Memorandum and Articles of Association
Memorandum of association Company No.3047323
THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE
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M E M O R A N D U M
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ARTICLES OF ASSOCIATION
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The Society of Editors
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Incorporated on 19th April 1995
CROCKERS OSWALD HICKSON
10 Gough Square
Fetter Lane
London EC4A 3EX
Tel: 071 583 5333
Fax: 071 353 0743
THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION - of - THE SOCIETY OF EDITORS
1 The name of the Company is the Society of Editors.
2 The registered office of the Company will be situated in England and Wales.
3 The Company (formerly known as the Guild of Editors, whose membership
includes members of an unincorporated organisation known as the Association
of British Editors) is established for the following objects:-
3.1.1 to defend and promote the freedom of the media and to champion the
universal right to freedom of expression.
3.1.2 To represent members' interests in all matters of editorial and professional
concern and interest.
3.1.3 To monitor legislation on matters affecting the news media either
directly or indirectly and to make appropriate representations to parliaments,
regional assemblies, the European Commission and Parliament and other organisations
and authorities at all levels of government and public life.
3.1.4 To interpret legislation and advisory notices to other organisations.
3.1.5 To provide a forum for discussion of the practical problems of editorship
and to promote the objectives of the Company.
3.1.6 To provide access to a network of professional contacts.
3.1.7 To offer advice to members on issues of practical and ethical concern
and to support other bodies in promoting standards in journalism, the independence
of the media and self-regulation.
3.1.8 To help improve the quality of journalism through the active support
of education and training.
3.1.9 To represent the UK's senior journalists internationally, assisting
editors abroad to establish independence and ethical standards. And the
Company shall have the following powers exercisable in furtherance of its
objects but not otherwise:-
3.2.1 to act as a medium for collective consultation and representation
on all matters of editorial concern and interest;
3.2.2 to monitor the legislative process on matters affecting the press
and broadcast media and make appropriate representation to Parliament and
elsewhere;
3.2.3 to interpret legislation to members;
3.2.4 to provide facilities for information and discussion on the practical
problems of editorship;
3.2.5 to advise on and help improve the education and training of journalists;
3.2.6 to advise members on professional matters;
3.2.7 to co-operate with other organisations;
3.2.8 to set an annual subscription for each class of membership which all
members of that class shall be required to pay;
3.2.9 to provide and sell information or goods directly related to the objects
of the Company;
3.2.10 to undertake any of the Company's objects and exercise any powers
of the Company either alone or jointly with any other person or body of
persons corporate or not;
3.2.11 to purchase, take on lease, or in exchange, hire or otherwise acquire
real or personal property and rights or privileges, and to construct, maintain
and alter buildings or erections;
3.2.12 to sell, let or mortgage, dispose of or turn to account all or any
of the property or assets of the Company;
3.2.13 to purchase or otherwise acquire plant and machinery including computer
hardware and software, furniture, fixtures, fittings and all other effects
of every description and to apply for registration of any patents, rights,
copyrights, licences and the like;
3.2.14 to borrow or raise money on such terms and on such security as may
be thought fit with such consents as are required by law;
3.2.15 to take and accept any gift of money, property or other assets whether
subject to any special trust or not;
3.2.16 to raise funds, whether direct financial sponsorship, legacies and
similar gifts, gifts in kind and to issue appeals, hold public meetings
and take such other steps as may be required for the purpose of procuring
contributions to the funds of the Company in the shape of donations, subscriptions
or otherwise;
3.2.17 to draw, make, accept, endorse, discount, execute and issue promissory
notes, bills, cheques and other instruments and to operate bank accounts;
3.2.18 to invest monies of the Company not immediately required for its
purposes in or upon such investments, securities or property as may be thought
fit;
3.2.19 to make any donations in cash or assets or establish or support or
aid in the establishment or support of and to lend money (with or without
security) to or for any associations or institutions;
3.2.20 to engage and pay any person or persons whether on a full or part
time basis or whether as consultant or employee to supervise, organise,
carry on the work of and advise the Company and to make any reasonable and
necessary provision for the payment of pensions and superannuation to or
on behalf of employees or former employees and their wives, husbands and
other dependants;
3.2.21 to amalgamate with any companies, institutions, societies or associations
which shall have objects altogether or mainly similar to those of the Company;
3.2.22 to pay out of funds of the Company the costs, charges and expenses
of and incidental to the formation and registration of the Company;
3.2.23 to do all such other lawful things as shall further the attainment
of the objects of the Company or any of them;
Provided that the Company shall not:
3.3.1 act as a negotiating body in terms of editors' remuneration, although
the Company may from time to time discuss and make representations upon
editors' conditions of employment;
3.3.2 engage in party political activity, whether internationally, nationally
or locally*.
4 The income of the Company, from wherever derived, shall be applied solely
in promoting the above objects and no dividend shall be made to its members
in cash or otherwise.*
5 The liability of the members is limited.
6 Every member of the Company undertakes to contribute to the assets of
the Company, in the event of the same being wound up while he is a member
or within one year after he ceases to be a member for payment of the debts
and liabilities of the Company contracted before he ceases to be a member
and of the costs, charges and expenses of winding up and for the adjustment
of the rights of the contributories amongst themselves, such amount as may
be required not exceeding, in the case of every full member, the sum of
one pound, and in the case of every other member, the sum of twenty five
pence.
7 If on a winding up of the Company there remains any surplus after the
satisfaction of all its debts and liabilities, the surplus shall not be
distributed among the members of the Company, but shall be given or transferred
to some other body (whether or not it is a member of the Company) having
objects similar to those of the Company, or to another body the objects
of which are charitable.
WE, the persons whose names and addresses are subscribed, wish to be formed
into a company in pursuance of this Memorandum of Association
DATED 6th March 1995
Articles of association
THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
NEW ARTICLES OF ASSOCIATION
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The Society of Editors
INTERPRETATION
In these articles:-
"the Act" means the Companies Act 1985 including any statutory
modification or re-enactment thereof for the time being in force;
"Articles" means these articles of association of the Company;
"broadcast media" means radio, television, cable and other transmitted
services which are broadcast on a continuous, regular or occasional basis
but not less frequently than daily and for not less than ten hours each
day of transmission (breakdowns or other unavoidable interruptions excepted);
"Board" means the board of directors of the Company;
"clear days" in relation to the period of a notice means that
period excluding the day when the notice is given or deemed to be given
and the day for which it is given or on which it is to take effect;
"Company" means Society of Editors;
"Deputy" means a deputy editor, assistant editor or section editor
of any newspaper, magazine, TV or radio station or electronic media service
who has control over a range of journalistic activity;
"Director" means a person who holds the office of director of
the Company;
"Editor" means an editor of a newspaper, magazine, TV or radio
station, or electronic media service who has control over a range of journalistic
activity;
"electronic media service" means a news related service on the
Internet or other form of electronic communication capable of disseminating
information in digital form;
"executed" includes any mode of execution;
"Executive Director" means the managing director of the Company;
"media" means broadcast media, news agencies, newspapers and news
services including Internet sites and other electronic media;
"Memorandum" means the memorandum of association of the Company;
"news agency" shall mean Reuters, the Press Association, and any
other agency providing a national or international service of general news;
"newspaper" means a morning, evening, weekly or more frequently
published newspaper published in the United Kingdom, or in the case of overseas
membership published outside the United Kingdom, whether the paper is paid
for or free, each issue of which contains substantial, genuine editorial
content covering news and features relevant to the life of the community
or communities in which it circulates.
"news service" means Independent Television News, Independent
Radio News and other news services which have their principal base and operations
in the United Kingdom and which supply news for broadcasting by broadcast
media;
"Officers" means together the following Directors: the President/Chairman,
the Vice President/Chairman, the Immediate Past President/Chairman, the
Executive Director, the Treasurer and the Chairmen of each of the Standing
Committees;
"Ordinary Directors" means those members of the Board (excluding
the Officers) who are elected as directors of the Company by the members
of the Company pursuant to Article 58;
"Registered Office" means the registered office of the Company
for the purposes of the Act;
"the seal" means the common seal of the Company
"Secretary" means the Company Secretary or any other person appointed
to perform the duties of Company Secretary, including a joint, assistant
or deputy Secretary;
"the Standing Committees" means two of the committees of the Board,
namely the Training Committee and the Parliamentary & Legal Committee;
"the United Kingdom" means Great Britain and Northern Ireland
and for the purpose of the definitions of broadcast media, news agencies
and newspapers shall be deemed to include the Channel Islands and the Isle
of Man;
2 In these Articles (unless the context requires otherwise): (a) words indicating
the singular number only are to be taken to indicate the plural also and
vice versa and words indicating one gender only are to be taken to indicate
the others; and (b) a word or expression contained in these Articles bears
the same meaning as in the Act but excluding any statutory modification
thereof not in force when these Articles become binding on the Company.
Members
3 No person shall be admitted as a member of the Company unless he is approved
by the Board. There shall be three classes of membership: Full Members,
Emeritus Members and Fellows.
4 Full Membership shall be open to any individual approved by the Board
who:
(a) is an Editor or Deputy or the head of journalism at a university or
college; or
(b) is otherwise approved by the Board for admission to Full Membership
of the Company.
5 Emeritus membership shall be open to any Full Member or former Full Member
who, on retirement from a full time editorship wishes to retain his connection
with Company. An Emeritus Member may transfer to Full Membership on application
to the Board.
6 Membership as a Fellow may be offered at the discretion of the Board to
individuals in recognition of outstanding and exceptional service to the
Company editorship, or services to the media industry over a period of not
less than 10 years.
7 Full members of the Company shall be entitled to attend conferences, events
and general meetings of the members of the Company and to receive Company
publications.
8 Applications for membership shall be submitted to the Executive Director
for consideration by the Board.
9 Any member whose circumstances of employment change shall be responsible
for reporting the facts to the Executive Director.
10 The Board shall have absolute discretion in adjudicating on applications
and on any transfer of a member’s category of membership. The Board
shall further have absolute discretion in deciding to suspend or terminate
membership.
11 A member may at any time withdraw from the Company by giving written
notice to the Company which shall take effect on receipt at the Registered
Office. Membership shall not be transferable and shall cease on death. No
subscription for any unexpired period of membership shall be refunded by
the Company on or following resignation, death or other cessation of membership.
12 The subscriptions payable each year by Full and Emeritus Members shall
be determined by the Board. Emeritus Members shall pay a lower subscription
than that paid by Full Members. Fellows shall not be required to pay a subscription
to the Company.
13 If any member fails to pay his subscription or other dues within two
months after they have fallen due, the Board may at any time thereafter
terminate or suspend his membership, as the Board shall think fit.
14 No suspended member shall be entitled to vote at or attend any meeting
of the Company or the Board or any committee or sub-committee thereof.
15 In the event of further funds being urgently required for the purposes
of the Company, the Board may at any time if they think fit make calls upon
the members of the Company, provided the amount of any such call made on
each member shall not exceed the amount of annual subscription in operation
at the time and not more than any one such call shall be made in any one
year.
16 The Board may suspend or terminate the membership of any member whom
it in its absolute discretion considers is or may be unfit or unsuitable,
either temporarily or permanently, to be a member. No subscription shall
be payable in respect of any period during which a person’s membership
has been suspended by the Board pursuant to this article, but no proportion
of any subscription which has already been paid shall be returned to that
person either in respect of any period of suspension or on termination of
membership.
Regional Branches
17 Branches of the Company to be known as Regional Branches may be established
to serve such areas of regions as the Board shall consider appropriate.
Each Regional Branch shall comply with the objectives of the Company as
set out in the Memorandum of the Company and shall operate in furtherance
of those objectives. Members of a Regional Branch must be members of the
Company.
General Meetings
18 All general meetings other than annual general meetings shall be called
extraordinary general meetings. The Board may call general meetings. The
Board shall convene an extraordinary general meeting on the requisition
of members in accordance with the Act.
19 General meetings of the Company (whether annual or extraordinary) shall
be called in accordance with the requirements of the Act.
20 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.
21 No business shall be transacted at any meeting unless a quorum is present.
Five persons entitled to vote upon the business to be transacted, each being
a member or a proxy for a member, shall be a quorum.
22 If such a quorum is not present within half an hour from the time appointed
for the meeting, or if during a meeting such a quorum ceases to be present,
the meeting shall stand adjourned to the same day in the next week at the
same time and place or to such other time and place as the Board may determine.
23 The President/Chairman or in his absence the Vice-President/Chairman,
and in the absence of both the President/Chairman and the Vice-President/Chairman,
some other Director nominated by the Board shall preside as chairman of
the meeting. If neither the President/Chairman nor the Vice-President/Chairman
nor such other Director (if any) be present within fifteen minutes after
the time appointed for holding the meeting and willing to act, the Directors
present shall elect one of their number to be chairman. If there is only
one Director present and willing to act, he shall be chairman.
24 If no Director is willing to act as chairman, or if no Director is present
within fifteen minutes after the time appointed for holding the meeting,
the members present and entitled to vote shall choose one of their number
to be chairman.
25 The President/Chairman or other chairman of the meeting may, with the
consent of a meeting at which a quorum is present (and shall if so directed
by the meeting), adjourn the meeting from time to time and from place to
place, but no business shall be transacted at an adjourned meeting other
than business which might properly have been transacted at the meeting had
the adjournment not taken place.
26 When a meeting is adjourned for fourteen days or more, at least seven
clear days’ notice shall be given specifying the time and place of
the adjourned meeting and the general nature of the business to be transacted.
Otherwise it shall not be necessary to give any such notice.
27 A resolution put to the vote of a meeting shall be decided on a show
of hands unless before, or on the declaration of the result of, the show
of hands a poll is duly demanded. Subject to the provisions of the Act,
a poll may be demanded:-
(a) by the President/Chairman or other chairman of the meeting; or
(b) by at least three members having the right to vote at the meeting; or
(c) by a member or members representing not less than one-tenth of the total
voting rights of all the members having the right to vote at the meeting
and a demand by a person as proxy for a member shall be the same as a demand
by the member.
28 Unless a poll is duly demanded a declaration by the President/Chairman
or other chairman of the meeting that a resolution has been 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.
29 The demand for a poll may, before the poll is taken, be withdrawn but
only with the consent of the President/Chairman or other chairman of the
meeting and a demand so withdrawn shall not be taken to have invalidated
the result of a show of hands declared before the demand was made.
30 A poll shall be taken as the President/Chairman or other chairman of
the meeting directs and he may appoint scrutineers (who need not be members)
and fix a time and place for declaring the result of the poll. The result
of the poll shall be deemed to be the resolution of the meeting at which
the poll was demanded.
31 In the case of an equality of votes, whether on a show of hands or on
a poll, the President/Chairman or other chairman of the meeting shall be
entitled to a casting vote in addition to any other vote he may have.
32 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 President/Chairman
or other chairman of the meeting 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 the 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.
33 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.
34 A resolution in writing signed by, or by the attorney for, each member
who would have been entitled to vote upon it if it had been proposed at
a general meeting at which he was present shall be as valid and effective
as if the same had been passed at a general meeting duly convened and held.
Any such resolution may consist of several documents in the like form each
signed by, or by the attorney for, one or more members.
Votes of Members
35 On a show of hands every Full Member present in person shall have one
vote. On a poll every Full Member present in person or by proxy shall have
one vote. No other member of the Company shall be entitled to vote at general
meetings of the Company.
36 A member in respect of whom a court order has been made by reason of
his mental disorder or incapacity may not vote at any general meeting of
the Company.
37 No objection shall be raised to the qualification of any voter except
at the meeting or adjourned meeting at which the vote objected to is tendered,
and every vote not disallowed at the meeting shall be valid. Any objection
made in due time shall be referred to the President/Chairman or other chairman
of the meeting whose decision shall be final and conclusive.
38 An instrument appointing a proxy shall be in writing and shall be executed
by or on behalf of the appointor.
39 Only a Full Member may be appointed as a proxy.
40 A member other than the chairman of the meeting may not act as proxy
for more than two members, and if a member other than the chairman of the
meeting shall be appointed as proxy for more than two members, only the
two most senior of those members (seniority being on the basis of the order
of their membership numbers) shall be treated as having appointed that member
and the other or others of them shall be deemed to have appointed the chairman
of the meeting as his or their proxy.
41 An instrument appointing a proxy shall be in the following form (or in
any other form which the Board may approve):-
"To: [Name of the Company]
I, [Name of Member] of [Address], being a member of the above-named company,
hereby appoint [Name of Proxy] of [Address] as my proxy to vote in my name
and on my behalf at the annual/extraordinary general meeting of the Company
to be held on [date of meeting] and at any adjournment thereof.
Signed on ."
42 The instrument appointing a proxy and any authority under which it is
executed or a copy of such authority certified in some way approved by the
Board must be deposited at the Registered Office or at such other place
within the United Kingdom as is specified in the notice convening the meeting
or in any instrument of proxy sent out by the Company in relation to the
meeting not less than 48 hours before the time for holding the meeting or
adjourned meeting at which the person named in the instrument proposes to
vote. An instrument of proxy which is not deposited or delivered in a manner
so permitted shall be invalid.
43 A vote given or poll demanded by a proxy shall be valid notwithstanding
the previous determination of the authority of the person voting or demanding
a poll unless notice of the determination was received by the Company at
the Registered Office or at such other place at which the instrument of
proxy was duly deposited before the commencement of the meeting or adjourned
meeting at which the vote is given or the poll demanded or (in the case
of a poll taken otherwise than on the same day as the meeting or adjourned
meeting) the time appointed for taking the poll.
Directors
44 The Board shall comprise:
(a) the President/Chairman
(b) the Vice President/Chairman
(c) the Immediate Past President/Chairman
(d) the Executive Director
(e) the Treasurer
(f) the Chairman of the Parliamentary & Legal Committee
(g) the Chairman of the Training Committee,
(h) up to 7 Ordinary Directors
and such if any persons who may be appointed as directors by the Board from
time to time pursuant to Article 71 below.
45 A person may hold more than one position on the Board simultaneously
and the Board may act notwithstanding any vacancy in any position.
Powers of the Board
46 Subject to the provisions of the Act, the Memorandum and these Articles
and to any directions given by special resolution, the business of the Company
shall be managed by the Board who may exercise all the powers of the Company.
47 The Board may delegate any of their powers to any committee consisting
of one or more Directors [and, if thought desirable, one or more members
of the Company]. Any such delegation may be made subject to any conditions
the Board may impose, and either collaterally with or to the exclusion of
their own powers and may be revoked or altered.
48 Subject to any such conditions, the proceedings of a committee with two
or more members shall be governed by these Articles regulating the proceedings
of the Board so far as they are capable of applying.
Appointment of The Directors
49 The Vice-President/Chairman shall be appointed by a ballot conducted
at the annual general meeting each year and shall hold office until the
next following annual general meeting at which he shall automatically retire,
subject to the next article. The ballot to appoint a Vice-President/Chairman
shall be conducted in accordance with the provisions set out below.
50 Any 3 members of the Board may nominate a candidate to stand for election
as Vice-President/Chairman. Such a nomination must be signed by the nominators
and the nominee and must be lodged at the Registered Office at least 6 weeks
before the annual general meeting.
51 In the absence of a rival nomination, a Vice-President/Chairman who is
automatically retiring as Vice-President/Chairman pursuant to the preceding
Article, shall automatically be elected as the President/Chairman (provided
he is willing so to act) with effect from the date of the annual general
meeting at which he ceases to be Vice-President/Chairman.
52 In the event that a retiring Vice-President/Chairman is unwilling to
act as President/Chairman or in the event that a rival nomination is made
a ballot shall be conducted for the appointment of the President/Chairman
in accordance with the provisions set out below.
53 Any 5 members of the Board or any 20 Full Members may nominate a candidate
to stand for election as President/Chairman. Such a nomination must be signed
by the nominators and the nominee and must be lodged at the Registered Office
at least 6 weeks before the annual general meeting. A Vice-President/Chairman
against whom a rival nomination has been made does not require a nomination.
54 The President/Chairman shall automatically retire as President/Chairman
at the next annual general meeting following the meeting at which he became
President/Chairman but shall thereafter remain a member of the Board and
hold office as Immediate Past President/Chairman (provided he is willing
so to act) until the next following annual general meeting, at which he
shall automatically retire as a Director.
55 The Officers (other than the Vice-President/Chairman, the President/Chairman,
the Immediate Past President/Chairman and the Chairmen of the Standing Committees)
shall be appointed by the Board and shall hold office for a period of 3
years or for such other term as may be determined by the Board, at the end
of which they shall automatically retire as directors of the Company.
56 Each of the Officers (other than the Immediate Past President/Chairman)
must be a Full Member of the Company.
57 The Board may include up to 7 Ordinary Directors. Only Full Members of
the Company are eligible for appointment as Ordinary Directors.
58 The Ordinary Directors and Chairmen of the Standing Committees shall
be appointed by the Members at the Annual General Meeting. Once appointed
an Ordinary Director and Chairman of a Standing Committee shall hold office
until the third annual general meeting following the annual general meeting
at which he was appointed. He will automatically retire at the conclusion
of the third annual general meeting but will be eligible to stand for re-election
at that meeting for a second term of office. No person may serve more than
two consecutive terms of office as an Ordinary Director or as a Chairman
of a Standing Committee.
59 Any of the Officers may nominate any Full Member to stand for election
as an Ordinary Director.
60 Any 3 Full Members may nominate a Full Member to stand for election as
an Ordinary Director. Any 3 Board members may nominate a Full Member to
stand for election as a Chairman of a Standing Committee. Such a nomination
must be signed by the nominators and the nominee and must be lodged at the
Registered Office at least 6 weeks before the annual general meeting at
which it is intended that he be elected.
61 Not less than 21 clear days before each Annual General Meeting the Board
shall send a ballot paper to each Full Member listing:
(a) the persons standing for election or re-election as Ordinary Directors;
the persons standing for election to the office of Vice President/Chairman;
the persons standing for election as Chairmen of the Standing Committees;
(b) if applicable, the persons standing for election to the office of President/Chairman;
62 The form of the ballot paper shall be as determined by the directors
from time to time subject to the provisions of these Articles.
63 In the case of the candidates for appointment as Ordinary Directors,
unless there are 7 or fewer of them (in which event all shall be deemed
to be appointed), the ballot form shall invite each Full member to vote
for his 7 preferred candidates in order of preference 1-7 (i.e. placing
a 1 against their first choice, a 2 against their second choice and so on).
A first choice preference shall give a candidate 7 points, a second choice
6 points, a third choice 5 points, a fourth choice 4 points, a fifth choice
3 points, a sixth choice 2 points and a seventh choice 1 point.
64 In the case of the candidates for appointment as Vice-President/Chairman
and as Chairmen of the Standing Committees, unless there is only one candidate
for the one of the posts (in which event he shall be deemed to be appointed),
the ballot form shall allow each voter to nominate his 2 preferred candidates
for each post in order of preference, first and second. A first choice preference
shall give a candidate 2 points and a second choice 1 point.
65 In the case of the candidates for appointment as President/Chairman (if
any), unless there is only one candidate (in which event he shall be deemed
to be appointed), the ballot form shall allow each voter to nominate his
2 preferred candidates in order of preference, first and second. A first
choice preference shall give a candidate 2 points and a second choice 1
point.
66 Ballot papers must be returned either by posting or transmitting by electronic
means (as specified by the Board from time to time) to the address shown
on the ballot paper so as to arrive at least 5 clear days before the Annual
General Meeting PROVIDED THAT the Chairman of the meeting or the President/
Chairman shall have a discretion to allow ballot papers submitted otherwise
than in accordance with the foregoing provision to be taken into account.
The Board shall report the result of the ballot to the AGM and the result
shall be deemed to be a resolution of the members.
67 If any ballot paper appears to have been incorrectly or ambiguously completed
the Chairman of the meeting or the President/ Chairman shall have a complete
discretion to determine whether the ballot paper should be disregarded in
whole or in part.
68 The candidates who shall be appointed Ordinary Directors shall be those
six Ordinary Candidates who gained the 6 highest number of points. The candidates
who shall be appointed Vice President/Chairman, President/Chairman (if applicable)
and Chairmen of the Standing Committees shall be the candidates who respectively
gained the highest number of points for those four positions.
69 In the event of an equality of votes on any ballot, the Chairman of the
General Meeting shall have a casting vote.
70 Subject as aforesaid, a Director who retires at an annual general meeting
may, if willing to act, be reappointed. If he is not reappointed, he shall
retain office until the end of the meeting.
71 The Board may at any time appoint a person who is willing to act to be
a Director, either to fill a vacancy or as an additional Director. A Director
so appointed shall hold office only until the next following annual general
meeting. At that meeting he may stand for election to the Board in accordance
with any of the provisions set out above. If not reappointed at such annual
general meeting, he shall vacate office at the conclusion of the meeting.
Disqualification and Removal of Directors
72 The office of a Director shall be vacated if:-
(a) he ceases to be a Director by virtue of any provision of the Act or
he becomes prohibited by law from being a director of a company; or
(b) he becomes bankrupt or makes any arrangement or composition with his
creditors generally; or
(c) he is, or may be, suffering from mental disorder and either: (i) he
is admitted to hospital in pursuance of an application for admission for
treatment under the Mental Health Act 1983 or, in Scotland, an application
for admission under the Mental Health (Scotland) Act 1960; or (ii) an order
is made by a court having jurisdiction (whether in the United Kingdom or
elsewhere) in matters concerning mental disorder for his detention or for
the appointment of a receiver, curator bonis or other person to exercise
powers with respect to his property or affairs; or
(d) he resigns his office by notice to the Company; or
(e) (unless he is Immediate Past President/Chairman) he ceases to be a Full
Member of the Company; or
(f) he shall for more than six consecutive months have been absent without
permission of the Board from meetings of the Board held during that period
and the Board resolves that his office be vacated.
73 Any Officer may be removed at any time by a written resolution signed
by not less than two thirds of the members of the Board for the time being
(fractional numbers being rounded up to the nearest whole number for these
purposes).
Directors’ Expenses and Salaries
74 Directors may be paid all travelling, hotel, and other expenses properly
incurred by them in connection with their attendance at meetings of the
Board or committees of the Board or otherwise in connection with the discharge
of their duties.
75 With the approval of the Board any director may be paid a salary or fee
by the Company.
Directors’ Interests
76 Subject to the provisions of the Act, and provided that he has disclosed
to the Board the nature and extent of any material interests of his, a Director
notwithstanding his office:-
(a) may be a party to, or otherwise interested in, any transaction or arrangement
with the Company or in which the Company is otherwise interested;
(b) may be a director or other officer of, or employed by, or a party to
any transaction or arrangement with, or otherwise interested in, any body
corporate promoted by the Company or in which the Company is otherwise interested;
and
(c) shall not, by reason of his office, be accountable to the Company for
any benefit which he derives for any such transaction or arrangement or
from any interest in any such body corporate and no such transaction or
arrangement shall be liable to be avoided on the ground of any such interest
or benefit.
Proceedings of the Board
77 Subject to the provisions of the Articles, the Board may regulate its
proceedings as it thinks fit. A Director may, and the Secretary at the request
of a Director shall, call a meeting of the Board. It shall not be necessary
to give notice of a meeting to a Director who is absent from the United
Kingdom. Questions arising at a meeting shall be decided by a majority of
votes. In the case of an equality of votes, the President/Chairman or other
chairman of the meeting shall have a second or casting vote.
78 The quorum for the transaction of the business of the Board may be fixed
by the Board and unless so fixed at any other number shall be five, one
of whom shall be the President/Chairman or Vice-President/Chairman.
79 The continuing Directors or a sole continuing Director may act notwithstanding
any vacancies in their number, but, if the number of Directors is less than
the number fixed as the quorum, the continuing Directors or Director may
act only for the purpose of filling vacancies or of calling a general meeting.
80 The President/Chairman shall act as chairman of the Board and unless
he is unwilling to do so, the President/Chairman shall preside at every
meeting of the Board at which he is present. If there is no President/Chairman,
or if the President/Chairman is unwilling to preside or is not present within
five minutes after the time appointed for the meeting, the Vice-President/Chairman
shall preside, and if there is no Vice-President/Chairman or if the Vice-President/Chairman
is unwilling to preside or is not present the Directors present may appoint
one of their number to be chairman of the meeting.
81 All acts done by a meeting of the Board, or of a committee of the Board,
or by a person acting as a Director shall, notwithstanding that it be afterwards
discovered that there was a defect in the appointment of any Director or
that any of them were disqualified from holding office, or had vacated office,
or were not entitled to vote, be as valid as if every such person had been
duly appointed and was qualified and had continued to be a Director and
had been entitled to vote.
82 A resolution in writing signed by all the Directors entitled to receive
notice of a meeting of the Board or of a committee of the Board shall be
as valid and effectual as if it had been passed at a meeting of the Board
or (as the case may be) a committee of the Board duly convened and held
and may consist of several documents in the like form each signed by one
or more Directors.
83 Save as otherwise provided by these Articles, a Director shall not vote
at a meeting of the Board or of a committee of the Board on any resolution
concerning a matter in which he has, directly or indirectly, an interest
or duty which is material and which conflicts or may conflict with the interests
of the Company.
84 A Director shall not be counted in the quorum present at a meeting in
relation to a resolution on which he is not entitled to vote.
85 If a question arises at a meeting of the Board or of a committee of the
Board as to the right of a Director to vote, the question may, before the
conclusion of the meeting, be referred to the President/Chairman or other
chairman of the meeting and his ruling in relation to any Director other
than himself shall be final and conclusive.
86 Any Director may participate in a meeting of the Board by means of conference
telephone or similar communications equipment whereby all persons participating
in the meeting can hear each other and participation in a meeting in this
manner shall be deemed to constitute presence in person at such meeting.
The Seal
87 The seal shall only be used by the authority of the Board or of a committee
of the Board authorised by the Board. The Board may determine who shall
sign any instrument to which the seal is affixed and unless otherwise so
determined it shall be signed by a Director and by the Secretary or by a
second Director.
Notices
88 Any notice to be given to or by any person pursuant to these Articles
shall be in writing except that a notice calling a meeting of the Board
need not be in writing.
89 The Company may give any notice to a member either personally or by sending
it by post in a prepaid envelope addressed to the member at his registered
address or by leaving it at that address or by electronic means (as specified
by the board from time to time). A member whose registered address is not
within the United Kingdom and who gives to the Company an address within
the United Kingdom at which notices may be given to him shall be entitled
to have notices given to him at that address, but otherwise no such member
shall be entitled to receive any notice from the Company. A member may give
any notice to the Company by sending it by post in a prepaid envelope addressed
to the Company at the Registered Office or such other place as the Board
may agree or by leaving it at the Registered Office or such other place.
90 A member present, either in person or by proxy, at any meeting of the
Company shall be deemed to have received notice of the meeting and, where
requisite, of the purposes for which it was called.
91 Proof that an envelope containing a notice given by the Company was properly
addressed, prepaid and posted shall be conclusive evidence that the notice
was given. A notice given by the Company shall be deemed to be given at
the expiration of 48 hours after the envelope containing it was posted.
Indemnity
92 Subject to the provisions of the Act but without prejudice to any indemnity
to which he may otherwise be entitled, every director, agent, auditor, Secretary
and other officer of the Company shall be entitled to be indemnified out
of the assets of the Company against all losses and liabilities incurred
by him in defending any proceedings, whether civil or criminal, in which
judgment is given in his favour or in which he is acquitted or in connection
with any application in which relief is granted to him by the court, and
no person as aforesaid shall be liable for any loss or damage which may
be suffered or incurred by the Company as a result of any act or omission
on his part in the execution of the duties of his office or in relation
thereto.