ICOM SV 1998 n/r/cc/98/totnes/f90 The Companies Acts 1985 & 1989 COMPANY LIMITED BY GUARANTEE
Articles of Association of TOTNES DEVELOPMENT TRUST
Interpretations 1. In these Articles: Members 2. The first Members of the Company shall be the Subscribers to the Memorandum of Association. The Management Committee may at their discretion admit Members as follows: (a) Individuals aged sixteen years or over who live or work in the area of benefit may be admitted as Ordinary Members; (c) Local authorities and other bodies working in close partnership with the Company may be admitted as Partner Members. 3. No person or organisation shall be admitted to Membership of the Company unless s/he or it has paid (or has agreed to pay) the appropriate annual subscription for the time being in force. The Management Committee may at its discretion in certain circumstances waive the subscription of any particular member. 4. Each Affiliate and Partner Member shall appoint a representative who shall during the continuance of their appointment be entitled to exercise in any General Meeting of the Company all such rights and powers as the Member would exercise if it were an individual person. Each Affiliate and Partner Member shall send to the Secretary of the Company written notification of its choice of representative. Register of Members 5. The Company shall maintain a Register of Members in which shall be recorded the name and address of every Member, and the dates on which they became a Member and on which they ceased to be a Member. Every Member shall either sign a written consent to become a Member or sign the Register of Members on becoming a Member, and in the case of an Affiliate or Partner Member a duly authorised officer shall sign on its behalf. A Member shall notify the Secretary in writing within seven days of a change to her, his or its name or address. Cessation of Membership 6. The rights and privileges of a Member shall not be transferable nor transmissible, and all such rights and privileges shall cease upon the Member ceasing to be such. 7. A Member shall cease to be a Member if s/he or it: (a) resigns in writing to the Secretary; or (b) fails to pay the annual subscription within three months of its becoming due; or (c) ceases to meet the criteria necessary to qualify for any of the categories of Membership described in Article 2 above; or (d) dies, if an individual person; or (e) is wound up or goes into liquidation, if a corporate body or association; or (f) is expelled by the Management Committee for conduct prejudicial to the Company, provided that any Member whose expulsion is proposed shall have the right to make representation to the meeting at which the decision is to be made. General Meetings 8. The Company shall in each calendar year hold a General Meeting as its Annual General Meeting and shall specify the meeting as such in the notices calling it. 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. Provided the first Annual General Meeting shall be held within eighteen months of incorporation, it need not be held in the year of incorporation nor in the following year. 9. The business of an Annual General Meeting shall comprise: (a) the consideration of the Report and Accounts presented by the Management Committee; (b) the election of members of the Management Committee, or the announcement of the results of the election if conducted prior to the meeting; (c) the appointment and the fixing of the remuneration of the auditor or auditors; (d) such other business as may have been specified in the notices calling the meeting. 10. All General Meetings other than the Annual General Meeting shall be called Extraordinary General Meetings. 11. The Management Committee may whenever they think fit convene an Extraordinary General Meeting, or an Extraordinary General Meeting may be convened by ten per cent of the Members of the Company, as provided by section 368 of the Act. 12. Decisions at General Meetings shall be made by passing resolutions: (a) Decisions involving an alteration to the Memorandum or Articles of Association of the Company and other decisions so required from time to time by statute shall be made by a Special Resolution. A Special Resolution is one passed by a majority of not less than three-fourths of votes cast. (b) All other decisions shall be made by Ordinary Resolution requiring a simple majority vote of votes cast at a General Meeting. Notices 13. An Annual General Meeting and any General Meeting which is to consider a Special Resolution or a resolution to remove the auditor or a member of the Management Committee shall be called by at least twenty-one clear days’ notice. Any other General Meeting shall be called by at least fourteen clear days’ notice. 14. Notice of every General Meeting shall be given in writing to every Member of the Company and to the auditors and to such other persons who are entitled to receive notice and shall be given personally or sent by post to each Member at the address recorded in the Register of Members and to other persons at their Registered Office. 15. Notice of all meetings shall be given exclusive of the day on which it is served and shall specify the exact time and place of the meeting. In the case of a General Meeting which is to consider a Special Resolution or a resolution to remove a Management Committee member or the auditor, such resolution shall be specified in the notices calling that meeting and in the case of all other General Meetings the general nature of the business to be raised shall be specified. 16. Where notice is sent by post, notice shall be deemed to have been served by properly addressing, prepaying and posting the notice and to have been served forty-eight hours after the notice has been posted. 17. The accidental omission to give notice of a meeting to or non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate proceedings at that meeting provided that if 5% of the Members of the Company, or three members whichever is the greater, claim not to have received notice, then the proceedings of that meeting should be declared invalid. Proceedings at General Meetings 18. Except as otherwise provided for in this article, only Members present in person (including representatives of Affiliate and Partner Members) shall be entitled to cast a vote. On any resolution concerning an amendment to the Memorandum or Articles of Association, or the winding up of the Company, or the removal of a member of the Management Committee, votes may be cast by Members present in person or by proxy. 19. Only one vote may be cast by or for each Member on any particular resolution. 20. Any Member of the Company, or the representative of an Affiliate or Partner Member, may act as proxy for another Member. Anyone claiming to be acting as proxy for an absent Member shall, upon request, provide written authorisation so to act, signed by the Member for whom s/he is acting, and the Chairperson of the meeting may disallow any proxy votes cast without such authorisation. The written authorisation appointing a proxy shall state whether s/he is to vote this way or that on any particular resolution, or that the proxy may vote according to her/his own judgement. 21. No business shall be transacted at a General Meeting unless a quorum is present. Unless and until otherwise decided by a General Meeting, four Members or one- fifth of the total Membership, whichever is the greater, shall be a quorum. 22. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved. In any other case it shall stand adjourned until such time and place as the Management Committee may decide, and all Members shall be given such notice as is practicable of the time, date and place of such an adjourned meeting. The Members present at a meeting so adjourned shall constitute a quorum for that meeting only. 23. At every General Meeting the Chairperson of the Company shall preside, but if s/he is not present within twenty minutes after the time appointed for the commencement of the meeting, the Members present shall choose one of their number to be Chairperson of that meeting, whose function shall be to conduct the business of the meeting in an orderly manner. 24. The Chairperson may with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. Where a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. Otherwise it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 25. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a secret ballot is, before or on the declaration of the result of the show of hands, demanded by at least two Members present in person. Unless a secret ballot be so demanded, a declaration by the Chairperson that a resolution has on a show of hands been carried or lost and an entry to that effect in the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportions of the votes recorded in favour or against such resolution. 26. If a secret ballot is duly demanded it shall be taken in such a manner as the Chairperson directs, provided that each Member and representative shall have only one vote, and the result of the ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded. The demand for a secret ballot may be withdrawn. 27. The demand for a secret ballot shall not prevent the continuance of a meeting for the transaction of any other business than the question upon which a ballot has been demanded. 28. In the case of an equality of votes, whether on a show of hands or on a ballot, the Chairperson of the meeting shall have a second or casting vote. Management Committee 29. The initial Management Committee of the Company from incorporation until the Company's second Annual General Meeting shall be appointed by the Subscribers to the Memorandum of Association, complying so far as is possible with the composition described in Article 30. 30. The Company shall have a Management Committee comprising not less than six and not more than fourteen persons, as follows: (a) not more than five persons elected by and from the Ordinary Members of the Company; (b) not more than three persons elected by and from the Affiliate Members of the Company; (c) not more than two persons elected by and from Partner Members of the Company; (d) not more than four persons, who need not be Members of the Company, co- opted by the Management Committee, provided that at no time shall co-opted members form a majority of the Management Committee. Upon being co-opted such persons shall be made members of the Company. 31. Elections shall be held at the Annual General Meeting or by postal ballot prior to the Annual General Meeting at the discretion of the Management Committee or by resolution of the Company in General Meeting, and shall be conducted in accordance with such procedures as may be specified by the Management Committee. 32. For the avoidance of doubt, members of the Management Committee are directors of the company within the meaning of the Act and charity trustees within the meaning of charity law. 33. At every Annual General Meeting except the Company's first, one-third of the elected Management Committee members in each of the categories detailed in Article 30 above shall retire from office. In the event that the number is not divisible by three, then the proportion to retire shall be that nearest to one-third. The members to retire shall be those longest in office since their last election. Where there are members of the Management Committee in the same category of Membership who have been in office for the same length of time, then, in the absence of agreement, those to retire shall be selected by lot. 34. Retiring members of the Management Committee shall be eligible to stand for re- election, provided that no individual shall serve for a continuous period of more than six years without a break of at least one year. In this context, the term "year" means the period between one Annual General meeting and the next. If fever candidates come forward than would fill the vacant places on the Management Committee to the maximum permitted, this restriction on retiring members may be waived, at the Management Committee's discretion. 35. Co-opted members shall, subject to Article 40 below, serve until the annual general meeting following their co-option. Retiring co-opted members may be eligible for further co-option by the Management Committee at their first meeting following the annual general meeting. 36. Under no circumstances shall any employee of the Company or any person aged less than eighteen years or any person disqualified law from serving as a director of a company or as a trustee of a charity be a member of the Management Committee. 37. A Management Committee member shall declare an interest in and shall not speak or vote in respect of any matter in which s/he has a personal material or financial interest or any matter arising from it. 38. Management Committee members may be paid all reasonable out-of-pocket expenses incurred by them in attending and returning from meetings of the Management Committee or General Meetings of the Company or in connection with the business of the Company, but otherwise—subject to the following Article—shall receive no remuneration. 39. Any Management Committee member, being a solicitor or other person engaged in any profession, shall be entitled to charge and be paid all usual professional or other charges for work done on behalf of the Company by her/him or her/his firm when so instructed by the Management Committee, provided that nothing shall authorise a Management Committee member or his/her firm to act as auditor to the Company, and provided also that at no time shall a majority of Management Committee members be benefiting under the provisions of this Article. 40. The office of Management Committee member shall be immediately vacated if s/he: (a) resigns her/his office in writing to the Company; or (b) ceases to be a Member of the Company, or is the representative of an organisation which ceases to be a Member, or is the representative of an Affiliate or Partner Member which replaces her/him as its representative; or (c) in the opinion of a majority of the Management Committee, fails to declare her/his interest in any contract as referred to in Article 37; or (d) becomes bankrupt or, in the opinion of the Management Committee, incapable on medical or psychological grounds of carrying out the duties; or (e) is removed from office by resolution of the Company in General Meeting in accordance with Section 303 of the Act; or (f) is disqualified by law from serving as a director of a company or as a trustee of a charity. Honorary Officers 41. The Company shall have a Chairperson and a Treasurer, and such other officers as the Management Committee may see fit, elected annually by the members of the Management Committee from amongst their own number immediately after the Annual General Meeting. In the event of a casual vacancy occurring in any officer post, the Management Committee may appoint one of their number to fill such vacancy until the next Annual General Meeting. Powers and Duties of the Management Committee 42. The business of the Company shall be managed by the Management Committee who may pay all expenses of the formation of the Company as they think fit and may exercise all such powers of the Company as may be exercised and done by the Company and as are not by statute or by these Articles required to be exercised or done by the Company in General Meeting, including the power to set annual subscriptions. 43. No regulation made by the Company in General Meeting shall invalidate any prior act of the Management Committee which would have been valid had that regulation not been made. 44. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed, or otherwise executed in such manner as the Management Committee shall from time to time direct, provided that all instruments of expenditure above a certain limit specified by the Management Committee must be signed by at least two Management Committee members. 45. Without prejudice to its general powers, the Management Committee may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking and property or any part of them and to issue debentures and other securities whether outright or as security for any debt, liability or obligation of the Company, subject to such consents as may be required by law. Proceedings of the Management Committee 46. Members of the Management Committee may meet together for the despatch of business and may adjourn and otherwise regulate their meetings as they think fit. 47. Questions arising at any meetings shall be decided by a majority of votes. In the case of an equality of votes, the Chairperson of the meeting shall have a second or casting vote. 48. An honorary officer may and the Secretary on the requisition of two or more Management Committee members shall summon a meeting of the Management Committee by giving reasonable notice to all its members. It shall not be necessary to give notice of a meeting of the Management Committee to any of its members for the time being absent from the United Kingdom. 49. The quorum necessary for the transaction of the business of the Management Committee shall be five Management Committee members. 50. The Management Committee may act regardless of any vacancy in their body but, if and so long as their number is less than the minimum prescribed in these Articles, the Management Committee may act for the purposes of increasing the number to that number, or of summoning a General Meeting of the Company, but for no other purpose. 51. At every meeting of the Management Committee the Chairperson of the Company shall preside, but if s/he is not present within twenty minutes after the time appointed for the commencement of the meeting the Management Committee present shall choose one of their number to be Chairperson of the meeting, whose function shall be to conduct the business of the meeting in an orderly manner. 52. The Management Committee shall cause accurate records to be made, in books provided for that purpose, of: (a) the name, details and date of appointment of all persons appointed to office; (b) the names of the Management Committee members, officers, Members, representatives and other persons present at all General, Management Committee and Sub-Committee meetings of the Company; (c) minutes of all proceedings and resolutions at all General, Management Committee and Sub-Committee meetings of the Company; (d) all applications of the Seal to any document. 53. All such records and minutes shall be open to inspection during normal working hours by any member of the Management Committee and by any person authorised by the Company in General Meeting. Minutes of General Meetings shall be available for inspection by any Member of the Company during normal working hours. 54. The Management Committee may delegate any of their powers to Sub-Committees consisting of such members of their body and/or the Company as they think fit. Any Sub-Committee so formed shall in the exercise of the powers so delegated conform to any regulations imposed on it by the Management Committee, which regulations shall always include provision for regular and prompt reports to the Management Committee. 55. All acts done by any meeting of the Management Committee or by any person acting as a member of the Management Committee shall, even if it be afterwards discovered that there was some defect in the appointment of any such Management Committee member or person acting as such, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Management Committee member. 56. A resolution in writing, signed by all the Management Committee members for the time being entitled to vote, shall be valid and effective as if it had been passed at a meeting of the Management Committee, and may consist of several documents in the same form, each signed by one or more Management Committee members. 57. The Management Committee may at their discretion invite other persons to attend its meetings, with or without speaking rights, and without voting rights. Secretary 58. The Management Committee shall appoint a Secretary of the Company upon such conditions as they think fit and any Secretary so appointed may be removed by them. No remuneration may be paid to a Secretary who is also a member of the Management Committee. 59. A provision of the Act or these Articles requiring or authorising a thing to be done by or to a Management Committee member and the Secretary shall not be satisfied by its being done by or to the same person acting in both capacities. The Seal 60. If the Company has a Seal, it shall only be used by the authority of the Management Committee and every instrument to which the Seal shall be applied shall be signed by a Management Committee member and shall be countersigned by the Secretary or by a second Management Committee member. Every such application of the Seal shall be minuted. Accounts 61. The Management Committee shall cause proper accounts to be kept in accordance with the law for the time being in force with respect to: (a) all sums of money received and expended by the Company and the matters in which the receipt and expenditure takes place; (b) all sales and purchases of goods by the Company; (c) the assets and liabilities of the Company. 62. Proper accounts shall be deemed to be kept if they give a true and fair record of the state of the Company's affairs and explain its transactions. 63. The accounts shall be kept at the Registered Office of the Company or, subject to section 222 of the Act, at such other place or places as the Management Committee thinks fit, and shall always be open to the inspection of all Members and officers and by other persons authorised by the Company in General Meeting. 64. The Management Committee shall from time to time, in accordance with sections 227 and 241 of the Act, cause to be prepared and to be laid before the Company in General Meeting such income and expenditure accounts, balance sheets, and any reports referred to in those sections. 65. A copy of every balance sheet (including every document required by law to be annexed thereto) which is laid before the Company in General Meeting, together with a copy of the auditor's report and Management Committee’s report shall not less than twenty-one days before the date of the meeting, subject nevertheless to the provisions of section 240(4) of the Act, be sent to every Member of and every holder of debentures of the Company; provided that this regulation shall not require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any debentures. The auditor's report shall be open to inspection and shall be read before the meeting. 66. The Management Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the transmission of the statements of account of the Company to the Commissioners. Audit 67. In accordance with the law for the time being in force the Company may—if it is eligible to do so—apply the small company audit exemptions. Otherwise once at least in every year the accounts of the Company shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified auditor or auditors. 68. Auditors shall be appointed and their duties regulated in accordance with sections 237 and 384 of the Act. Annual report 69. The Management Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commissioners. Indemnity 70. Subject to the provisions of the Act every Management Committee member or other officer or auditor of the Company shall be indemnified out of the assets of the Company against any liability incurred by her/him in that capacity in defending any proceedings, whether civil or criminal, in which judgement is given in her/his favour or in which s/he is acquitted or in connection with any application in which relief is granted to her/him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company. Regulations 71. The Company in General Meeting or the Management Committee may from time to time make, adopt and amend such regulations in the form of bye-laws, standing orders, secondary rules or otherwise as they may think fit for the management, conduct and regulation of the affairs of the Company and the proceedings and powers of the Management Committee and Sub-Committees, provided that such regulations are not inconsistent with the Memorandum and Articles, and do not amount to an addition or alteration such as could only legally be made by an alteration to the Memorandum or Articles of Association. All Members of the Company and the Management Committee shall be bound by such regulations whether or not they have received a copy of them. Dissolution 72. Clause 9 of the Memorandum of Association relating to the winding up and dissolution of the Company shall have effect as if its provisions were repeated in these Articles. CHC/ICOM 1998
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