vote (37), a member with a court order concerning mental disorder may have a person authorised to do so vote on their behalf by proxy (38), proxy voting is allowed (40-45).
There will be not less than three and not more than seven directors (unless a resolution has been passed to the contrary). A director must be a member before he is appointed (46-47).
A director may appoint an Alternate Director to act on their behalf, if necessary. Details of procedures 48-52.
The business of the Company shall be managed by the Directors who may exercise all the powers of the Company (53,54). The Directors may delegate any of their powers to a committee consisting of one or more Directors (55).
At every AGM one third of the Directors shall retire. If not three of them or a multiple of three the number nearest one third shall retire. They shall be those who have been in office longest since last appointment. When more than one third were appointed at the same time they shall draw lots. A retiring Director may be reappointed at that AGM if willing to continue. (56-58). More details about appointment of Directors 59-63.
A Director will cease their appointment if disqualified from being a Director by law, if they become bankrupt, they cease to be a Member, or suffer from a serious mental disorder, also if convicted of an offence that is likely to bring the Company into disrepute, or if absent for two consecutive meetings without permission from the other Directors and the remaining Directors then resolve that he/she should vacate office. (64-65).
Directors may be paid reasonable expenses incurred carrying out work for the Company at the discretion of the Board. (66)
Clauses defining conflict of interest for Directors 68-69.
The quorum for a meeting of Directors shall be three, unless the Directors have set it at a different number. (71)
Great detail about proceedings of directors (70-77)
- what can be done if no quorum,
- appointing a Chairman ,
- proceedings are still valid even if later it is discovered that a Director was not properly appointed,
- a resolution signed by all the Directors is as valid as a decision made at a meeting,
- a Director who has declared an interest may vote on all resolutions except on any matter concerning his personal remuneration or a benefit to him,
- questions about the right of a Director to vote shall be resolved by the decision of the Chairman which is final
The Secretary shall be appointed by the Directors. They decide remuneration and conditions. (78)
Minutes to be kept of all appointments made, of all proceedings, and names of those present (79)
Notices to members can be sent by letter or by electronic means. They can be delivered personally or to the address (postal or email) given by the member. If a letter is sent to proper address and paid for it shall be deemed to have been delivered after 48 hours. Similarly an email. (80-83)
All Directors and servants of Company are indemnified out of the assets of the Company for any loss or liability incurred in carrying out duties. (85)