Articles of Association

This page shows the text of the Articles of Association in bold with explanatory notes in italic. Headers are not part of the text. It is based on the United Kingdom Charity Commission's Model legal documents for Companies Limited by Guarantee set out here. Additions to the Model documents are underlined and removals are struck through

Constitution Articles of Association — Vision, Mission and Values — Staff — Board of Trustees — Chapter Agreement — Membership Rules — Election Rules

A pdf version of this document is available at

THE COMPANIES ACTS 1985 AND 2006

ARTICLES OF ASSOCIATION OF WIKI UK LIMITED

COMPANY LIMITED BY GUARANTEE

Note: The Companies Act 2006 reorganised the structure of the Memorandum and Articles of Association so that most of the Memorandum - the Object clause, the Powers clause, the Application of Property clause and most of the Members and their liability clause - will in future form part of the Articles. Section 28 of the Act provides that on 1 October 2009 (the implementation date) these section are automatically transferred to the Articles. References in the 2006 Act to "Articles" should be read accordingly to include these clauses of the Memorandum.

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, a text message number or any other electronic point of contact at which the member has explicitly consented to receiving messages, 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.

2.2 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.

2.3(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.

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

2.3(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.

2.4 Membership is not transferable to anyone else.

2.5 The Directors must keep a register of names and addresses of the members.

Note: In limited cases, this register may be disclosed to people who apply to the company for disclosure if they have a "proper purpose". Further information is given in this guidance. The names, but not addresses, of members listed in the register is also disclosed on the Annual Return submitted to Companies House which is publicly available for a fee.

Classes of Membership

3.1 The Directors may establish classes of membership with different rights and obligations if a general meeting authorises this with a Special Resolution

3.2 Where the Directors have established a new class of membership under clause 3.1, they and shall record the rights and obligations in the register of members.

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

3.4 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.

3.5 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:

4.1 the member dies or, if it is an organisation, ceases to exist

4.2 the member resigns by written notice to the charity unless, after the resignation, there would be fewer than two members

4.3 any sum due from the member to the charity is not paid in full within six months of it falling due

4.4 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.

4.5 Any such termination may be overturned by an ordinary resolution of members at, or prior to, the next announced general meeting

It may be overturned at the next general meeting by the passing of a resolution at that meeting; it may be overturned prior to the next general meeting by the passing of a written resolution under Article 12. The next "announced" general meeting refers to the next time that notice is given of a general meeting (see Article 6). If, for instance, notice is given on 13 September that a general meeting will be held on 13 October and then the Directors decide on 25 September to remove a member from membership, the next announced general meeting will not refer to the meeting on 13 October but to the following general meeting.

General meetings

The General Meeting is the senior body of the charity. It comprises all the members and meets once per year, or more often if required. The main functions of the General Meeting are set down in the Companies Acts and include:

• Electing the Board, who are in charge of the day to day activities of the charity
• Establishing the rules - the Memorandum and Articles of Association and any Special Resolutions - including setting out which decisions are to be made by the General Meeting and which by the Board
• Approving the annual accounts and appointing the auditor (if any)

5.1 The charity must hold its first Annual General Meeting within eighteen months after the date of its incorporation.

The intention of the interim Board is to hold the first AGM within six months of incorporation; however it was decided not to incorporate this into this Article in case events outside the control of the Board cause this to over-run by a short period (or if the current board does not succeed in setting up the chapter, so that a successor board can use the framework being set up now if they wish). A "General Meeting" is a meeting of the members of the charity as opposed to a "Board meeting" which is a meeting of the Directors.

5.2 An Annual General Meeting must be held in each subsequent year and not more than fifteen months may elapse between successive Annual General Meetings.

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

Although not explicitly stated in the Articles, under s303 of the Companies Act, 10% of the membership may require the directors to call a General Meeting.

Notice of General Meetings

6.1 The minimum periods of notice required to hold a general meeting of the charity are:

(a) twenty-one clear days for an Annual General Meeting or a general meeting called for the passing of a Special Resolution;

(b) fourteen clear days for all other general meetings.

6.2 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.

6.3 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 11 of these Articles.

6.4 The notice must be given to all the members and to the Directors and auditors.

Note: UK Charities are obliged to appoint an independent auditor to verify the accuracy of the financial accounts if the gross income of the charity exceeds £500,000 or if the turnover exceeds £100,000 and the gross assets exceed £2.8m. If the gross income exceeds £10,000 the charity must appoint an "independent examiner" to review its accounts. Below £10,000 there is no requirement for external verification but the annual accounts must be prepared under specified accounting regulations set out in the Charities "Statement of Recognised Practice".

The auditor or independent examiner, if any, will be appointed by the members in a general meeting or by the Board of Directors and will report to the charity's members at the Annual General Meeting. The AGM will also approve the reappointment of the auditor.

An audit may also be required by a resolution of not less than 10% of the members of the charity.

6.5 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.

Note: In addition, under section 303 of the Companies Act 2006, 10% of the membership acting together can require the directors to call a general meeting. The required percentage is 5% where more than 12 months have passed since the last AGM

Quorum at general meetings

7.1 No business shall be transacted at any general meeting unless a quorum is present.

7.2 A quorum is the greater of:

(a) Ten members present in person or by proxy and entitled to vote upon the business to be conducted at the meeting; or

(b) one tenth of the total membership at the time

7.3 The authorised representative of a member organisation shall be counted in the quorum.

7.4 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. 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.

If the meeting is an Annual General Meeting, the adjourned meeting must be held within the timelimits specified in Article 5.2 or 5.1.

7.5 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.

Chairing of general meetings

8.1 General meetings shall be chaired by the person who has been appointed to chair meetings of the Directors.

8.2 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.

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

8.4 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 shall choose one of their number to chair the meeting.

Adjournment of general meetings

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

9.2 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.

9.3 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.

9.4 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.

Voting at general meetings

10.1 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

(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.

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

10.3 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.

10.4 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.

10.5 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.

10.6 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.

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

10.8 A poll demanded on the election of a person to chair a meeting or on a question of adjournment must be taken immediately. 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, except that:

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

(b) 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.

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

Proxies

11.1 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.

11.2 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)

"Wiki UK Limited

I/We, [name(s)], of [address(es)], being a member/members of the above-named charity, hereby appoint [Proxy name] of [Proxy address], or failing him/her, [Alternative Proxy] of [Alternative Proxy address], as my/our proxy to vote in my/our name[s] on my/our behalf at the general meeting of the charity to be held on [Date of Meeting] and at any adjournment thereof. Signed on [Date]"

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)

"Wiki UK Limited

I/We, [name(s)], of [address(es)], being a member/members of the above-named charity, hereby appoint [Proxy name] of [Proxy address], or failing him/her, [Alternative Proxy] of [Alternative Proxy address], as my/our proxy to vote in my/our name[s] on my/our behalf at the general meeting of the charity to be held on [Date of Meeting] and at any adjournment thereof.

Resolution [Insert Number]: [Insert "For" or "Against"]

Unless otherwise instructed, the proxy may vote as s/he thinks fit or abstain from voting.

Signed on [Date]"

11.3 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) must 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.

11.4 An appointment of proxy which is not deposited, delivered or received in a manner described above shall be invalid.

11.5 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

12. 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

13. Votes of Members

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

13.2 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.

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

14.1 A Director must be a natural person aged 16 years or older except that a person aged under 18 may not be appointed a Director if after their appointment a majority of Directors would be aged under 18.

The purpose of this clause is to satisfy the Charity Commission that the charity will be properly managed (see Wikimedia UK v2.0/Candidate FAQs#Why do Board candidates have to be over 18?)

14.2 No one may be appointed a Director if he or she would be disqualified from acting under the provisions of Article 18.1.

14.3 The number of Directors shall be not less than three but (unless otherwise determined by ordinary resolution) shall not be subject to any maximum.

14.4 The first Directors shall be those persons notified to Companies House as the first directors of the charity.

14.5 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

15.1 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.

Note: A Special Resolution is a resolution of the members passed in a valid quorate General Meeting that has the support of 75% or more of the members present or by Written Resolution that has the support of 75% or more of the members. (see here)

The chapter has currently passed two Special Resolutions restricting the powers of the directors, both at the 2009 AGM. The first entrenched the Election Rules and the second entrenched the Chapter Agreement.

15.2 No alteration of the Memorandum or these Articles or any Special Resolution shall have retrospective effect to invalidate any prior act of the Directors.

15.3 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 of Directors

16.1 Providing that one or more valid nominations for Directors are received, At the first Annual General Meeting all the Directors shall retire from office at each Annual General Meeting 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.

16.2 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.

16.2 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 Model Article contain a provision for one third of Directors to retire each year by rotation; the interim Board decided to have full elections every year. The only exception is that valid nominations must be received for at least one director - this prevents a situation where the chapter is left with no directors.

Note: Under the Companies Act 2006 (s138) the members may also remove a Director in a general meeting if 28 days notice is given of the proposed removal

Appointment of Directors

17.1 The charity may by ordinary resolution appoint a person who is willing to act to be a Director

(b) determine the rotation in which any additional Directors are to retire.

The precise election rules will be specified via Rules adopted under Article 28

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

(a) he or she is retiring as a Director recommended for re-election by the Directors; or

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

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

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

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

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

17.3 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.

Note: These provisions were included in the Companies Act 1985 "Table A" Model Articles but were removed from the 2006 Act Model Articles for private companies as a simplification measure. [1] [2] (Model Articles Regulations draft guidance)

17.4 Where a vacancy has arisen due to the resignation, death or ineligibility of a Director, , the remaining Directors may by a unanimous decision at a meeting of the Directors appoint a person who is willing to act to fill the vacancy be a Director. 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.

The Model Articles give the Directors broad powers to appoint additional directors to the Board; however, our charity will be member-led and we want the norm to be that directors are elected by the members; the sole exception allowed is where a director has resigned, the remaining directors may replace him or her until the next AGM with another person if they unanimously agree.

17.5 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

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

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

(b) 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);

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

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

(e) 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

(f) 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.

Note: Under the Companies Act 2006 (s138) the members may also remove a Director in a general meeting if 28 days notice is given of the proposed removal

Directors' remuneration

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

Proceedings of Directors

20.1 The Directors may regulate their proceedings as they think fit, subject to the provisions of the articles.

20.2 Any Director may call a meeting of the Directors. The secretary must call a meeting of the Directors if requested to do so by a Director.

20.3 In addition to an in-person meeting, a meeting of the directors may take place using any electronic, text-, voice- or video-based, real-time communication medium, where all directors present can send and receive messages from all other directors present.

This clause allows, among others, meetings on IRC

20.4 Questions arising at a meeting shall be decided by a majority of votes.

20.5 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.

20.6 The quorum shall be two or a majority of the Directors 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.

20.7 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.

20.8 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.

20.9 The Directors shall appoint a Director to chair their meetings and may at any time revoke such appointment

20.10 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.

20.11 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.

20.12 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.

20.13 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 of Directors' powers

21.1 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.

21.2 The Directors may impose conditions when delegating, including the conditions that:

(a) the relevant powers are to be exercised exclusively by the committee to whom they delegate;

(b) no expenditure may be incurred on behalf of the charity except in accordance with a budget previously agreed with the Directors.

21.3 The Directors may revoke or alter a delegation.

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

A proposal was received to extend the delegation of powers to committees of non-Directors; however we were advised that delegation must be limited to directors or a committee of directors because members do not have a fiduciary responsibility to the charity

Director's Interests

22.1 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).

22.2 Subject to paragraph 22.3, 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:

(a) who was disqualified from holding office;

(b) who had previously retired or who had been obliged by the constitution to vacate office;

(c) 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.

22.3 Article 22.2 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 Article 22.2, the resolution would have been void, or if the Director has not complied with Article 22.1.

Seal

23 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

24. The Directors must keep minutes of all:

(a) appointments of officers made by the Directors;

(b) proceedings at meetings of the charity;

(c) meetings of the Directors and committees of Directors including:

(i) the names of the Directors present at the meeting;

(ii) the decisions made at the meetings; and

(iii) where appropriate the reasons for the decisions.

Accounts etc

25.1 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

25.2 The Directors must keep accounting records as required by the 2006 Act.

25.3 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.

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

25.5 Any notice to be given to or by any person pursuant to the articles must be in writing or must be given using electronic communications.

Notices

26.1 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.

See the "Interpretation" section for the definition of an address

26.2 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.

26.3 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.

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

26.5 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.

This guidance is available from the ICSA website. In summary, the guidance say when sending emails a company should:

(a) alert those members who elect to receive communications electronically that the company’s obligation is satisfied when it transmits an electronic message and that it cannot be held responsible for a failure in transmission beyond its control

(b) use a system that creates a record of the recipients to whom the message in sent (e.g. in the Sent Items folder)

(c) retain this record

(d) retain any notice of failed transmission (excluding "Out of Office" replies)

(e) send a hard copy to any member's postal address within 48 hours of receipt of a failed transmission message where this cannot be rectified

26.6 A notice shall be deemed to be given 48 hours after the envelope containing it was posted; or, in the case of an electronic communication, 48 hours after it was sent.

Indemnity

Option 1A

27 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

27 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.

This option was taken as it was most permissive, allowing the Directors to make the most appropriate decision in the future

Option 2

27 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

27 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

28 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.

28.1 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.

28.2 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 these Articles.

28.3 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.

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

Two Rules have currently been adopted:

(i) the Election Rules (adopted by the Board in January 2009 and entrenched by the 2009 AGM)

(ii) the Membership Rules (adopted by the 2009 AGM)

Signature

[Signature]

[Names of Subscribers]

[Addresses of Subscribers]

[Date]

Witness to the above Signatures:

[Name]

[Address]

[Occupation]