MEMORANDUM AND ARTICLES OF ASSOCIATION
The Companies Act 1985
MEMORANDUM OF ASSOCIATION
INDEPENDENT PUBLISHERS GUILD
A Company Limited by Guarantee and not having a Share Capital
1. The name of the Company (hereinafter called “the Guild”) is “Independent Publishers Guild”.
2. The registered office of the Guild will be situate in England and Wales.
3. The objects for which the Guild is established are:
To provide a forum for the exchange of ideas and information and to promote education and training in skills and knowledge relevant to publishing and generally to promote the interests of its members in a lawful manner, and related matters.
And the Guild shall have the following powers exercisable in furtherance of its said objects but not otherwise, namely:
(a) To purchase, take on lease or in exchange, or hire or otherwise acquire real or personal property of any description and rights or privileges and to construct, maintain and alter buildings or erections.
(b) To sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Guild.
(c) To undertake and execute any charitable trusts which may lawfully be undertaken by the Guild.
(d) To borrow or raise money on such terms and on such security or sponsorship as may be thought fit.
(e) To invest the moneys of the Guild not immediately required for its purposes in or upon such investments securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided.
(f) To establish and support or aid in the establishment and support of any charitable associations or institutions and to subscribe or guarantee money for charitable purposes.
(g) To purchase or otherwise acquire plant and machinery including computer hardware, software, furniture, fixtures and fittings and all other effects of every description and to apply for registration of any patents, rights, copyrights, licences and the like.
(h) To take and accept any gift of money, property or other assets whether subject to any special trust or not.
(i) To draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments and to operate bank accounts.
(j) 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 charitable associations or institutions.
(k) To engage and pay any person or persons whether on a full-time or part-time basis or whether as consultant or employee to supervise, organise, carry on the work of and advise the Guild and, subject to the provisions of clause 4 hereof, 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.
(l) To amalgamate with any companies, institutions, societies or associations.
(m) To pay out of funds of the Guild the costs, charges and expenses of and incidental to the formation of the Guild.
(n) To do all such other lawful things as are incidental to the attainment or furtherance of the said objects or any of them.
4. The income and property of the Guild shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to members of the Guild or to members of its Board.
Provided that nothing herein shall prevent any payment in good faith by the Guild:
(a) of reasonable and proper remuneration to any member officer or servant of the Guild (including members of its Board) for any services rendered to the Guild;
(b) of interest on money lent by any member of the Guild or a Board member at a rate not exceeding two percentage points less than the base lending rate for the time being of the Guild’s bankers;
(c) of reasonable and proper rent for premises demised or let by any member of the Guild or of its Board;
(d) to any member of its Board of out-of-pocket expenses.
5. The liability of the members is limited.
6. Every member of the Guild undertakes to contribute to the assets of the Guild, 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 Guild 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 among themselves, such amount as may be required not exceeding the amount of the annual subscription applying at that time or £1, whichever is the greater.
7. If upon the winding up or dissolution of the Guild there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Guild, but shall be given or transferred to some other body or bodies having objects similar to the objects of the Guild, and which shall prohibit the distribution of its or their income and property among its or their member to an extent at least as great as is imposed on the Guild under or by virtue of clause 4 hereof, such body or bodies to be determined by the members of the Guild at or before the time of dissolution, and if so far as effect cannot be given to such provision, then to some other body the objects of which are the promotion of charity.
THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
INDEPENDENT PUBLISHERS GUILD
Amended by special resolution passed 15 May 2014
1. In these Articles the following words and expressions shall have the following meanings respectively if not inconsistent with the subject or context:
“the Act” means the Companies Act 1985 and every statutory modification or re-enactment thereof for the time being in force.
“Annual” means every calendar year.
“the Guild” means the above-named Company.
“these Articles” means these Articles of Association as originally framed or as from time to time altered by Special Resolution.
“the Board” means the Board for the time being of the Guild.
“Chief Executive” means an appointed Chief Operating Officer
“the Office” means the registered office for the time being of the Guild.
“the Officers” means the Chairman, Vice-Chairman, Chief Executive and the Treasurer.
“the Register” means the register referred to in Article 6.
“Representative” means the individual empowered under Article 15 to represent a member at meetings of the Guild.
“the Seal” means the Common Seal of the Guild.
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 visible form.
All words importing the singular number only shall include the plural number and vice versa.
Words importing the masculine gender only shall include the feminine gender and words importing persons shall include companies and corporations.
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 Guild.
2. There shall be no limit to the number of members of the Guild.
3. The subscribers to the Memorandum of Association of the Guild and such other persons as may be admitted to membership in accordance with the provisions hereinafter contained shall be members of the Guild and as such every member of the Guild shall be bound by the Memorandum of Association of the Guild, these Articles and any further regulations of the Guild and shall to the best of his ability further the objects of the Guild.
4. Membership of the Guild shall be defined in the following categories:
(a) Full Members
This category of membership shall be open only to publishing and book packaging enterprises (including sole traders), which appear to the Board to be seriously involved in publishing, and have published at least three or more publications at the time of joining, whether in traditional or electronic format, shall have voting rights. Full membership with non-voting rights shall apply to applicants with less than three publications published at the time of joining. Applications for membership shall be made in accordance with the provisions of Article 5.
(b) Honorary Life Members
This category of membership shall be reserved for individuals whom the Guild wishes to honour. Such membership shall be proposed by the Board and must be confirmed by a two-thirds majority of the votes cast at the following Annual General Meeting of the Guild. Honorary Life Members shall not have voting rights.
(c) Supplier Members
This category of membership shall be offered at the discretion of the Board to enterprises which are specialists in fields allied to publishing PROVIDED THAT the total number of Supplier Members shall at no time exceed 30% of the total membership of the Guild AND FURTHER PROVIDED THAT enterprises which are principally involved in printing or binding (or both) shall at no time exceed 5% of the total membership of the Guild. Supplier Members shall not have voting rights.
(d) Associate Members
This category of membership shall be offered at the discretion of the Board to enterprises (including sole traders) which are self-publishers PROVIDED THAT the total number of Associate Members shall at no time exceed 10% of the total membership of the Guild. Associate Members shall not have voting rights.
(e) Individual Members
This category of membership shall be open only to individuals without a trading income PROVIDED THAT the total number of Individual Members shall at no time exceed 20% of the total membership of the Guild. Individual membership is available to anyone who is not currently associated or affiliated with a company. Individual Members shall not have voting rights. Applications for membership shall be made in accordance with the provisions of Article 5.
(f) Patron Members
In addition to Full Members and other classes of Members of the Guild, there may also be Patron Members whose appointments and the rights, privileges and conditions attached to such appointment shall be in the absolute power and discretion of the Board. Patron Members shall have voting rights.
5. An application to become a full member or individual member of the Guild shall be made in such form or forms as may from time to time be prescribed by the Board, and shall be accompanied in every case by such fees as shall be prescribed pursuant to Article 16 which shall be repaid to the applicant if the application is not accepted.
6. On appointment the name and address of each member shall be entered in a register to be kept at the Office or such other place as the Board may decide and the provisions of Sections 352 and 353 of the Act relating to the Register shall be observed by the Guild.
7. The Board shall have full discretion as to the appointment of members and if by resolution they decide not to appoint any person as a member they shall notify such person within fourteen days of their decision but shall not be bound to give any reason for such decision.
8. The privileges of a member shall not be transferable and shall cease upon the winding up of a limited company member, the dissolution of a partnership member, bankruptcy or the death of an individual member, but without prejudice to the rights of the Guild to claim from such enterprise, its administrators or its executors such sums as may be due from it to the Guild at the time of such winding up, dissolution or death.
9. Any member wishing to resign its membership shall tender written notice to the Board and on its acceptance, but not before, its membership shall cease.
10. Any member giving notice in accordance with the provisions of Article 9 shall remain liable to pay any sums due from him at the date of such notice.
11. Any person ceasing by death, resignation or otherwise, to be a member of the Guild shall not, nor shall his representatives, have any claim upon or interest in the funds of the Guild.
12. The Board shall have the option on one month’s written notice to terminate with notice the membership of any member of which the subscription is at least three months in arrears. In any event, such a membership shall terminate at the end of the calendar year during which such notice expires, and the relevant name shall be removed from the Register.
13. A member whose name has been removed from the Register by reason of the non-payment of his subscription may have its name re-entered therein on payment of such subscription within three months of the removal of its name.
14. The Board may at any time resolve at a meeting of the Board convened in accordance with these Articles to recommend that a member be suspended from the Guild or may be expelled or compelled to retire from the Guild if:
(a) such member or, if applicable, any of its proprietors or managers has been, in the opinion of the Board guilty of any act, omission or conduct which may bring discredit on the Guild or is likely to be detrimental or prejudical to the reputation, interest and dignity of the Guild or to its aims and objects;
(b) the Board concludes that the member no longer qualifies for membership of the Guild pursuant to Article 4.
PROVIDED THAT the Board shall where feasible afford a reasonable opportunity for attendance and the giving of evidence at the meeting of the Board by the member to which the resolution refers or by any suitable third party acting on behalf of such member. The Board shall notify the member of the result of the resolution put to the meeting within seven days of the vote thereon.
Such recommendation shall be put to the vote at the next Annual General Meeting and upon two-thirds of the members present voting either in person or by proxy voting in favour of the resolution, the suspension, expulsion or retirement shall take place forthwith and the balance of the member’s subscription refunded.
REPRESENTATIVES OF MEMBERS OF THE GUILD
15. At meetings of the Guild members shall be represented as follows:
(a) by individuals themselves;
(b) by any director of a member which is a company;
(c) by any partner of a member which is a partnership or limited partnership,
save that nothing in this Article shall have any effect upon members’ rights to appoint proxies in accordance with Article 35.
16. (a) The annual subscription rate shall be fixed by the Board.
(b) The subscriptions payable by members need not be the same.
(c) The Board may reduce any subscription or may remit the payment of the same and any arrears of subscriptions of any member in any case where the circumstances make such reduction or remission desirable in the opinion of the Board.
17. The Guild shall hold a General Meeting in every calendar year as its Annual General Meeting, to receive a report of the year’s work and a statement of accounts, and to elect a Board for the following year, at such time and place as may be determined by the Board and shall specify the meeting as such in the notice calling it, provided that every Annual General Meeting except the first shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting, and that so long as the Guild holds its first Annual General Meeting within eighteen months after its incorporation it need not hold it in the year of its incorporation or in the following year.
18. All General Meetings, other than Annual General Meetings, shall be called Extraordinary General Meetings.
19. The Board may call General Meetings and, on the requisition of twelve members or members representing not less than one-tenth of the total voting rights of the members, whichever is the smaller, shall forthwith proceed to convene an Extraordinary General Meeting for a date not later than eight weeks after receipt of the requisition. If there are not within the United Kingdom sufficient Board members to call a General Meeting, any Board member or any member of the Guild may call a General Meeting.
20. A member may participate in a general meeting through the medium of conference telephone or similar form of communication equipment, including electronic means if all persons in the meeting are able to hear and speak to each other throughout the meeting. A person participating in this way is deemed to be present in person at the meeting and is counted in a quorum and entitled to vote at the meeting. Subject to the 2006 Act, all business transacted in this way is for the purposes of these articles deemed to be validly and effectively transacted at a general meeting.
NOTICE OF GENERAL MEETINGS
21. Not fewer than twenty-eight clear days’ notice in writing of every Annual General Meeting and of every Meeting convened to pass a special resolution and not fewer than twenty-one clear days’ notice in writing of every other General Meeting (exclusive in every case both of the day on which it is served or deemed to be served and of the day for which it is given), specifying the place, the day and the hour of meeting, and in the case of special business the general nature of that business, shall be given in manner hereinafter mentioned to such persons as are under these Articles or under the Act entitled to receive such notice from the Guild but with the consent of all the members entitled to receive notice thereof or of such proportion thereof as is prescribed by the Act a meeting may be convened by such notice as those members may think fit.
22. The accidental omission to give notice of a meeting to, or the non-receipt of such notice by any person entitled to receive notice thereof shall not invalidate any resolution passed, or other proceedings, at any meeting.
PROCEEDINGS AT GENERAL MEETINGS
23. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided fifteen members of the Guild present by their Representatives or by proxy shall constitute a quorum.
24. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting if convened on the requisition of members, shall be dissolved. In any other case it shall stand 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 may determine, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the Representatives present and the members present by proxy shall be a quorum.
25. The Chairman (if any) of the Board shall preside as Chairman at every General Meeting, but if there be no such Chairman or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to preside, then in any such case the Vice-Chairman (if any) of the Board shall preside as Chairman, but if there be no Vice-Chairman or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to preside, the members present shall choose a Board member or if no Board member is present or if all the Board members present decline to take the chair, they shall choose some Representative who shall be present to preside.
26. The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn a meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for fourteen days or more, notice of the adjourned meeting shall be given in the same manner as for the original meeting. Save as aforesaid the members shall not be entitled to any notice of an adjournment or of the business to be transacted at an adjourned meeting.
27. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is, before the declaration of the result of the show of hands, demanded by the Chairman or by not fewer than three members present by their Representatives or by proxy, or by a member or members present in person or by proxy and representing one-tenth of the total voting rights of all the members having the right to vote at the meeting and unless a poll be so demanded a declaration by the Chairman of the meeting that a resolution has been carried or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book containing the minutes of proceedings of the Guild 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. A demand for a poll may be withdrawn.
28. A poll demanded on the election of a Chairman shall be taken forthwith. No poll shall be demanded on any question of adjournment. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than that on which a poll has been demanded.
29. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall be entitled to a second or casting vote.
30. Subject to the provisions of the Act, a resolution in writing signed by Representatives of all the members for the time being entitled to receive notice of and to vote at General Meetings shall be as valid and effective as if the same had been passed at a General Meeting of the Guild duly convened and held.
VOTES OF MEMBERS
31. (a) On a show of hands (subject as otherwise provided in these Articles) every Representative present in person or any member present by proxy, subject to the rights, privileges and conditions of membership, shall have one vote.
(b) No objection shall be raised to the qualification of any member Representative or member to vote except at the meeting or adjourned meeting at which the vote is exercised and every vote duly cast at such meeting shall be valid unless objection is raised and substantiated at that meeting. Any objection at a meeting shall be referred to the Chairman whose decision shall be final and binding.
32. Save as herein expressly provided, no member other than a member duly registered which shall have paid every sum (if any) which shall be due and payable to the Guild in respect of its membership shall be entitled to vote on any question either by its Representative or by proxy at any General Meeting.
33. (a) On a poll votes may be given either by Representatives or by proxy.
(b) A member being an individual in respect of whom an order has been made by any court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised in that behalf appointed by that court and any such receiver, curator bonis or other person may, on a poll, vote by proxy. Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be deposited at the Office, or at such other place as specified in accordance with these Articles not fewer than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default thereof the right to vote shall not be exercisable.
34. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing, or if such appointor is a corporation, under its common seal, if any, and, if none, then under the hand of some officer duly authorised in that behalf.
35. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy thereof shall:
(a) be deposited at the Office not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or
(b) in the case of a poll not less than twenty-four hours before the time appointed for the taking of the poll; except
(c) where the poll is not taken forthwith but is taken not more than forty-eight hours after it was demanded, the instrument shall be delivered at the meeting at which the poll was demanded to the Chairman thereof or to the Chief Executive,
and in default the instrument of proxy shall be treated as invalid.
36. (a) An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances will admit:
a member of INDEPENDENT PUBLISHERS GUILD hereby appoint ………………………………..
or failing him, ………………………………………………………………………………………………
as my/our proxy to vote for me/us on my/our behalf at the Annual or Extraordinary or adjourned (as the case may be) General Meeting of the Guild to be held on the day of 20 , and at any adjournment thereof.
As witness my hand this day of 20 .”
The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
(b) Where it is desired to afford members an opportunity of voting for or against a resolution, the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:
a member of INDEPENDENT PUBLISHERS GUILD hereby appoint ……………………………….
or failing him ………………………………………………………………………………………………
as my/or proxy to vote for me/us on my/our behalf at the annual or extraordinary or adjourned (as the case may be) General Meeting of the Guild to be held on the day of 20 , and at any adjournment thereof.
As witness my hand this day of 20
in favour of
This form is to be used for/against the resolution. Unless otherwise instructed, the proxy will vote as he thinks fit.
37. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no information in writing of such death, insanity or revocation as aforesaid shall have been received by the Guild at the Office before the commencement of the meeting or the adjourned meeting at which the proxy is used.
38. Unless otherwise determined by special resolution the number of Board members shall not be fewer than eight and not more than fourteen, and the composition shall be determined at each Annual General meeting in accordance with Article 42.
39. The first Board of the Guild shall be the person or persons named as the first Board of the Guild in the statement delivered under sub-section 10(2)(a) of the Act.
40. No Board member shall vacate or be required to vacate that office on or by reason of his attaining or having attained the age of seventy or any other age, and any Board member retiring or liable to retire under the provisions of these Articles and any member proposed to be appointed a Board member shall be capable of being appointed or re-appointed as such notwithstanding that he has attained the age of seventy and no special notice need be given of any resolution for the appointment or re-appointment as a Board member of a member who shall have attained the age of seventy, and it shall not be necessary to give to the members notice of the age of any Board member or member proposed to be appointed or re-appointed as such.
41. A Board member who is no longer eligible to be a Representative shall automatically cease to be a Board member at the commencement of the Annual General Meeting following the date on which he ceases to meet the requirements of article 15. Article 41(d) shall be read and construed accordingly.
DISQUALIFICATIONS OF BOARD MEMBERS
42. A Board member shall cease to hold such office forthwith if:
(a) he is declared bankrupt, or becomes insolvent or he makes any arrangement or composition with his creditors; or the Board Member’s corporation has a receiving order or an administration order made against them or goes into liquidation other than a voluntary liquidation for the purpose of reconstruction or amalgamation or is dissolved:
(b) 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 Acts; 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
(c) by notice in writing to the Guild he resigns his office; or
(d) he ceases to be eligible to be a Representative; or
(e) he becomes prohibited from holding office by reason of any order made under the Act; or
(f) he is removed from office by a resolution duly passed pursuant to Section 303 of the Act.
RETIREMENT OF THE BOARD
43. At each Annual General Meeting the members of the Guild shall elect new or re-elect retiring members to serve as members of the Board. Board members shall serve for a period of three years at the end of which they must retire but shall be eligible for re-election for a further three-year period. On completion of six years of service a Board member, unless he is appointed Vice-Chairman, must retire for a period of one year after which he may be elected for one further period of three years. No Board member shall serve for a total of more than nine years but service, as an Officer of the Guild shall not count towards the said nine year total.
44. At the first Annual General Meeting after the adoption of the provisions of Article 42 any member of the Board having served six years shall retire in accordance with the provisions of the said Article. The three longest-serving members of the Board other than the Officers shall retire but be eligible for re-election for a period of three years. If at the end of that period they have served six years or more they shall retire in accordance with the provisions of Article 42. Other members of the Board shall remain in office. At the second Annual General Meeting after adoption of these Articles the three longest-serving members of the Board shall retire but be eligible for re-election for a period of three years, and at the third Annual General Meeting after adoption of these Articles any members serving at that time who have not already retired in accordance with this Article shall do so.
APPOINTMENT OF BOARD MEMBERS
45. (a) The Board shall have power at any time, and from time to time to appoint any person to be a Board member, either to fill a casual vacancy or as an addition to the existing Board, but so that the total number of Board members shall not at any time exceed the number which may be fixed from time to time by these Articles. Any Board member so appointed shall retire in accordance with the provisions of Article 42.
(b) An Honorary President or Joint Honorary Presidents and/or Vice-President or Vice-Presidents may be appointed by the Board, at its sole discretion, for such time and upon such conditions as the Board may think fit. Such officers shall be entitled to attend Board meetings, and they shall have all rights and responsibilities as an ordinary Board member.
46. Nominations for Board Membership, with the consent of the nominee, may be proposed and seconded by members of the Guild and shall be notified to the Chief Executive in writing no fewer than forty days prior to the Annual General Meeting. The Chief Executive shall notify members of the Guild of all officers and members of the Board willing to stand for re-election no fewer than twenty-eight days prior to the Annual General Meeting. One ballot paper listing all candidates shall be included in the notice calling the Annual General Meeting.
47. The Guild may by ordinary resolution, of which special notice has been given in accordance with Section 379 of the Act, remove any Board member before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Guild and such Board member.
48. The Guild may by ordinary resolution appoint another person in place of a Board member removed from office under the immediately preceding Article. Without prejudice to the powers of the Board under Article 44 but subject to the provisions of Article 40 the Guild in General Meeting may appoint any person to be a Board member either to fill a casual vacancy or as an additional Board member.
49. The Board may exercise all the powers of the Guild to raise or 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 Guild or of any third party.
POWERS AND DUTIES OF THE BOARD
50. Subject to the provisions of the Act, the Memorandum of Association of the Guild and these Articles and to any directions given by or pursuant to a special resolution of the Guild the business of the Guild shall be managed by the Board who may pay all such expenses of, and preliminary and incidental to, the promotion, formation, establishment and registration of the Guild as they think fit, and may exercise all such powers of the Guild and do on behalf of the Guild such acts as may be exercised and done by the Guild as are not by the Act or by these Articles required to be exercised or done by the Guild in General Meeting.
51. Article 48 is subject to the provisions of the Act, these Articles and to such regulations, being not inconsistent with the aforesaid provisions, as may be prescribed by the Guild in General Meeting; but no regulation made by the Guild in General Meeting shall invalidate any prior act of the Board which would have been valid if such regulation had not been made.
52. The Board for the time being may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of the Board, the continuing Board member or Board may act for the purposes of summoning a General Meeting, but not for any other purpose.
53. Provided a Board member declares his interest therein in a manner provided by the Act, he may vote as a Board member in regard to any contract or arrangement in which he is interested or upon any matter arising out of the same and he shall be counted in the quorum when any such contract or arrangement is under consideration.
54. Subject to the provisions of the Act and provided that he has disclosed to the Board the nature and extent of any material interest of his, a Board member notwithstanding his office:
(a) may be a party to, or otherwise interested in any transaction or arrangement with the Guild or in which the Guild 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 Guild or in which the Guild is otherwise interested; and
(c) shall not, by reason of his office, be accountable to the Guild for any benefit which he derives from any such office or employment or from 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.
55. For the purposes of Article 53:
(a) a general notice given to the Board that a Board member is to be regarded as having an interest (of the nature or extent specified in the notice) in any transaction or arrangement in which a specified person or class or persons is interested shall be deemed to be a disclosure that the Board member has an interest in any such transaction of the nature and extent so specified; and
(b) an interest of which a Board member has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.
DELEGATION OF THE BOARD’S POWERS
56. The Board may, by power of attorney or otherwise, appoint any person to be the agent of the Guild for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers.
57. The Board may delegate any of their powers to any Board member, as they consider desirable to be exercised by him. 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.
PROCEEDINGS OF THE BOARD
58. The Board may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit PROVIDED THAT at least four Board meetings are held in each year. Five Board members (of which at least one shall be an Officer) being present at the same time shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes. In case of any equality of votes, the Chairman of the Meeting shall have a second or casting vote.
59. Any Board member or member of a sub-Board of the Board may participate in a meeting of the Board or such sub-Board (as the case may be) by means of a conference telephone or similar communications system whereby all persons participating in the meeting can hear each other and participate in; a meeting in this manner shall be deemed to constitute presence in person at such meeting for all purposes including that of establishing a quorum.
60. A Board member may, and at the request of a Board member, the Chief Executive shall, at any time summon a meeting of the Board by notice served upon all of them, unless any Board member has lodged written notice of his intended absence abroad with the Chief Executive, waiving his right hereunder to receive notice of Board Meetings during such period of absence.
61. No less than twenty-eight days before each Annual General Meeting the Board, at its sole discretion, shall elect from its ranks a Vice-Chairman who shall serve as such from the date of the Annual General Meeting for a period of one year and subject to the Vice-Chairman’s consent, shall become Chairman, at the end of the following Annual General Meeting for which the Chairman shall hold office, such period not to exceed 24 months. At the same time as the election of a Vice-Chairman, the Board shall elect (from within or outside its ranks) a Treasurer who shall serve for a period of one year but may be re-elected annually an unlimited number of times. If at any meeting neither the Chairman nor in the absence of the Chairman, the Vice-Chairman is present within five minutes after the time appointed for holding the same, the Board shall choose one of their number to be Chairman of the meeting.
62. Following a Chairman’s retirement from that office he may serve as a member of the Board at the invitation of the incoming Chairman and subject to the Board’s approval, without re-election for a maximum period of one year.
63. A meeting of the Board at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under these Articles or other regulations of the Guild for the time being vested in the Board generally.
64. The Board may delegate any of its powers to sub-boards consisting of such of their number as they think fit, and any sub-board so formed shall in the execution of the powers so delegated conform to any regulations imposed on it by the Board. The Board may in their absolute discretion appoint any other person (not being a Board member) to serve on any such sub-board PROVIDED ALWAYS that the persons comprising any sub-board established pursuant to this Article shall include not fewer than one Board member or member appointed by the Board and/or the Chief Executive. The meetings and proceedings of any such sub-board shall be governed by the provisions of these Articles for regulating the meetings and proceedings of the Board so far as applicable and so far as the same shall not be superseded by any regulations made as aforesaid. All decisions of any such sub-board shall be reported fully and promptly to the Board.
65. All acts done by any meeting of the Board or of any sub-board of the Board or by any person acting as a Board member shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office 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 or had duly continued in office and was qualified to be a Board member.
66. The Board shall cause proper minutes to be made in books provided for the purpose of all appointments of officers made by the Board and of the proceedings of all meetings of the Guild and of the Board and of sub-board of Board, and all business transacted at such meetings and any such minutes of any meeting if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.
67. A resolution in writing signed by all the Board for the time being of the Board or of any sub-board of the Board who are entitled to receive notice of a meeting of the Board or of such sub-board shall be as valid and effective as if it had been passed at a meeting of respectively the Board or of such sub-board duly convened and held.
68. The Chief Executive, who need not be a member of the Guild, shall be appointed by the Board for such term at such remuneration as they may think fit, and any Executive Director so appointed may be removed by them. The Chief Executive so appointed may or may not be a director within the definition of the Act.
ALTERNATE BOARD MEMBERS
69. (a) Any Board member may at any time appoint another Board member or any other person to be his alternative Board member and may at any time terminate such appointment. Any such appointment or removal shall be by written notice, letter, telegram or telex message or other form of visible communication from the Board member to the Guild and shall be effective upon delivery at the registered office of the Guild or at a meeting of the Board.
(b) Any person appointed as an alternate Board member shall vacate his office as such alternate Board member if and when the Board member by whom he has been appointed vacates his office as Board member otherwise than by retirement and re-election at the same meeting and upon the happening of any event which, if he were a Board member, would cause him to vacate such office.
(c) An alternate Board member shall (except when absent from the United Kingdom) be entitled to receive notices of meetings of the Board and shall be entitled to attend and vote as a Board member at any such meeting at which the Board member appointing him is not personally present and generally at such meeting to perform all functions of his appointor as a Board member and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he were a Board member. If an alternate Board member is himself a Board member, he shall be entitled in such circumstances as aforesaid to exercise the vote or votes of the Board member or Board members for whom he is an alternate in addition to his own vote. If an alternate Board member’s appointor is for the time being absent from the United Kingdom or temporarily unable to act through ill-health or disability, the alternate Board member’s signature to any resolution in writing of the Board shall be as effective as the signature of his appointor. To such extent as the Board may from time to time determine in relation to any sub-board of the Board the foregoing sentence shall also apply mutatis mutandis to any meeting of any such sub-board of which his appointor is a member. An alternate Board member as such shall not (save as aforesaid) have power to act as a Board member for the purposes of these Articles.
(d) Any alternate Board member shall be entitled to contract and be interested in and benefit from contracts or arrangements and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if he were a Board member.
70. The seal of the Guild shall not be affixed to any instrument except by the authority of a resolution of the Board and in the presence of either two Board members or of one Board member and the Chief Executive or such other persons as may be authorised by the Board and the said Board member or Board and/or the Chief Executive and/or authorised person (as the case may be) shall sign every instrument to which the seal shall be so affixed in their presence and in favour of any purchaser or person bona fide dealing with the Guild such signatures shall be conclusive evidence of the fact that the seal has been properly affixed.
71. The Board shall cause accounting records to be kept of the Guild in accordance with Sections 221 and 222 of the Act.
72. The accounting records of the Guild shall be kept at the Office or, subject to Section 222(2) and (3) of the Act, at such other place or places as the Board shall think fit and shall always be open to the inspection of the Board.
73. The Board 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 Guild or any of them shall be open to the inspection of members not being Board, and no member shall (as such) have any right of inspecting any accounting records or other book or document of the Guild except as conferred by statute or authorised by the Board or by ordinary resolution of the Guild.
74. At the Annual General Meeting in every year the Board shall lay before the Guild a proper profit and loss account for the period since the last preceding account (or in the case of the first account since the incorporation of the Guild) made up to a date not more than six months before such meeting, together with a proper balance sheet made up as at the same date. Every such balance sheet shall be accompanied by proper reports of the Board and the auditors of the Guild, and copies of such account, balance sheet and reports (all of which shall be framed in accordance with any statutory requirements for the time being in force) and of any other documents required by law to be annexed or attached thereto or to accompany the same shall be sent to the auditors of the Guild and to all other persons entitled to receive notices of General Meetings in the manner in which notices are hereinafter directed to be served not fewer than twenty-one clear days before the date of the meeting (but subject to Section 240(4) of the Act). The report of the auditors of the Guild shall be open to inspection by any member of the Guild and be read before the meeting as required by Section 241(2) of the Act.
75. Not fewer than once in every year the accounts of the Guild shall be examined and the correctness of the profit and loss account and balance sheet ascertained by one or more properly qualified auditors.
76. Save as otherwise specified in these Articles any notice to be given to or by any person pursuant to these Articles shall be in writing.
77. (a) A notice may be served by the Guild upon any member:
(i) personally; or
(ii) by sending it through the post in a prepaid letter, addressed to such member at his registered address as appearing in the register of members of the Guild; or
(iii) in electronic form addressed to such member at his electronic address as last notified to the Guild.
(b) Any notice shall be deemed to have been served:
(iv) if served by post, at the expiration of 48 hours after the envelope containing the same is put into the post, and in providing such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office as a prepaid letter; or
(v) if sent using electronic communications shall be, at the expiration of 24 hours after the time it was sent. Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given
DISSOLUTION AND WINDING UP
78. On the winding up and dissolution of the Guild the provisions of the Memorandum of Association shall have effect as if repeated in these Articles.
79. Every Board member or other officer of the Guild shall be entitled to be indemnified out of the assets of the Guild against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, including any liability incurred by him in defending any proceedings whether civil or criminal, in which he is acquitted or in connection with any application under Section 144 or 727 of the Act in which relief is granted to him by the court and no Board member or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Guild in the execution of the duties of his office or in relation thereto. This Article shall only have effect insofar as its provisions are not avoided by Section 310 of the Act.