Articles of Association of
Upton and North Elmsall Community Forum
ARRANGEMENT OF ARTICLES
The Companies Act 2006
MEANING OF WORDS & EXPRESSIONS
Words and expressions used in these articles shall have the meanings given to them in Part 7.
The Company is established to promote the welfare of the community in the Parish of Upton & North Elmsall and its environs, and to provide facilities and services which maintain and enhance the quality of life for residents.
The Company has the power to do anything which is incidental or conducive to the furtherance of its objects, including—
i. To seek and apply for funds, and to receive donations, endowments, sponsorship fees, subscriptions and legacies from persons desiring to promote the Company's objects or any of them, and to hold funds in trust for same;
ii. To borrow or raise or secure the payment of any money for the purposes of or in connection with the Company's objects and to mortgage or charge any part of the Company’s property as security for borrowed money.
(a) The income and property of the Company shall be applied solely towards the promotion of its objects set out in these articles of association, and no portion shall be transferred directly or indirectly by way of dividend, bonus, or otherwise by way of profit to the members of the Company, provided that nothing shall prevent any payment in good faith by the Company—
i. as repayment of reasonable out-of-pocket expenses incurred by any Director whilst acting on behalf of the Company;
ii. of interest on money lent by any Director of the Company at a rate per annum not exceeding 2 per cent above the base lending rate of the Company’s bankers for the time being;
iii. of reasonable and proper rent for premises demised or let by any Director of the
Company; iv.of reasonable and proper remuneration to any Director of the Company for services actually rendered to the Company, on a contract of employment or otherwise, or to any organisation with which a Director may be associated for services rendered to the Company.
(b) If the Company is dissolved, any assets remaining after the satisfaction of its debts and liabilities shall not be distributed amongst the members but must be applied in one or both of the following ways, as may be decided by the members at or before the time of dissolution—
i. by transfer to one or more not-profit-distributing institutions with objects similar to or compatible with those of the Company; ii.as a donation for charitable purposes.
(a) The liability of the members is limited.
(b) Every member guarantees, if the Company is dissolved while he or she is a member or within one year afterwards, to pay up to one pound sterling (£1) towards the costs of dissolution and the liabilities incurred by the Company while the guarantor was a member.
Everyone appointed as a Director of the Company shall be admitted as a member; and only persons appointed as Directors shall be voting members of the Company.
(a) A member shall cease to be a member immediately that she or he ceases to be a Director of the Company for any reason.
(b) The rights and privileges of a member cannot be transferred to anyone else.
7. Appointment of Directors
The Directors may appoint new Directors whenever they think fit.
Under no circumstances shall any of the following serve as Directors—
(a) a person aged under 16 years;
(b) a person who is an undischarged bankrupt, or has made any arrangement with his or her creditors generally, or is otherwise disqualified by law from serving as a company director.
The office of a Director shall be immediately vacated if he or she—
(a) resigns in writing to the Company; or
(b) is removed by majority vote of the Directors for conduct prejudicial to the Company; or
(c) becomes bankrupt or makes any arrangement with his or her creditors generally; or (d)is otherwise disqualified by law from serving as a director of a company.
Subject to the articles, the Directors are responsible for the management of the Company’s business, for which purpose they may exercise all the powers of the Company.
(a) Subject to the articles, the Directors may delegate any of their functions to any person they think fit.
(b) Any delegation under paragraph (a) may authorise further delegation of the Directors’ functions by any person to whom they are delegated.
(a) Two or more Directors are a “committee” if the Directors have—
i.delegated any of the Directors’ functions to them; and ii.indicated that they should act together in relation to that function.
(b) The provisions of the Articles about how the Directors take decisions shall apply, as far as possible, to the taking of decisions by committees.
The general rule about decision-making by Directors is that any decision of the Directors must be either (a) a majority decision taken at a meeting or (b) a unanimous decision taken in accordance with article 14.
A decision of the Directors may be taken without a meeting or discussion if all the Directors indicate to each other, by any means, that they share a common view on a matter.
(a) A meeting of the Directors shall be summoned at the request of a Director by giving reasonable notice of the meeting to the Directors.
(b) Notice of any Directors’ meeting must indicate—
i. its proposed date and time; ii. where it is to take place; and
iii.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.
(c) Notice of a Directors’ meeting must be given to each Director, but need not be in writing.
(a) Subject to the articles, Directors participate in a Directors’ meeting, or part of a
Directors’ meeting, when—
i. the meeting has been called and takes place in accordance with the articles, and
ii. they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
(b) In determining whether Directors are participating in a Directors’ meeting, it is irrelevant where any Director is or how they communicate with each other.
(c) 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.
(a) At a Directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
(b) Unless and until otherwise decided by the Directors, the quorum for Directors’ meetings shall be two Directors.
At every meeting of the Directors the Chair shall preside. If he or she is not present ten minutes after the time appointed for the start of the meeting, or if there is no Chair, or if he or she is unwilling to act, then the Directors present shall choose one of their number to chair that meeting, whose function shall be to conduct the business of the meeting in an orderly manner.
All questions shall be decided by a majority of votes of the Directors participating in the meeting. In the case of an equality of votes the Chair of the meeting shall not have a second or casting vote and the resolution shall be lost.
(a) Directors must avoid situations in which they have, or could have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company. This applies in particular to the exploitation of any property, information or opportunity (and it is immaterial whether the Company could take advantage of the property, information or opportunity).
(b) Where a Director of a Company is in any way, directly or indirectly, interested in a transaction or arrangement that has been entered into by the Company, he must declare the nature and extent of the interest to the other Directors in writing or at a Directors’ meeting.
Subject to the articles, the Directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to Directors.
The Directors shall appoint from among themselves a Chair, Vice-Chair and Treasurer. A person appointed to any office shall cease to hold that office if he or she ceases to be a Director, or if he or she resigns from that office by written notice.
(a) Any decision that may be made at a General Meeting of the Company may be made by written resolution, other than a decision to remove a Director or auditor before the expiry of their term of office.
(b) A proposed written resolution shall be circulated to members and to the auditors in the same manner as notices for General Meetings. Members signify their approval of the resolution if they wish to vote for it, and need take no action if they wish to vote against.
(c) The majorities required to pass a written resolution are as follow—
i. for an ordinary resolution, approval is required from a simple majority of the members eligible to vote;
ii. for a special resolution, approval is required from not less than 75% of the members eligible to vote.
(d) The document indicating a member’s approval of a written resolution may be sent to the Company as hard copy or in electronic form. A member’s agreement to a written resolution, once signified, may not be revoked.
(e) A written resolution lapses if the necessary number of approvals has not been received 28 days after the first day on which copies of the resolution were circulated to members.
(f) A written resolution is passed as soon as the required majority of eligible members have signified their agreement to it.
(a) The Directors may whenever they think fit convene a General Meeting.
(b) General Meetings must be held in accordance with the provisions regarding such meetings in the Act.
(c) No business shall be transacted at a General Meeting unless a quorum is present.
Unless otherwise decided by the Company, two members shall be a quorum.
(a) The Directors must keep minutes of all—
i.appointments of officers made by the Directors; ii.proceedings at meetings of the Company; iii.written resolutions passed by the Company; iv.meetings of the Directors and committees of Directors including:
• the names of the Directors present at the meeting;
• the decisions made at the meetings; and
• where appropriate, the reasons for the decisions.
(b) Minutes of meetings shall be kept for a minimum of 10 years.
(a) The Directors shall comply with the requirements of the Act and any other applicable law as to keeping financial records and the preparation and transmission to the Registrar of Companies of annual reports and accounts.
(b) The Company must send a copy of its annual accounts and reports for each financial year to—
i. every member of the Company,
ii. every holder of the Company’s debentures, and iii.every person who is entitled to receive notice of General Meetings.
(c) Copies need not be sent to a person for whom the Company does not have a current address, nor to anyone who is not entitled to receive notices of General Meetings of the Company.
(d) Copies of the Company’s annual accounts and reports must be sent out on or before the date on which the Company delivers its accounts and reports to the Registrar of Companies.
(a) In accordance with the law for the time being in force the Company may choose to take advantage of the small company audit exemptions if it is eligible to do so.
(b) The Company’s income and expenditure account and balance sheet shall be subject to professional audit if—
i.the Company’s income exceeds the statutory threshold, or ii.an audit is demanded by 10% of the membership.
(a) The Company shall conduct an annual social audit in addition to any financial audit that may be undertaken. A social audit shall seek to measure the social benefits and costs of the Company’s activities, its effect on beneficiaries and the wider community, and other factors, such as environmental impact, as may be agreed by the Directors.
(b) A social audit may be commissioned from an external reporter or it may be conducted by the Company itself.
(c) The results of any social audit shall be circulated to all Directors and may be made available to others at the discretion of the Directors.
The Company may indemnify any Director, auditor, or other officer of the Company against any liability incurred by him or her in that capacity to the extent permitted by sections 232 to 234 of the Act.
(a)The Directors may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any relevant Director in respect of any relevant loss. (b)In this article—
i. a “relevant Director” means any Director or former Director of the Company or an associated company,
ii. a “relevant loss” means any loss or liability which has been or may be incurred by a relevant Director in connection with that Director’s duties or powers in relation to the Company, any associated company or any pension fund or employees’ share scheme of the Company or associated company, and
iii. companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.
In the articles, unless the context requires otherwise—
“articles” means the Company’s articles of association;
“the Act” means the Companies Act 2006;
“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 in section 1168 of the Act;
“member” has the meaning given in section 112 of the Act;
“ordinary resolution” has the meaning given in section 282 of the Act;
“special resolution” has the meaning given in section 283 of the Act;
“subsidiary” has the meaning given in section 1159 of the Act; and
“writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.
Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Act as in force on the date when these articles become binding on the Company.