THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM of ASSOCIATION
GARTMORE COMMUNITY TRUST LIMITED - SC033887
1. The company's name is "Gartmore Community Trust Limited"
2. The company's registered office is to be situated in Scotland.
3. This clause shall be interpreted as if it incorporated an over-riding qualification limiting the powers of the company such that any activity which would otherwise be permitted by the terms of the clause may be carried on only if that activity furthers a purpose which is regarded as charitable for the purposes of section 7 of the Charities and Trustee Investment (Scotland ) Act 2005 and which is also regarded as a charitable purpose in relation the application of the Taxes Acts. Subject to that over-riding qualification, the company has been formed to benefit the community of Gartmore which comprises the postcode units FK8 3UZ, FK8 3RR, FK8 3RT, FK8 3SD, FK8 3RS, FK8 3SA, FK8 3SE, FK8 3RU, FK8 3RE, FK8 3RJ, FK8 3RL, FK8 3RW, FK8 3SB, FK8 3RP, FK8 3RF, FK8 3SG, FK8 3RQ, FK8 3RH, FK8 3RY, FK8 3RN, FK8 3RX, FK8 3RZ, FK8 3SF ("the Community") with the following objects:
a) to manage community land and associated assets for the benefit of the Community and the public in general as an important part of the protection and sustainable development of Scotland's natural environment
b) To promote, establish and operate schemes of a charitable nature for the benefit of the residents of the Community
c) To provide within the Community facilities for recreation and other leisure time occupation available to the public at large with a view to improving their conditions of life.
d) To promote for the public benefit the preservation (whether wholly or in part) of buildings and other structures of historic and/or architectural significance located within the Community but such that the company shall do so following principles of sustainable development.
In pursuance of those aims (but not otherwise) the company shall have the
i) to register any interest in land and to exercise the right to buy under the provisions of Part 2 of the Land Reform (Scotland) Act 2003 (including any statutory amendment or re-enactment of those provisions which may be in force from time to time).
ii) To acquire and take over the whole or any part of the undertaking and liabilities of any person entitled to any property or rights suitable for any of the objects of the company.
iii) To purchase, take on feu, lease, hire, take in exchange, and otherwise acquire any property and rights which may be advantageous for the purposes of the activities of the company.
iv) To improve, manage, exploit, develop, turn to account and otherwise deal with all or any part of the undertaking, property and rights of the company.
v) To sell, feu, let, hire, license, give in exchange and otherwise dispose of all or any part of the undertaking, property and rights of the company.
vi) To lend money and give credit to any person, with or without security, and to grant guarantees and contracts of indemnity on behalf of any person.
vii) To borrow money and give security for the payment of money by, or the performance of other obligations of, the company or any other person.
viii) To draw, make, accept, endorse, discount, negotiate, execute and issue cheques and other negotiable or transferable instruments.
ix) To remunerate any individual in the employment of the company and to establish, maintain and contribute to any pension or superannuation fund for the benefit of, and to give or procure the giving of any donation, pension, allowance or remuneration to, and to make any payment for or towards the insurance of, any individual who is or was at any time in the employment of the company and the spouse, widow/er, relatives and dependents of any such individual; to establish, subsidise and subscribe to any institution, association, club and fund which may benefit any such person.
x) To oppose or object to any application or proceedings which may prejudice the company's interests.
xi) To enter into any arrangement with any organisation, government or authority which may be advantageous for the purposes of the activities of the company and to obtain from any such organisation, government or authority any right, privilege or concession.
xii) To enter into any arrangement for co-operation or mutual assistance with any charitable body, whether incorporated or unincorporated
xiii) To effect insurance against risks of all kinds
xiv) To invest funds not immediately required for the purposes of the company's activities in such investments and securities (including land in any part of the world) and that in such manner as may from time to time be considered advantageous (subject to compliance with any applicable legal requirement) and to dispose of and vary such investments and securities.
xv) To establish and support any association or other unincorporated body having objects altogether or in part similar to those of the company and to promote any company or other incorporated body formed for the purpose of carrying on any activity which the company is authorised to carry on.
xvi) To subscribe and make contributions to or otherwise support charitable bodies, whether incorporated or unincorporated, and to make donations for any charitable purpose connected with the activities of the company or with the furtherance of its objects.
xvii) To accept subscriptions, grants, donations, gifts, legacies and endowments of all kinds, either absolutely or conditionally or in trust for any of the objects of the company.
xviii) To take such steps (by way of personal or written appeals, public meetings or otherwise) as may be deemed expedient for the purpose of procuring contributions to the funds of the company, whether by way of subscriptions, grants, loans, donations or otherwise.
xix) To carry out any of these objects in any part of the world as principal, agent, contractor, trustee or in any other capacity and through an agent, contractor, sub-contractor, trustee or any person acting in any other capacity and either alone or in conjunction with others.
xx) To do anything which may be incidental or conducive to the attainment of any of the objects of the company
And it is declared that
A) in this clause where the context so admits, "property" means any property, heritable or moveable, real or personal, wherever situated
B) in this clause, and throughout this memorandum of association the words "charitable purpose" shall mean a charitable purpose under section 7 of the Charities and Trustee Investment (Scotland) Act 2005 which is also regarded as a charitable purpose in relation to the application of the Taxes Acts.
C) in this clause and throughout this memorandum of association "sustainable development" means development which meets the needs of the present without compromising the ability of future generations to meet their own needs."
a) The income and property of the company shall be applied solely towards promoting the company's objects (as set out in clause 3 of this memorandum of association) and do not belong to the members; and in particular (but without limiting the generality of that provision) any surplus funds or assets of the company must be applied for the benefit of the Community".
b) No part of the income or property of the company shall be paid or transferred (directly or indirectly) to the members of the company, whether by way of dividend, bonus or otherwise.
c) No director of the company shall be appointed as a paid employee of the company; no director shall hold any office under the company for which a salary or fee is payable.
d) No benefit (whether in money or in kind) shall be given by the company to any director except (i) repayment of out-of-pocket expenses or (ii) reasonable payment in return for particular services (not being of a management nature) actually rendered to the company.
5. The liability of the members is limited
6. Every member of the company undertakes to contribute such amount as may be required (not exceeding £1) to the company's assets if it should be wound up while he/she is a member or within one year after he/she ceases to be a member, for payment of the company's debts and liabilities contracted before he/she 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.
a) The winding up of the Company may take place only on the decision of not less than 75% of its Full Members who are present and voting at a General Meeting called specifically (but not necessarily exclusively) for that purpose
b) If on the winding up of the company any property remains after satisfaction of all the company's debts and liabilities such property (including land acquired by it in terms of the Land Reform (Scotland) Act 2003 shall be given or transferred to such other community body or bodies or crofting community body or bodies as may be (i) determined by not less than 75% of the Full Members of the Company who are present and voting at a General Meeting called specifically (but not necessarily exclusively) for the purpose and (ii) approved thereafter by the Scottish Ministers)
c) If the members do not resolve to transfer any property of the nature referred to in paragraph (b) to a community body or bodies or crofting community body or bodies approved by Scottish Ministers, such property shall instead be transferred to the Scottish Ministers or to such charity as the Scottish Ministers may direct."
d) No property shall be transferred under paragraph b) or c) of this clause 7 to any body unless it is a Scottish charity."
e) In Clause 7, ''community body'' and '' crofting community body'' have the meaning described to them respectively in Sections 34 and 71 of the Land Reform Act and ''charity'' has the meaning ascribed to it in Section 34 (8) of the Land Reform Act.
8. Accounting records shall be kept in accordance with all applicable statutory requirements and such accounting records shall, in particular, contain entries from day to day of all sums of money received and expended by the company and the matters in respect of which such receipt and expenditure take place and a record of the assets and liabilities of the company; such accounting records shall be open to inspection at all times by any director of the company.
THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
GARTMORE COMMUNITY TRUST LIMITED
THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES of ASSOCIATION
GARTMORE COMMUNITY TRUST LIMITED
(adopted by special resolution dated 9thFeb 2009)
qualifications, application, subscription, register, withdrawal, expulsion, termination/transfer
articles 2- 32
(meetings of members)
general, notice, special/ordinary resolutions, procedure
maximum number, eligibility, election/ retiral/re-election, termination of office, register, office bearers, powers, personal interests
committees, social audit operation of bank accounts, secretary, minutes, accounting records and annual accounts, notices
winding-up, indemnity, interpretation
1 The structure of the company consists of:-
(a) the MEMBERS - who have the right to attend the annual general meeting (and any extraordinary general meeting). The Full Members (as defined in article 2) have important powers under the articles of association and the Companies Acts; in particular, Full Members elect people to serve as directors and take decisions in relation to changes to the articles themselves;
(b) the DIRECTORS - who hold regular meetings during the period between annual general meetings, and generally control and supervise the activities of the company; in particular, the directors are responsible for monitoring the financial position of the company.
"Full Member"means a member admitted under article4;"Full Membership"shall be construed accordingly;
"Associate Member"means a member admitted under article5;"Associate Membership"shall be construed accordingly;
"Junior Member"means a member admitted under article7;"Junior Membership"shall be construed accordingly.
3 The members of the company shall consist of the subscribers to the memorandum of association and such other persons as are admitted to membership under articles4to12.
(a) is ordinarily resident in the Community (as defined in the memorandum of association of the company);
(b) is entitled to vote at a local government election in a polling district that includes the Community or part of it; and
(c) supports the aims and activities of the company;
an individual once admitted to Full Membership shall cease to be a member if he/she ceases to be eligible for Full Membership in terms of this article4.
(a) to any individual aged 18 years or over who is not eligible for Full Membership but wishes to support the aims and activities of the company; and
(b) any individual who has been nominated for membership by a voluntary organisation located within the Community which wishes to support the aims and activities of the company.
6 No more than one individual nominated under paragraph (b) of article 5 by each voluntary organisation may be a member of the company at any given time.
9 Any person who wishes to become a member must sign, and lodge with the company, a written application for membership; an application for membership must be accompanied by a remittance to meet the full amount of the membership subscription applicable to the category of membership for which he/she is applying; in the case of an application under paragraph (b) of article 5, the application must also be signed by an appropriate office bearer of the voluntary organisation which is nominating him/her for membership.
12 The directors shall consider each application for membership at the first directors' meeting which is held after receipt of the application (and, if applicable, supporting evidence) and remittance required under articles9and10; the directors shall, within a reasonable time after the meeting, notify the applicant of their decision on the application, and, if the decision was to refuse admission, shall return to the applicant the remittance lodged by him/her under article9.
13 The minimum number of Full Members is 20.
14 The number of Full Members must exceed the aggregate number of Associate Members and Junior Members.
15 In the eventthat the number of Full Members falls below 20 or that the aggregate number of Associate Members and Junior Members is equal to or exceeds the number of Full Members, the directors shall not conduct any business other than to ensure the admission of sufficient Full Members to achieve the minimum number and/or to ensure that the number of Full Members exceeds the aggregate number of Associate Members and Junior Members.
16 The Full Members may, by ordinary resolution, determine the amount (if any) of the membership subscription for each category of membership; unless otherwise determined, the amount of the membership subscription shall be a minimum of £1 for Full Members and Associate Member and free for Junior Members.
18 The directors shall maintain a register of members, setting out the full name and address of each member, the category of membership into which he/she falls, the date on which he/she was admitted to membership, and the date on which any person ceased to be a member; in the case of a member who was admitted under paragraph (b) of article 5, the entry against his/her name shall also include details of the voluntary organisation which nominated him/her for membership.
19 Any person who wishes to withdraw from membership shall sign, and lodge with the company, a written notice to that effect; on receipt of the notice by the company, he/she shall cease to be a member.
20 A voluntary organisation which has nominated an individual for membership may withdraw its nomination at any time by written notice to the company to that effect; on receipt of the notice by the company, the individual in question shall automatically cease to be a member of the company.
22 Any member who wishes to propose at any meeting a resolution for the expulsion of any individual from membership shall lodge with the company written notice of his/her intention to do so (identifying the member concerned and specifying the grounds for the proposed expulsion) not less than six weeks before the date of the meeting.
23 The company shall, on receipt of a notice under the preceding article, forthwith send a copy of the notice to the member concerned, and the member concerned shall be entitled to make written representations to the company with regard to the notice.
24 If representations are made to the company in pursuance of the preceding article, the company shall (unless such representations are received by the company too late for it to do so):-
(a) state the fact of the representations having been made in the notice convening the meeting at which the resolution is to be proposed; and
(b) send a copy of the representations to every individual to whom notice of the meeting is or was given.
25 Whether or not a copy of written representations has been given to each of the individuals entitled to receive notice of the meeting, the member concerned shall be entitled to be heard on the resolution at the meeting.
27 An individual expelled from membership under articles21to25shall cease to be a member with effect from the time at which the relevant resolution is passed.
General meetings (meetings of members)
30 The directors shall convene an annual general meeting in each year (but excluding the year in which the company is formed); the first annual general meeting shall be held not later than 18 months after the date of incorporation of the company.
31 Not more than 15 months shall elapse between one annual general meeting and the next.
32 The business of each annual general meeting shall include:-
(a) a report by the chair on the activities of the company;
(b) consideration of the annual accounts of the company; and
(c) the election/re-election of directors, as referred to in articles 57 to 63.
33 The directors may convene an extraordinary general meeting at any time.
34 The directors must convene an extraordinary general meeting if there is a valid requisition by members (under section 368 of the Act) or a requisition by a resigning auditor (under section 392A of the Act).
Notice of general meetings
35 At least 21 clear days' notice must be given of (a) an annual general meeting or (b) an extraordinary general meeting at which a special resolution (see article40) or a resolution requiring special notice under the Act, is to be proposed; all other extraordinary general meetings shall be called by at least 14 clear days' notice.
36 The reference to "clear days" in article35shall be taken to mean that, in calculating the period of notice, the day after the notice is sent, and also the day of the meeting, should be excluded.
37 A notice calling a meeting shall specify the time and place of the meeting; it shall (a) indicate the general nature of the business to be dealt with at the meeting and (b) if a special resolution (see article40) (or a resolution requiring special notice under the Act) is to be proposed, shall also state that fact, giving the exact terms of the resolution.
38 A notice convening an annual general meeting shall specify that the meeting is to be an annual general meeting; any other general meeting shall be called an extraordinary general meeting.
39 Notice of every general meeting shall be given(either in writing or, where the individual to whom notice is given has notified the company of an address to be used for the purpose of electronic communication, by way of electronic communications)to all the members and directors, and (if there are auditors in office at the time) to the auditors.
40 For the purposes of these articles, a "special resolution" means a resolution passed by 75% or more of the votes cast on the resolution at an annual general meeting or extraordinary general meeting, providing proper notice of the meeting and of the intention to propose the resolution has been given in accordance with articles35to 39; for the avoidance of doubt, the reference to a 75% majority relates only to the number of votes cast in favour of the resolution as compared with the number of votes cast against the resolution, and accordingly no account shall be taken of abstentions or members absent from the meeting.
41 In addition to the matters expressly referred to elsewhere in these articles, the provisions of the Act allow the company, by special resolution:-
(a) to alter its name;
(b) to alter its memorandum of association with respect to the company's objects;
(c) to alter any provision of these articles or adopt new articles of association.
42 For the purposes of these articles, an "ordinary resolution" means a resolution passed by majority vote (taking account only of those votes cast in favour as compared with those votes against, and (as applicable) the chairperson's casting vote), at an annual general meeting or extraordinary general meeting, providing proper notice of the meeting has been given in accordance with articles35to 39.
43 No business shall be dealt with at any general meeting unless a quorum is present; the quorum for a general meeting shall be the lower of: (a) 20; or (b) 20% (to the nearest round number) of the total number of Full Members, present in person; for the avoidance of doubt, no account shall be taken of the presence of any Associate Member or Junior Member in determining whether a quorum is present.
44 If a quorum is not present within 30 minutes after the time at which a general meeting was due to commence - or if, during a meeting, a quorum ceases to be present - the meeting shall stand adjourned to such time and place as may be fixed by the chairperson of the meeting.
45 The Chair of the company shall (if present and willing to act as chairperson) preside as chairperson of each general meeting; if the Chair of the company is not present and willing to act as chairperson within 30 minutes after the time at which the meeting was due to commence, the Vice Chair shall (if present and willing to act as chairperson) preside as chairperson of that meeting.
46 If neither the Chair nor the Vice Chair is present and willing to act as chairperson within 30 minutes after the time at which the meeting was due to commence, the directors present at the meeting shall elect from among themselves the person who will act as chairperson of that meeting.
47 The chairperson of a general meeting may, with the consent of the meeting, adjourn the meeting to such time and place as the chairperson may determine.
48 Full Members shall have one vote, which (whether on a show of hands or on a secret ballot) must be given personally; Associate Members and Junior Members shall not be entitled to vote.
49 If there is an equal number of votes for and against any resolution, the chairperson of the meeting shall (subject to article 50) be entitled to a casting vote.
50 The chairperson of the meeting shall not be entitled to a casting vote unless he/she is a Full Member of the company.
51 A resolution put to the vote at a general meeting shall be decided on a show of hands unless a secret ballot is demanded by the chairperson (or by at least two Full Members present in person at the meeting); a secret ballot may be demanded either before the show of hands takes place, or immediately after the result of the show of hands is declared.
52 If a secret ballot is demanded, it shall be taken at the meeting and shall be conducted in such a manner as the chairperson may direct; the result of the ballot shall be declared at the meeting at which the ballot was demanded.
Categories of directors
"Elected Director"means a director elected, re-elected or appointed under articles57to63.
"Co-opted Director"means a director appointed or re-appointed under articles 64 to 66.
56 The Elected Directors shall at all times constitute a majority of the directors.
57 Any Full Member who wishes to be considered for election as a director at an annual general meeting must lodge with the company a written notice (in such form as the directors require), confirming that he/she is willing to be appointed; the notice must be signed by him/her and must be lodged with the company at least seven days before the date of the annual general meeting.
58 At an annual general meeting the Full Members may (subject to article55) elect as a director ("an Elected Director") any Full Member who has confirmed his/her willingness to be appointed in accordance with article 57.
59 The directors may at any time appoint any Full Member (providing he/she is willing to act) to be a director ("an Elected Director"), either to fill a vacancy or (subject to article55) as an additional director.
(a) any Elected Director who was appointed by the directors (under article 59) in the period from the date of the last annual general meeting shall retire from office; and
(b) out of the remaining Elected Directors, three shall retire from office.
62 The directors to retire under paragraph (b) of article61shall be those who have been longest in office since they were last appointed or re-appointed; if two or more directors were appointed or re-appointed on the same date, the question of which of them is to retire under paragraph (b) of article61shall be decided by some random method.
63 The Full Members may (subject to article55) at any annual general meeting re-elect any Elected Director who retires from office at the meeting under article60or61(providing he/she is willing to act); if any such Elected Director is not re-appointed, he/she shall retain office until the meeting appoints someone in his/her place or, if it does not do so, until the end of the meeting.
64 Subject to article55, the directors may at any time appoint any individual (other than an employee of the company) to be a director ("a Co-opted Director") providing he/she is willing so to act, either on the basis that he/she has special skills or experience which would be of assistance to the board or on the basis that he/she has been nominated by an organisation or agency with which the company has close contact in the course of its activities.
65 At the conclusion of each annual general meeting, all of the Co-opted Directors shall vacate office.
66 Immediately following each annual general meeting, the directors may (subject to article55) re-appoint any person who, as a Co-opted Director, vacated office under the preceding article at the conclusion of the annual general meeting; the directors may alternatively appoint someone in his/her place or resolve not to fill the vacancy.
67 A director shall automatically vacate office if:-
(a) he/she ceases to be a director through the operation of any provision of the Act or becomes prohibited by law from being a director;
(b) he/she becomes debarred under any statutory provision from being involved in the administration or management of a charity;
(c) he/she becomes incapable for medical reasons of fulfilling the duties of his/her office and such incapacity is expected to continue for a period of more than six months;
(d) he/she becomes an employee of the company;
(e) in the case of an Elected Director, he/she ceases to be a Full Member of the company;
(f) he/she resigns office by notice to the company;
(g) he/she is absent (without permission of the directors) from more than three consecutive meetings of the directors, and the directors resolve to remove him/her from office;
(h)he/she is removed from office by ordinary resolution (special notice having been given) in pursuance of section 303 of the Act.
68 The directors shall maintain a register of directors, setting out full details of each director, including the date on which he/she became a director, and also specifying the date on which any person ceased to hold office as a director.
69 The directors shall elect from among themselves a Chair, Vice Chair and a Treasurer, and such other office bearers (if any) as they consider appropriate.
70 A director shall not be eligible for appointment as the Chair, Vice Chair or Treasurer if he/she is a Co-opted Director
71 All of the office bearers shall cease to hold office at the conclusion of each annual general meeting, but shall then be eligible for re-election.
72 A person elected to any office shall cease to hold that office if he/she ceases to be a director, or if he/she resigns from that office by written notice to that effect.
73 Subject to the provisions of the Act, the memorandum of association and these articles, and subject to any directions given by special resolution, the company and its assets and undertaking shall be managed by the directors, who may exercise all the powers of the company.
74 A meeting of the directors at which a quorum is present may exercise all powers exercisable by the directors.
75 A director who has a personal interest in any transaction or other arrangement which the company is proposing to enter into, must declare that interest at a meeting of the directors; he/she will be debarred (in terms of article 88) from voting on the question of whether or not the company should enter into that arrangement.
76 For the purposes of the preceding article, a director shall be deemed to have a personal interest in an arrangement if any partner or other close relative of his/hers or any firm of which he/she is a partner or any limited company of which he/she is a substantial shareholder or director (or any other party who/which is deemed to be connected with him/her for the purposes of section 317 of the Act), has a personal interest in that arrangement.
77 Provided he/she has declared his/her interest - and has not voted on the question of whether or not the company should enter into the relevant arrangement - a director will not be debarred from entering into an arrangement with the company in which he/she has a personal interest (or is deemed to have a personal interest under article76) and may retain any personal benefit which he/she gains from his/her participation in that arrangement.
79 The directors may be paid all travelling and other expenses reasonably incurred by them in connection with their attendance at meetings of the directors, general meetings, or meetings of committees, or otherwise in connection with the carrying-out of their duties.
81 Questions arising at a meeting of the directors shall be decided by a majority of votes; if an equality of votes arises, the chairperson of the meeting shall (subject to article 82) have a casting vote.
82 The chairperson of the meeting shall not be entitled to have a casting vote if he/she is a Co-opted Director.
83 No business shall be dealt with at a meeting of the directors unless a quorum is present; the quorum for meetings of the directors shall (subject to article84) be four.
85 If at any time the number of directors in office falls below the number fixed as the quorum, the remaining director(s) may act only for the purpose of filling vacancies or of calling a general meeting.
86 Unless he/she is unwilling to do so, the Chair of the company shall preside as chairperson at every directors' meeting at which he/she is present; if the Chair of the company is unwilling to act as chairperson or is not present within 15 minutes after the time when the meeting was due to commence, the directors present shall elect from among themselves the person who will act as chairperson of the meeting.
87 The directors may, at their discretion, allow any person who they reasonably consider appropriate, to attend and speak at any meeting of the directors; for the avoidance of doubt, any such person who is invited to attend a directors' meeting shall not be entitled to vote.
88 A director shall not vote at a directors' meeting (or at a meeting of a committee) on any resolution concerning a matter in which he/she has a personal interest which conflicts (or may conflict) with the interests of the company; he/she must withdraw from the meeting while an item of that nature is being dealt with.
89 For the purposes of article 88, a person shall be deemed to have a personal interest in a particular matter if any partner or other close relative of his/hers or any firm of which he/she is a partner or any limited company of which he/she is a substantial shareholder or director, has a personal interest in that matter.
90 A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he/she is not entitled to vote.
93 The directors may delegate any of their powers to any sub-committee consisting of one or more directors and such other persons (if any) as the directors may determine; they may also delegate to the Chair of the company (or the holder of any other post) such of their powers as they may consider appropriate.
94 Any delegation of powers under article93may be made subject to such conditions as the directors may impose and may be revoked or altered.
95 The rules of procedure for any sub-committee shall be as prescribed by the directors.
96 The directors may present a report each year to the members of the company (in such form as the directors may reasonably deem appropriate) setting out the social and community benefits which they consider the activities of the company to have achieved.
97 The directors may arrange for an objective assessment (such assessment being referred to in these articles as a 'social audit') to be made on an annual basis of the social and community benefits achieved by the company; the social audit, in addition to examining social benefits of the company in relation to pursuit of its objectives, shall address matters bearing on the welfare of employees.
98 The signatures of two out of the signatories appointed by the directors shall be required in relation to all operations (other than lodgement of funds) on the bank and building society accounts held by the company; at least one out of the two signatures must be the signature of a director.
99 The company secretary shall be appointed by the directors for such term, at such remuneration (if any), and upon such conditions, as they may think fit; the company secretary may be removed by them at any time.
100 The directors shall ensure that minutes are made of all proceedings at general meetings, directors' meetings and meetings of committees; a minute of any meeting shall include the names of those present, and (as far as possible) shall be signed by the chairperson of the meeting.
101 The directors shall ensure that proper accounting records are maintained in accordance with all applicable statutory requirements.
102 The accounting records shall be maintained by the Treasurer and overseen by the Chair, or otherwise by, or as determined by, the directors; such records shall be kept at such place or places as the directors think fit and shall always be available for inspection by the directors.
103 The Directors shall prepare annual accounts which will be subject to external and independent examination in accordance with all relevant statutory requirements.
104 No member shall (unless he/she is a director) have any right of inspecting any accounting or other records, or any document of the company, except as conferred by statute or as authorised by the directors or as authorised by ordinary resolution of the company.
106 The company may give any notice to a member either personally or by sending it by post in a pre-paid envelope addressed to the member at its registered address or by leaving it at that address, in the case of a member who has notified the company of an address to be used for the purposes of electronic communications, the company may give any notice to that member by way of an electronic communication.
107 A member may give any notice to the company either by sending it by post in a pre-paid envelope addressed to the member at its registered address or by leaving it at that address; in the case of a member who has notified the member of an address to be used for the purpose of electronic communications) by way of an electronic communication.
108 Any notice, if sent by post, shall be deemed to have been given at the expiry of 24 hours after posting, for the purpose of proving that any notice was given, it shall be sufficient to prove that the envelope containing the notice was properly addressed and posted.
109 Any notice contained in an electronic communication shall be deemed to have been given at the expiry of 24 hours after it is sent; for the purposes of proving that any electronic communication was sent, it shall be sufficient to provide any of the evidence referred to in the relevant guidance issued from time to time by the Chartered Institute of Secretaries and Administrators.
111 Every director or other officer or auditor of the company shall be indemnified (to the extent permitted by sections 309A, 309B and 310 of the Act) out of the assets of the company against any loss or liability which he/she may sustain or incur in connection with the execution of the duties of his/her office including, without prejudice to that generality (but only to the extent permitted by those sections of the Act), any liability incurred by him/her in defending any proceedings, whether civil or criminal, in which judgement is given in his/her favour or in which he/she is acquitted or in connection with any application in which relief is granted to him/her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the company.
112 For the avoidance of doubt, the company shall be entitled to purchase and maintain for any director insurance against any loss or liability which he/she may sustain or incur in connection with the execution of the duties of his/her office, and such insurance may extend to liabilities of the nature referred to in section 309A(1) of the Act (negligence etc. of a director).
113 In these articles,
"the Act"means the Companies Act 1985; any reference in these articles to a provision of the Act shall be taken to include any statutory modification or re-enactment of that provision which is in force at the time;
"electronic communication"has the same meaning as is assigned to that expression in the Electronic Communications Act 2000..