Articles of Association

Draft Articles of Association

THE COMPANIES ACTS 1985 AND 2006 COMPANY LIMITED BY GUARANTEE 

Articles of Association of Wiki Information Network Limited

Interpretation. 
1 	In these articles: "the 1985 Act" means the Companies Act 1985; "the
	2006 Act" means the Companies Act 2006; "address" means a postal address or,
	for the purposes of electronic communication, a fax number, an e-mail or postal
	address or a text message number in each case registered with the charity; "the
	charity" means the company intended to be regulated by these articles; 

	"clear days" in relation to the period of a notice means a period excluding: 
	• the day when the notice is given or deemed to be given; and 
	• the day for which it is given or on which it is to take effect; 

	"the Commission" means the Charity Commission for England and Wales; 
	"the memorandum" means the memorandum of association of the charity; 
	"officers" includes the Directors and the secretary; 
	"the seal" means the common seal of the charity if it has one; 
	"secretary" means the secretary of the charity or any other person appointed to
	perform the duties of the secretary of the charity, including a joint,
	assistant or deputy secretary; 
	"the Directors" means the directors of the charity. The directors are charity
	trustees as defined by Section 97 of the Charities Act 1993; 
	"the United Kingdom" means Great Britain and Northern Ireland; and 
	words importing one gender shall include all genders, and the singular includes
	the plural and vice versa. 
	Unless the context otherwise requires words or expressions contained in these
	articles have the same meaning as in the 1985 Act or the 2006 Act but excluding
	any statutory modification not in force when this constitution becomes binding
	on the charity. 

	Apart from the exception mentioned in the previous paragraph a reference to an
	Act of Parliament includes any statutory modification or re-enactment of it for
	the time being in force. 
	The provisions of the Memorandum to the extent that they could have been
	contained in the Articles shall take effect as though repeated here. 

Members. 

2 	(1)	The subscribers to the memorandum are the first members of the charity. 

	(2)	Membership is open to other individuals or organisations who: 

		(a)	apply to the charity in the form required by the Directors; and 

		(b) 	are approved by the Directors. 

	(3)	(a)	The Directors may only refuse an application for membership if, acting
			reasonably and properly, they consider it to be in the best interests of the
			charity to refuse the application. 

		(b)	The Directors must inform the applicant in writing of the reasons for the
			refusal within twenty-one days of the decision. 

		(c) 	The Directors must consider any written representations the applicant
			may make about the decision. The Directors' decision following any written
			representations must be notified to the applicant in writing but shall be
			final. 

	(4)	Membership is not transferable to anyone else. 

	(5)	The Directors must keep a register of names and addresses of the members. 


Classes of Membership. 

3	(1)	The Directors may establish classes of membership with different rights
		and obligations and shall record the rights and obligations in the register of
		members. 

	(2)	The Directors may not directly or indirectly alter the rights or
		obligations attached to a class of membership. 

	(3)	The rights attached to a class of membership may only be varied if: 

		(a)	three-quarters of the members of that class consent in writing to the
			variation; or 

		(b)	a special resolution is passed at a separate general meeting of the members
			of that class agreeing to the variation. 

	(4)	The provisions in these articles about general meetings shall apply to any
		meeting relating to the variation of the rights of any class of members. 


Termination of Membership. 

4 	Membership is terminated if: 

	(1)	the member dies or, if it is an organisation, ceases to exist; 

	(2)	the member resigns by written notice to the charity unless, after the
		resignation, there would be fewer than two members; 

	(3)	any sum due from the member to the charity is not paid in full within
		six months of it falling due; 

	(4)	the member is removed from membership by a resolution of the Directors that
		it is in the best interests of the charity that his or her membership is
		terminated. A resolution to remove a member from membership may only be passed
		if: 

		(a)	the member has been given at least twenty-one days' notice in writing of
			the meeting of the Directors at which the resolution will be proposed and the
			reasons why it is to be proposed; 

		(b)	the member or, at the option of the member, the member's representative
			(who need not be a member of the charity) has been allowed to make
			representations to the meeting. 


General meetings. 

5	(1)	The charity must hold its first annual general meeting within eighteen
		months after the date of its incorporation. 

	(2)	An annual general meeting must be held in each subsequent year
		and not more than fifteen months may elapse between successive annual
		general meetings. 

6 	The Directors may call a general meeting at any time. 

Notice of general meetings. 
7	(1)	The minimum periods of notice required to hold a general
		meeting of the charity are: 
		• twenty-one clear days for an annual general meeting or a
		  general meeting called for the passing of a special resolution; 
		• fourteen clear days for all other general meetings. 

	(2)	A general meeting may be called by shorter notice if it is so agreed by a
		majority in number of members having a right to attend and vote at the meeting
		who together hold not less than 90 percent of the total voting rights. 

	(3)	The notice must specify the date time and place of the meeting and the
		general nature of the business to be transacted. If the meeting is to be an
		annual general meeting, the notice must say so. The notice must also contain a
		statement setting out the right of members to appoint a proxy under section 324
		of the Companies Act 2006 and article 14 of these articles. 

	(4)	The notice must be given to all the members and to the Directors and
		auditors. 

8 	The proceedings at a meeting shall not be invalidated because a person
	who was entitled to receive notice of the meeting did not receive it because of
	an accidental omission by the charity. 

Proceedings at general meetings. 

9	(1)	No business shall be transacted at any general meeting unless a quorum is present. 

	(2)	A quorum is: 
		• [ ] members present in person or by proxy and entitled to vote upon the
		  business to be conducted at the meeting; or 
		• one tenth of the total membership at the time 
		  whichever is the greater. 
	(3)	The authorised representative of a member organisation shall be counted in the quorum. 

10 	(1) If: 

		(a)	a quorum is not present within half an hour from the
			time appointed for the meeting; or 

		(b)	during a meeting a quorum ceases to be present; 

	the meeting shall be adjourned to such time and place as the Directors shall determine. 

	(2)	The Directors must reconvene the meeting and must give at least seven clear
		days' notice of the reconvened meeting stating the date, time and place of the
		meeting. 

	(3)	If no quorum is present at the reconvened meeting within fifteen minutes of
		the time specified for the start of the meeting the members present in person
		or by proxy at that time shall constitute the quorum for that meeting. 

11	(1)	General meetings shall be chaired by the person who has been appointed
		to chair meetings of the Directors. 

	(2)	If there is no such person or he or she is not present within fifteen
		minutes of the time appointed for the meeting a Director nominated by the
		Directors shall chair the meeting. 

	(3)	If there is only one Director present and willing to act, he or she shall
		chair the meeting. 

	(4)	If no Director is present and willing to chair the meeting within fifteen
		minutes after the time appointed for holding it, the members present in person
		or by proxy and entitled to vote must choose one of their number to chair the
		meeting. 

12	(1)	The members present in person or by proxy at a meeting may resolve by
		ordinary resolution that the meeting shall be adjourned. 

	(2)	The person who is chairing the meeting must decide the date time and place
		at which the meeting is to be reconvened unless those details are specified in
		the resolution. 

	(3)	No business shall be conducted at a reconvened meeting unless it could
		properly have been conducted at the meeting had the adjournment not taken
		place. 

	(4)	If a meeting is adjourned by a resolution of the members for more than
		seven days, at least seven clear days' notice shall be given of the reconvened
		meeting stating the date time and place of the meeting. 

13	(1)	Any vote at a meeting shall be decided by a show of hands unless before,
		or on the declaration of the result of, the show of hands a poll is demanded: 

		(a)	by the person chairing the meeting; or 

		(b)	by at least two members present in person or by proxy and having the right
			to vote at the meeting; or 

		(c) 	by a member or members present in person or by proxy representing not
			less than one-tenth of the total voting rights of all the members having the
			right to vote at the meeting. 

	(2)	(a)	The declaration by the person who is chairing the meeting of the result
			of a vote shall be conclusive unless a poll is demanded. 

		(b)	The result of the vote must be recorded in the minutes of the charity but
			the number or proportion of votes cast need not be recorded. 

	(3)	(a)	A demand for a poll may be withdrawn, before the poll is taken, but
			only with the consent of the person who is chairing the meeting. 

		(b)	If the demand for a poll is withdrawn the demand shall not invalidate the
			result of a show of hands declared before the demand was made. 

	(4)	(a)	A poll must be taken as the person who is chairing the meeting directs,
			who may appoint scrutineers (who need not be members) and who may fix a time
			and place for declaring the results of the poll. 

		(b)	The result of the poll shall be deemed to be the resolution of the meeting
			at which the poll is demanded. 

	(5)	(a)	A poll demanded on the election of a person to chair a meeting or on a
			question of adjournment must be taken immediately. 

		(b)	A poll demanded on any other question must be taken either immediately or
			at such time and place as the person who is chairing the meeting directs. 

		(c)	The poll must be taken within thirty days after it has been demanded. 

		(d)	If the poll is not taken immediately at least seven clear days' notice
			shall be given specifying the time and place at which the poll is to be taken. 

		(e)	If a poll is demanded the meeting may continue to deal with any other
			business that may be conducted at the meeting. 

Proxies: appointment and voting. 

14	(1)	Any member is entitled to appoint another person as a proxy to exercise
		all or any of the member’s rights to attend and to speak and vote at a general
		meeting of the charity. 

	(2)	The appointment of a proxy shall be executed by or on behalf of the
		appointor and shall be in the following form (or in a form as near thereto as
		circumstances allow or in any other form which is usual or which the directors
		may approve) ­

“charity name ............ 
I/We, ............, of ............, being a member/members of the above-named
charity, hereby appoint ............ of ............, or failing him/her,
............ of ............, as my/our proxy to vote in my/our name[s] and on
my/our behalf at the general meeting of the charity to be held on ............
20............, and at any adjournment thereof. 
Signed on ............ 20............”. 

	(3)	Where it is desired to afford members an opportunity of instructing the
		proxy how to act the appointment of a proxy shall be in the following form (or
		in a form as near thereto as circumstances allow or in any other form which is
		usual or which the directors may approve) ­

“charity name ............ 

I/We, ............, of ............, being a member/members of the above-named
charity, hereby appoint ............ of ............, or failing him/her,
............ of ............, as my/our proxy to vote in my/our name[s] and on
my/our behalf at the general meeting of the charity, to be held on ............
20............, and at any adjournment thereof. 
This form is to be used in respect of the resolutions mentioned below as follows: 
Resolution No. 1 *for *against Resolution No. 2 *for *against. 
*Strike out whichever is not desired. 
Unless otherwise instructed, the proxy may vote as s/he thinks fit or abstain from voting. 
Signed this ............ day of ............ 20............”. 

(4)	The appointment of a proxy and any authority under which it is executed (or
	a copy of such authority certified by a notary or in some other way approved by
	the directors) may be lodged with the charity as follows: 

	(i) 	in the case of an instrument in writing be deposited at the
		office or at such other place within the United Kingdom as is specified
		in the notice convening the meeting or in any instrument of proxy sent
		out by the charity in relation to the meeting not less than 48 hours
		before the time for holding the meeting or adjourned meeting at which
		the person named in the instrument proposes to vote; or 

	(ii)	in the case of an appointment contained in an electronic communication,
		where an address has been specified for the purpose of receiving electronic
		communications ­

		(a)	in the notice convening the meeting, or 

		(b)	in any instrument of proxy sent out by the charity in relation to the
			meeting, or 

		(c) 	in any invitation contained in an electronic communication to appoint a
			proxy issued by the charity in relation to the meeting, 

		it must be received at such address not less than 48 hours
		before the time for holding the meeting or adjourned meeting at
		which the person named in the appointment proposes to vote; 

	(iii)	in the case of a poll taken more than 48 hours after it is
		demanded, be deposited or received as aforesaid after the poll has been
		demanded and not less than 24 hours before the time appointed for the
		taking of the poll; or 

	(iv)	where the poll is not taken forthwith but is taken not more than
		48 hours after it was demanded, be delivered at the meeting at which
		the poll was demanded to the person chairing the meeting or to the
		secretary or to any director. 

(5)	An appointment of proxy which is not deposited, delivered or received
	in a manner described in sub-clauses 14(4) shall be invalid. 

(6)	A vote given or poll demanded by proxy or by the duly authorised
	representative of a member which is an organisation shall be valid even if the
	authority of the person voting or demanding a poll has been determined unless
	notice of the determination was received by the charity at: 

	(i) 	its registered office, or 

	(ii) 	at such other place at which the instrument of proxy was duly deposited, or 

	(iii)	(where the appointment of the proxy was contained in an
		electronic communication) at the address at which such appointment was
		duly received before the commencement of the meeting or adjourned
		meeting at which the vote is given or the poll demanded or (in the case
		of a poll taken otherwise than on the same day as the meeting or
		adjourned meeting) the time appointed for taking the poll. 

Written resolutions. 

15 	A resolution in writing agreed by a simple majority of the members who
	would have been entitled to vote upon it had it been proposed at a general
	meeting shall be effective provided that a copy of the proposed resolution has
	been sent to every eligible member and a simple majority of members has
	signified its agreement to the resolution in an authenticated document which
	has been received at the registered office within the period of 28 days
	beginning with the circulation date. A resolution in writing may comprise
	several copies to which one or more members have signified their agreement. In
	the case of a member that is an organisation, its authorised representative may
	signify its agreement. 
	Votes of members. 

16 	Subject to Article 3, every member, whether an individual or an
	organisation shall have one vote. 

17 	Any objection to the qualification of any voter must be raised at the
	meeting at which the vote is tendered and the decision of the person who is
	chairing the meeting shall be final.

18 	(1) Any organisation that is a member of the charity may nominate any
	person to act as its representative at any meeting of the charity. 

	(2) The organisation must give written notice to the charity of the
	name of its representative. The nominee shall not be entitled to
	represent the organisation at any meeting unless the notice has been
	received by the charity. The nominee may continue to represent the
	organisation until written notice to the contrary is received by the
	charity. 

	(3) Any notice given to the charity will be conclusive evidence that
	the nominee is entitled to represent the organisation or that his or
	her authority has been revoked. The charity shall not be required to
	consider whether the nominee has been properly appointed by the
	organisation. 


Directors. 

19 	(1) A Director must be a natural person aged 16 years or older. 
	(2) No one may be appointed a Director if he or she would be
	disqualified from acting under the provisions of Article 31. 
20 	The number of Directors shall be not less than three but (unless
	otherwise determined by ordinary resolution) shall not be subject to any
	maximum. 
21 	The first Directors shall be those persons notified to Companies House
	as the first directors of the charity. 
22 	A Director may not appoint an alternate director or anyone to act on
	his or her behalf at meetings of the Directors. 

Powers of Directors. 
23	(1) The Directors shall manage the business of the charity and may
	exercise all the powers of the charity unless they are subject to any
	restrictions imposed by the 1985 Act or the 2006 Act, the memorandum, these
	articles or any special resolution. 

	(2) No alteration of the memorandum or these articles or any special
	resolution shall have retrospective effect to invalidate any prior act
	of the Directors. 

	(3) Any meeting of Directors at which a quorum is present at the time
	the relevant decision is made may exercise all the powers exercisable
	by the Directors. 


Retirement. 

24 	At the first annual general meeting all the Directors must retire from
	office unless by the close of the meeting the members have failed to elect
	sufficient Directors to hold a quorate meeting of the Directors. At each
	subsequent annual general meeting one-third of the Directors or, if their
	number is not three or a multiple of three, the number nearest to one third
	must retire from office. If there is only one Director he or she must retire. 

25	(1) The Directors to retire by rotation shall be those who have been
	longest in office since their last appointment. If any Directors became or were
	appointed Directors on the same day those to retire shall (unless they
	otherwise agree among themselves) be determined by lot. 

	(2) If a Director is required to retire at an annual general meeting by
	a provision of these articles the retirement shall take effect upon the
	conclusion of the meeting. 

The Appointment of Directors. 
26 	The charity may by ordinary resolution: 
	• appoint a person who is willing to act to be a Director; and 
	• determine the rotation in which any additional Directors are to retire. 

27 	No person other than a Director retiring by rotation may be appointed a
	Director at any general meeting unless: 

	(1) he or she is recommended for re-election by the Directors; or 

	(2) not less than fourteen nor more than thirty-five clear days
	before the date of the meeting, the charity is given a notice that: 

		(a)	is signed by a member entitled to vote at the meeting; 

		(b)	states the member's intention to propose the appointment of
			a person as a Director; 

		(c) 	contains the details that, if the person were to be
			appointed, the charity would have to file at Companies House;
			and 

		(d)	is signed by the person who is to be proposed to show his
			or her willingness to be appointed. 

28 	All members who are entitled to receive notice of a general meeting
must be given not less than seven nor more than twenty-eight clear days' notice
of any resolution to be put to the meeting to appoint a Director other than a
Director who is to retire by rotation. 

29	(1) The Directors may appoint a person who is willing to act to be a Director. 

	(2) A Director appointed by a resolution of the other Directors must retire at
	the next annual general meeting and must not be taken into account in
	determining the Directors who are to retire by rotation. 

30 	The appointment of a Director, whether by the charity in general
	meeting or by the other Directors, must not cause the number of Directors to
	exceed any number fixed as the maximum number of Directors. 
	Disqualification and removal of Directors. 

31 	A Director shall cease to hold office if he or she: 

	(1) 	ceases to be a Director by virtue of any provision in the Act
		or is prohibited by law from being a director; 

	(2)	is disqualified from acting as a Trustee by virtue of section
		72 of the Charities Act 1993 (or any statutory re-enactment or
		modification of that provision); 

	(3) 	ceases to be a member of the charity; 

	(4)	becomes incapable by reason of mental disorder, illness or injury
		of managing and administering his or her own affairs; 

	(5) 	resigns as a Director by notice to the charity (but only if at
		least two Directors will remain in office when the notice of
		resignation is to take effect); or 

	(6)	is absent without the permission of the Directors from all
		their meetings held within a period of six consecutive months and the
		Directors resolve that his or her office be vacated. 


Directors' remuneration. 

32 	The Directors must not be paid any remuneration unless it is authorised
	by clause 5 of the Memorandum. 

Proceedings of Directors. 
33	(1)	The Directors may regulate their proceedings as they think fit,
		subject to the provisions of the articles. 

	(2)	Any Director may call a meeting of the Directors. 

	(3)	The secretary must call a meeting of the Directors if requested to
		do so by a Director. 

	(4)	Questions arising at a meeting shall be decided by a majority of
		votes. 

34	(1)	No decision may be made by a meeting of the Directors unless a quorum is
		present at the time the decision is purported to be made. 

	(2)	The quorum shall be two or the number nearest to one third of the
		total number of Directors, whichever is the greater, or such larger
		number as may be decided from time to time by the Directors. 

	(3)	A Director shall not be counted in the quorum present when any
		decision is made about a matter upon which that Director is not
		entitled to vote. 

35 	If the number of Directors is less than the number fixed as the quorum,
	the continuing Directors or Director may act only for the purpose of filling
	vacancies or of calling a general meeting. 

36	(1)	The Directors shall appoint a Director to chair their meetings and
		may at any time revoke such appointment. 

	(2)	If no-one has been appointed to chair meetings of the Directors
		or if the person appointed is unwilling to preside or is not present
		within ten minutes after the time appointed for the meeting, the
		Directors present may appoint one of their number to chair that
		meeting. 

	(3)	The person appointed to chair meetings of the Directors shall
		have no functions or powers except those conferred by these articles or
		delegated to him or her by the Directors. 

37	(1)	A resolution in writing agreed by a simple majority of all the
		Directors entitled to receive notice of a meeting of Directors or of a
		committee of Directors and to vote upon the resolution shall be as valid and
		effectual as if it had been passed at a meeting of the Directors or (as the
		case may be) a committee of Directors duly convened and held provided that: 

		(a) 	a copy of the resolution is sent or submitted to all
			the Directors eligible to vote; and 

		(b)	a simple majority of Directors has signified its
			agreement to the resolution in an authenticated document or
			documents which are received at the registered office within
			the period of 28 days beginning with the circulation date. 

	(2)	The resolution in writing may comprise several documents containing
		the text of the resolution in like form to each of which one or more
		Directors has signified their agreement. 

Delegation. 
38	(1)	The Directors may delegate any of their powers or functions to
		a committee of two or more Directors but the terms of any delegation must be
		recorded in the minute book. 

	(2)	The Directors may impose conditions when delegating, including the conditions that: 
		• the relevant powers are to be exercised exclusively by the committee to whom they delegate; 
		• no expenditure may be incurred on behalf of the charity
		  except in accordance with a budget previously agreed with the
		  Directors. 

	(3)	The Directors may revoke or alter a delegation. 

	(4)	All acts and proceedings of any committees must be fully and promptly reported to the Directors. 

39 	A Director must declare the nature and extent of any interest, direct
	or indirect, which s/he has in a proposed transaction or arrangement with the
	charity or in any transaction or arrangement entered into by the charity which
	has not previously been declared. A Director must absent himself or herself
	from any discussions of the Directors in which it is possible that a conflict
	will arise between his or her duty to act solely in the interests of the
	charity and any personal interest (including but not limited to any personal
	financial interest). 

40	(1)	Subject to paragraph 40(2), all acts done by a meeting of Directors,
		or of a committee of Directors, shall be valid notwithstanding the
		participation in any vote of a Director: 

		• who was disqualified from holding office; 
		• who had previously retired or who had been obliged by
		  the constitution to vacate office; 
		• who was not entitled to vote on the matter, whether
		  by reason of a conflict of interest or otherwise; 

		if without: 
		• the vote of that Director; and 
		• that Director being counted in the quorum; 

		the decision has been made by a majority of the Directors at a
		quorate meeting. 

	(2)	Paragraph 40(1) does not permit a Director to keep any benefit
		that may be conferred upon him or her by a resolution of the Directors
		or of a committee of Directors if, but for paragraph 40(1), the
		resolution would have been void, or if the Director has not complied
		with article 39. 

Seal. 

41 	If the charity has a seal it must only be used by the authority of the
	Directors or of a committee of Directors authorised by the Directors. The
	Directors may determine who shall sign any instrument to which the seal is
	affixed and unless otherwise so determined it shall be signed by a Director and
	by the secretary or by a second Director. 

Minutes. 
42 	The Directors must keep minutes of all: 

	(1)	appointments of officers made by the Directors; 

	(2)	proceedings at meetings of the charity; 

	(3) 	meetings of the Directors and committees of Directors including: 
		• the names of the Directors present at the meeting; 
		• the decisions made at the meetings; and 
		• where appropriate the reasons for the decisions. 

Accounts. 

43	(1)	The Directors must prepare for each financial year accounts as
		required by the 2006 Act. The accounts must be prepared to show a true and fair
		view and follow accounting standards issued or adopted by the Accounting
		Standards Board or its successors and adhere to the recommendations of
		applicable Statements of Recommended Practice. 

	(2)	The Directors must keep accounting records as required by the 2006 Act. 

Annual Report and Return and Register of Charities. 
44	(1)	The Directors must comply with the requirements of the Charities Act
		1993 with regard to: 

		(a)	the transmission of the statements of account to the
			charity; 

		(b)	the preparation of an Annual Report and its
			transmission to the Commission; 

		(c)	the preparation of an Annual Return and its
			transmission to the Commission. 

		(2)	The Directors must notify the Commission promptly of
			any changes to the charity's entry on the Central Register of
			Charities. 

45 	Any notice to be given to or by any person pursuant to the articles: 

	(1)	must be in writing; or 
	(2)	must be given using electronic communications.

46	(1)	The charity may give any notice to a member either: 

		(a)	personally; or 

		(b)	by sending it by post in a prepaid envelope addressed
			to the member at his or her address; or 

		(c) 	by leaving it at the address of the member; or 

		(d)	by giving it using electronic communications to the
			member's address. 

	(2)	A member who does not register an address with the charity or who
		registers only a postal address that is not within the United Kingdom
		shall not be entitled to receive any notice from the charity. 

47 	A member present in person at any meeting of the charity shall be
	deemed to have received notice of the meeting and of the purposes for which it
	was called. 

48 	(1)	Proof that an envelope containing a notice was properly
		addressed, prepaid and posted shall be conclusive evidence
		that the notice was given. 

	(2)	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. 

	(3)	A notice shall be deemed to be given: 

		(a)	48 hours after the envelope containing it was posted; or 

		(b)	in the case of an electronic communication, 48 hours
			after it was sent. 


Indemnity. 

Option 1A 
49 	The charity may indemnify any Director against any liability incurred
	by him or her in that capacity, to the extent permitted by sections 232 to 234
	of the 2006 Act. 

Option 1B 
49 	The charity may indemnify any Director, Auditor, Reporting Accountant,
	or other officer of the charity against any liability incurred by him or her in
	that capacity to the extent permitted by sections 232 to 234 of the 2006 Act. 

Option 2 
49 	The charity shall indemnify any Director or Auditor of the charity
	against any liability incurred by him or her in that capacity to the extent
	permitted by sections 232 to 234 of the 2006 Act. 

Option 3 
49 	The charity shall indemnify every Director, Auditor, Reporting
	Accountant, or other officer of the charity against any liability incurred in
	successfully defending legal proceedings in that capacity, or in connection
	with any application in which relief is granted by the court from liability for
	negligence, default, or breach of duty or breach of trust in relation to the
	charity. 

Rules. 

50	(1)	The Directors may from time to time make such reasonable and proper
		rules or bye laws as they may deem necessary or expedient for the proper
		conduct and management of the charity. 
	(2)	The bye laws may regulate the following matters but are not restricted to them: 

		(a)	the admission of members of the charity (including the
			admission of organisations to membership) and the rights and
			privileges of such members, and the entrance fees,
			subscriptions and other fees or payments to be made by members; 

		(b)	the conduct of members of the charity in relation to
			one another, and to the charity's employees and volunteers; 

		(c) 	the setting aside of the whole or any part or parts of
			the charity's premises at any particular time or times or for
			any particular purpose or purposes; 

		(d)	the procedure at general meetings and meetings of the
			Directors in so far as such procedure is not regulated by the
			Act or by these Articles; 

		(e)	generally, all such matters as are commonly the subject
			matter of company rules. 

	(3)	The charity in general meeting has the power to alter, add to
		or repeal the rules or bye laws. 

	(4)	The Directors must adopt such means as they think sufficient to
		bring the rules and bye laws to the notice of members of the charity. 

	(5)	The rules or bye laws, shall be binding on all members of the
		charity. No rule or bye law shall be inconsistent with, or shall affect
		or repeal anything contained in, the memorandum or the articles. 

Signatures, Names and Addresses of Subscribers 
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Dated: ................................................................................................................. 
Witness to the above Signatures:
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Name:
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Address: 
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Occupation:
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