The Companies Act 2006
Community Interest Company Limited by Guarantee
_____________________________________________________________
Articles of Association
of
Dancing Mountains Zen Community Interest Company
_______________________________________________________________
(CIC Limited by Guarantee, Schedule 1, Large Membership)
The Companies Act 2006
Community Interest Company Limited by Guarantee
INDEX TO THE ARTICLES
INTERPRETATION 1
1. Defined Terms 1
COMMUNITY AND INTEREST COMPANY AND ASSET LOCK 1
2. Community Interest Company 1
3. Asset Lock 1
4. Not for profit 2
OBJECTS, POWERS AND LIMITATION OF LIABILITY 2
5. Objects 2
6. Powers 2
7. Liability of members 2
DIRECTORS 2
DIRECTORS’ POWERS AND RESPONSIBILITIES 2
8. Directors’ general authority 2
9. Members’ reserve power 3
10. Chair 3
11. Directors may delegate 3
12. Committees 3
DECISION-MAKING BY DIRECTORS 3
13. Directors to take decisions collectively 3
14. Calling a Directors’ meeting 4
15. Participation in Directors’ meetings 4
16. Quorum for Directors’ meetings 4
17. Chairing of Directors’ meetings 5
18. Decision making at a meeting 5
19. Decisions without a meeting 5
20. Conflicts of interest 5
21. Directors’ power to authorise a conflict of interest 6
22. Register of Directors’ interests 6
APPOINTMENT AND RETIREMENT OF DIRECTORS 7
23. Methods of appointing directors 7
24. Termination of Director’s appointment 7
25. Directors’ remuneration 8
26. Directors’ expenses 8
MEMBERS 8
BECOMING AND CEASING TO BE A MEMBER 8
27. Becoming a member 8
28. Termination of membership 9
ORGANISATION OF GENERAL MEETINGS 9
29. General meetings 9
30. Length of notice 9
31. Contents of notice 10
32. Service of notice 10
33. Attendance and speaking at general meetings 10
34. Quorum for general meetings 10
35. Chairing general meetings 11
36. Attendance and speaking by Directors and non-members 11
37. Adjournment 11
VOTING AT GENERAL MEETINGS 12
38. Voting: general 12
39. Votes 12
40. Poll votes 13
41. Errors and disputes 14
42. Content of proxy notices 14
43. Delivery of proxy notices 14
44. Amendments to resolutions 15
WRITTEN RESOLUTIONS 15
45. Written resolutions 15
ADMINISTRATIVE ARRANGEMENTS AND MISCELLANEOUS 16
46. Means of communication to be used 16
47. Irregularities 17
48. Minutes 17
49. Records and accounts 17
50. Indemnity 17
51. Insurance 18
52. Exclusion of model articles 18
SCHEDULE 19
The Companies Act 2006
Articles of Association
of
Dancing Mountains Community Interest Company
INTERPRETATION
1. Defined Terms
The interpretation of these Articles is governed by the provisions set out in the Schedule at end of the Articles.
COMMUNITY AND INTEREST COMPANY AND ASSET LOCK
2. Community Interest Company
2.1 The Company is to be a community interest company and shall be known as “the Company” or “the Sangha” in these Memorandum and Articles of Association.
2.2 The name of the Company is: Dancing Mountains Zen C.I.C.
3. Asset Lock
3.1 The Company shall not transfer any of its assets other than for full consideration.
3.2 Provided the conditions in Article 3.3 are satisfied, Article 3.1 shall not apply to:
(a) the transfer of assets to any specified asset-locked body, or (with the consent of the Regulator) to any other asset-locked body; and
(b) the transfer of assets made for the benefit of the community other than by way of a transfer of assets into an asset-locked body.
3.3 The conditions are that the transfer of assets must comply with any restrictions on the transfer of assets for less than full consideration which may be set out elsewhere in the Memorandum and Articles of the Company.
3.4 If:
3.4.1 the Company is wound up under the Insolvency Act 1986; and
3.4.2 all its liabilities have been satisfied
3.5 For the purposes of this Article 3, the following asset-locked body is specified as a potential recipient of the Company’s assets under Articles 3.2 and 3.4:
Name: No Abode Hermitage
Charity Registration Number (if applicable): [ ]
Company Registration Number (if applicable): [ ]
Registered Office:[8 Friar’s Lane, Mill Valley, California, CA 94941 USA]
Tel: (415) 381-5441
4. Not for profit
The Company is not established or conducted for private gain: any profits or assets are used principally for the benefit of the community.
(1.) All monies will be held in a bank account under the name of ‘Dancing Mountains Zen Sangha’. Dancing Mountains Zen Memorandum and Articles shall demonstrate explicit regulations and requirements on receiving and releasing any monies from this account in keeping with current law.
(2.) A detailed financial report prepared by the Treasurer(s) shall be presented to the membership annually.
(3.) It may be possible in the future to appoint directors to paid positions when agreed by the board as appropriate.
(4.) In the event that Dancing Mountains Zen Sangha acquire properties, these properties will be held under the national and local regulations of the site. To protect those who may be responsible for the management of community properties, all assets, including bank accounts, currency, real estate, vehicles, etc, are to be accounted for using common accounting practices. If and when local Sanghas hold funds, accounting will be kept separately and detailed reports sent yearly to the Treasurer(s) of Dancing Mountains Zen CIC.
OBJECTS, POWERS AND LIMITATION OF LIABILITY
5. Objects
The objectives of Dancing Mountains Zen C.I.C. are to make accessible teachings as expressed by the Buddha’s precepts. These precepts exist to promote compassion in the world. We uphold the ancient Zen Buddhist practice and the lineage as established by Dogen Zenji (1200 to 1253), Shogaku Shunryu Suzuki (1904 to 1971) and our founding teacher, Reb Anderson (1943-). We support all teachers and students who practice in the lineage of Suzuki Roshi. We aim to promote ethical living and social responsibility in today’s world through the practice of the precepts for the welfare of all beings thus:-
The Ten Precepts
1.) We observe the precept of non-killing. We aspire to live in a manner which occasions no harm and supports all life.
2.) We observe the precept of not taking anything that is not freely offered. We aspire to lead a life that cultivates generosity.
3.) We observe the precept of not misusing sexuality. We aspire to encourage compassion and loving relations between all beings.
4.) We observe the precept of not lying. We aspire to manifest truth in all areas of our lives.
5.) We observe the precept of non-intoxication of body or mind. We aspire to live with a clear mind for the benefit of all beings.
6.) We observe the precept of not disparaging others. We aspire to see the beauty in others.
7.) We observe the precept of not praising self at the expense of others. We aspire to the realization that self and others are interdependent.
8.) We observe the precept of non-possessiveness. We aspire to live a life that cultivates mutual support.
9.) We observe the precept of not harbouring ill will. We aspire to actualize harmony.
10.) We observe the precept of upholding the triple treasure of Buddha, Dharma and Sangha. We aspire to realize intimacy with all life.
Through the practice of these teachings Dancing Mountains Zen C.I.C. exists to aid the development of awareness and to end the suffering caused by discrimination, poverty, ignorance and violence. We aim to provide opportunities for residential and non-residential training with teachers from our lineage and tradition. This aim will be supported by the practice of local communities and groups as well as the acquisition of appropriate premises throughout the UK.
We advocate peace and respect for life in all areas of society. We support those who serve in areas such as healthcare, education, prisons, community services, animal welfare and care for the environment. This respect and understanding will be advanced by the teaching of mindfulness, compassion and meditation, as understood within the ethical guidelines of The Dancing Mountains Zen tradition and lineage.
6. Powers
To further its objects the Company may do all such lawful things as may further the Company’s objects and, in particular, but, without limitation, may borrow or raise and secure the payment of money for any purpose including for the purposes of investment or of raising funds.
7. Liability of members
The liability of each member is limited to £1, being the amount that each member undertakes to contribute to the assets of the Company in the event of its being wound up while he or she is a member or within one year after he or she ceases to be a member, for:
7.1 payment of the Company’s debts and liabilities contracted before he or she ceases to be a member;
7.2 payment of the costs, charges and expenses of winding up; and
7.3 Adjustment of the rights of the contributories among themselves.
DIRECTORS
DIRECTORS’ POWERS AND RESPONSIBILITIES
8. Directors’ general authority
Subject to the Articles, the Directors are responsible for the management of the Company’s business, for which purpose they may exercise all the powers of the Company.
9. Members’ reserve power
9.1.1 The members may, by special resolution, direct the Directors to take, or refrain from taking, specific action.
9.1.2 No such special resolution invalidates anything which the Directors have done before the passing of the resolution.
10. Chair
The Directors may appoint one or two of their number to be the chair of the Directors for such term of office as they determine and may at any time remove him or her from office.
11. Directors may delegate
11.1 Subject to the Articles, two directors may delegate any of the powers which are conferred on them under the Articles:
11.1.1 to such person or committee;
11.1.2 by such means (including by power of attorney);
11.1.3 to such an extent;
11.1.4 in relation to such matters or territories; and
11.1.5 on such terms and conditions as the quorum thinks fit.
11.2 If the Directors so specify, any such delegation may authorise further delegation of the Directors’ powers by any person to whom they are delegated.
11.3 A quorum of Directors may revoke any delegation in whole or part, or alter its terms and conditions.
12. Committees
12.1 Committees to which the Directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the Articles which govern the taking of decisions by Directors.
12.2 The Directors may make rules of procedure for all or any committees, which prevail over rules derived from the Articles if they are not consistent with them.
DECISION-MAKING BY DIRECTORS
13. Directors to take decisions collectively
Any decision of the Directors must be either a majority decision at a meeting or a decision taken in accordance with Article 19.
14. Calling a Directors’ meeting
14.1 Two Directors may (and the Secretary, if any, must at the request of two Directors) call a Directors’ meeting.
14.2 A Directors’ meeting must be called by at least seven Clear Days’ notice unless either:
14.2.1 all the Directors agree; or
14.2.2 Urgent circumstances require shorter notice.
14.3 Notice of Directors’ meetings must be given to each Director.
14.4 Every notice calling a Directors’ meeting must specify:-
14.4.1 the place, day and time of the meeting; and
14.4.2 if it is anticipated that Directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
14.5 Notice of Directors’ meetings need not be in writing.
14.6 Notice of Directors’ meetings may be sent by Electronic Means to an Address provided by the Director for the purpose.
15. Participation in Directors’ meetings
15.1 Subject to the Articles, Directors participate in a Directors’ meeting, or part of a Directors’ meeting, when:
15.1.1 the meeting has been called and takes place in accordance with the Articles; and
15.1.2 they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
15.2 In determining whether Directors are participating in a Directors’ meeting, it is irrelevant where any Director is or how they communicate with each other but the meeting shall be minuted and circulated for approval within seven days.
15.3 If all the Directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.
16. Quorum for Directors’ meetings
16.1 At a director’s meeting unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
16.2 The quorum for Directors’ meetings may be fixed from time to time by a decision of the Directors but it must never be less than three.
16.3 If the total number of Directors for the time being is less than the quorum required, the Directors must not take any decision other than a decision:
16.3.1 to appoint further Directors; or
16.3.2 to call a general meeting so as to enable the members to appoint further Directors.
17. Chairing of Directors’ meetings
The Chair, if any, or in his or her absence another Director nominated by the Directors present shall preside as chair of each Directors’ meeting.
18. Decision making at a meeting
18.1 Questions arising at a Directors’ meeting shall be decided if possible by consensus and if unresolved after two meetings then by majority of votes.
18.2 In all proceedings of Directors each Director must not have more than one vote.
18.3 In case of an equality of votes, the Chair for that meeting shall have a second or casting vote.
19. Decisions without a meeting
19.1 The Directors may take a unanimous decision without a Directors’ meeting by indicating to each other by any means, including without limitation by Electronic Means, that they share a common view on a matter. Such a decision may, but need not, take the form of a resolution in Writing, copies of which have been signed by each Director or to which each Director has otherwise indicated agreement in Writing.
19.2 A decision which is made in accordance with Article 19.1 shall be as valid and effectual as if it had been passed at a meeting duly convened and held, provided the following conditions are complied with:
19.2.1 approval from each Director must be received by one person being either such person as all the Directors have nominated in advance for that purpose or such other person as volunteers if necessary (“the Recipient”), which person may, for the avoidance of doubt, be one of the Directors;
19.2.2 following receipt of responses from all of the Directors, the Recipient must communicate to all of the Directors by any means whether the resolution has been formally approved by the Directors in accordance with this Article 19.2;
19.2.3 the date of the decision shall be the date of the communication from the Recipient confirming formal approval;
19.2.4 the Recipient must prepare a minute of the decision in accordance with Article 47.
20. Conflicts of interest
20.1 Whenever a Director finds himself or herself in a situation that is reasonably likely to give rise to a Conflict of Interest, he or she must declare his or her interest to the Directors unless, or except to the extent that, the other Directors are or ought reasonably to be aware of it already.
20.2 If any question arises as to whether a Director has a Conflict of Interest, the question shall be decided by a majority decision of the other Directors.
20.3 Whenever a matter is to be discussed at a meeting or decided in accordance with Article 19 and a Director has a Conflict of Interest in respect of that matter then, subject to Article 21, he or she must:
20.3.1 remain only for such part of the meeting as in the view of the other Directors is necessary to inform the debate;
20.3.2 not be counted in the quorum for that part of the meeting; and
20.3.3 withdraw during the vote and have no vote on the matter.
20.4 When a Director has a Conflict of Interest which he or she has declared to the Directors, he or she shall not be in breach of his or her duties to the Company by withholding confidential information from the Company if to disclose it would result in a breach of any other duty or obligation of confidence owed by him or her.
21. Directors’ power to authorise a conflict of interest
21.1 The Directors have power to authorise a Director to be in a position of Conflict of Interest provided:
21.1.1 in relation to the decision to authorise a Conflict of Interest, the conflicted Director must comply with Article 20.3;
21.1.2 in authorising a Conflict of Interest, the Directors can decide the manner in which the Conflict of Interest may be dealt with and, for the avoidance of doubt, they can decide that the Director with a Conflict of Interest can participate in a vote on the matter and can be counted in the quorum;
21.1.3 the decision to authorise a Conflict of Interest can impose such terms as the Directors think fit and is subject always to their right to vary or terminate the authorisation; and
21.2 If a matter, or office, employment or position, has been authorised by the Directors in accordance with Article 21.1 then, even if he or she has been authorised to remain at the meeting by the other Directors, the Director may absent himself or herself from meetings of the Directors at which anything relating to that matter, or that office, employment or position, will or may be discussed.
21.3 A Director shall not be accountable to the Company for any benefit which he or she derives from any matter, or from any office, employment or position, which has been authorised by the Directors in accordance with Article 21.1 (subject to any limits or conditions to which such approval was subject).
22. Register of Directors’ interests
The Directors shall cause a register of Directors’ interests to be kept. A Director must declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the Company or in any transaction or arrangement entered into by the Company which has not previously been declared.
APPOINTMENT AND RETIREMENT OF DIRECTORS
23. Methods of appointing directors
23.1 Those persons notified to the Registrar of Companies as the first Directors of the Company shall be the first Directors.
23.2 Any person who is willing to act as a Director, and is permitted by law to do so, may be appointed to be a Director:
(a) by ordinary resolution; or
(b) by a decision of a quorum of the Directors.
Board and Decision Making
Establishing a democratically elected representative Board from Dancing Mountains Zen membership we shall appoint directors ordinarily from members who have received lay ordination in the lineage & tradition of San Francisco Zen Centre, or who aspire to receive lay ordination in this lineage. Those elected will demonstrate honesty, compassion and understanding toward promoting peaceful and skillful communications with all beings. Elected members will practice giving up attachment to views and will be open to suggestions from all members of the community. Board members will agree to meet a minimum of twice annually to practice together and hold a full Board meeting. Notification of the venue and dates will be given in writing in advance as indicated in the Memorandum and Articles for Dancing Mountains Zen. A process of consensus shall be presented, reviewed and revised if necessary at the beginning of each meeting. To the best of our ability all committee decisions shall be reached through this process of consensus. However, in situations of deadlock, we recognise that we may need to move to majority vote. Whilst consensus is prioritised within committee activities decisions at general meetings or AGM may normally be reached by majority vote.
The Board should consist of a minimum of the following directors:
Chairperson (s)
Treasurer (s)
Secretary (s)
Other director positions may include Membership Secretary, Publicity / Communications Officer(s) and fundraiser. Regional Officers from the north, central, southeast, southwest or other UK areas who may be elected to represent these regions especially if they are not represented in the fore-mentioned committee posts.
The Board will of a minimum of three (3) people elected by & from the membership plus up-to six (6) co-opted. The maximum size of the Board is nine. (9)
Some places on the Board may be filled by co-option to positions as required to support the work
No Board member shall hold more than one post.
23.3 Directors will be elected/re-elected annually at the AGM.
23.4 In any case where, as a result of death, the Company has no members and no Directors, the personal representatives of the last member to have died have the right, by notice in writing, to appoint a person to be a member.
23.5 For the purposes of Article 23.4, where two or more members die in circumstances rendering it uncertain who was the last to die, a younger member is deemed to have survived an older member.
24. Termination of Director’s appointment
A person ceases to be a Director as soon as:
(a) that person ceases to be a Director by virtue of any provision of the Companies Acts, or is prohibited from being a Director by law;
(b) a bankruptcy order is made against that person, or an order is made against that person in individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
(c) a composition is made with that person’s creditors generally in satisfaction of that person’s debts;
(d) the quorum of Directors reasonably believes he or she is impacted from physical or mental suffering that is seen to negatively affect the organization’s activities. Such circumstances will be dealt with individually and at all times in accordance with the precepts within the constitution of Dancing Mountains Zen CIC. In such an extreme situation as questioning of the mental capacity of an individual the quorum may agree, within current legislation on mental capacity, to suggest consultation of that individual with an external and appropriately qualified professional toward support and resolution of the problem before resorting to removal from office.
(e) notification is received by the Company from the Director that the Director is resigning from office, and such resignation has taken effect in accordance with its terms (but only if at least two Directors will remain in office when such resignation has taken effect);
(f) The Director fails to attend three consecutive meetings without good reason such as ill-health of self or a dependant or bereavement and the Directors resolve that the Director be removed for this reason; or
(g) at a general meeting of the Company, a resolution is passed that the Director be removed from office, provided the meeting has invited the views of the Director concerned and considered the matter in the light of such views.
25. Directors’ remuneration
25.1 Directors may undertake any services for the Company that the directors decided by a quorum.
25.2 Directors are entitled to such remuneration as the Directors determine:
(a) for their services to the Company as Directors; and
(b) for any other service which they undertake for the Company.
25.3 Subject to the Articles, a Director’s remuneration may:
(a) take any form; and
(b) include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.
25.4 Unless the Directors decide otherwise, Directors’ remuneration accrues from day to day.
25.5 Unless the Directors decide otherwise, Directors are not accountable to the Company for any remuneration which they receive as Directors or other officers or employees of the Company’s subsidiaries or of any other body corporate in which the Company is interested.
26. Directors’ expenses
The Company may pay any reasonable expenses which the Directors properly incur in connection with their attendance at:
(a) meetings of Directors or committees of Directors;
(b) general meetings; or
(c) separate meetings of any class of members or of the holders of any debentures of the Company,
or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Company.
MEMBERS
BECOMING AND CEASING TO BE A MEMBER
27. Becoming a member
27.1 The subscribers to the Memorandum are the first members of the Company.
Membership
Member – Entitles full voting rights. Members hold the intention, and make the effort, to support and practice with Dancing Mountains Zen sangha. Members offer a financial commitment of £4 per calendar month (p.c.m.).
27.2 Such other persons as are admitted to membership in accordance with the Articles shall be members of the Company.
27.3 No person shall be admitted a member of the Company unless he or she is approved by a Director.
27.4 Every person who wishes to become a member shall deliver to the Company an application for membership in such form (and containing such information) as the Directors require and executed by him or her.
28. Termination of membership
28.1 Membership is not transferable to anyone else.
28.2 Membership is terminated if:
28.2.1 the member dies or ceases to exist;
28.2.2 otherwise in accordance with the Articles; or
28.2.3 at a meeting of a quorum of the Directors, a resolution is passed resolving that the member be expelled on the ground that his or her continued membership is harmful to or is likely to become harmful to the interests of the Company. Such a resolution may not be passed unless the member has been given at least 14 clear days notice that the resolution is to be proposed, specifying the circumstances alleged to justify expulsion, and has been afforded a reasonable opportunity of being heard by or of making written representations to the Directors. A member expelled by such a resolution will nevertheless remain liable to pay to the Company any subscription or other sum owed by him or her up to the date of his/her expulsion.
ORGANISATION OF GENERAL MEETINGS
29. General meetings
29.1 The Directors may call a general meeting at any time.
The annual general meeting (AGM) shall be held once a year and shall have as its main business:
i Presentation of Director’s reports since the last AGM.
ii The election of the Board for the next year.
iii An agenda giving notice of the AGM must be circulated to all full voting sangha members at least twenty eight days in advance of the meeting. Nominations for the Board may be made at any time up to and during the AGM.
iv Each nomination shall include one proposer and one seconder each of whom shall be a paying member of the sangha.
v Minutes of each meeting will be kept as an ongoing record and will be made available to all members who attended the meeting.
29.2 The Directors must call a general meeting if required to do so by the members under the Companies Acts.
30. Length of notice
All general meetings must be called by either:
30.1 at least 28 Clear Days’ notice; or
30.2 shorter notice if it is so agreed by a majority of the members having a right to attend and vote at that meeting. Any such majority must together represent at least 75% of the total voting rights at that meeting of all the members.
31. Contents of notice
31.1 Every notice calling a general meeting must specify the place, day and time of the meeting, whether it is a general or an annual general meeting, and the general nature of the business to be transacted.
31.2 If a special resolution is to be proposed, the notice must include the proposed resolution and specify that it is proposed as a special resolution.
31.3 In every notice calling a meeting of the Company there must appear with reasonable prominence a statement informing the member of his or her rights to appoint another person as his or her proxy at a general meeting.
32. Service of notice
Notice of general meetings must be given to every member, to the Directors and to the auditors of the Company.
33. Attendance and speaking at general meetings
33.1 A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
33.2 A person is able to exercise the right to vote at a general meeting when:
33.2.1 that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and
33.2.2 that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
33.3 The Directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
33.4 In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
33.5 Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
34. Quorum for general meetings
34.1 No business (other than the appointment of the chair of the meeting) may be transacted at any general meeting unless a quorum is present.
34.2 Five persons entitled to vote on the business to be transacted (each being a member, or a proxy for a member); or 10% (rounded down) of the total membership (represented in person or by proxy), whichever is least with a minimum of three, shall be a quorum.
34.3 If a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such time and place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting those present and entitled to vote shall be a quorum.
35. Chairing general meetings
35.1 The Chair (if any) or in his or her absence some other Director nominated by the Directors will preside as chair of every general meeting.
35.2 If neither the Chair nor such other Director nominated in accordance with Article 35.1 (if any) is present within fifteen minutes after the time appointed for holding the meeting and willing to act, the Directors present shall elect one of their number to chair the meeting and, if there is only one Director present and willing to act, he or she shall be chair of the meeting.
35.3 If no Director is willing to act as chair of the meeting, or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the members present in person or by proxy and entitled to vote must choose one of their number to be chair of the meeting, save that a proxy holder who is not a member entitled to vote shall not be entitled to be appointed chair of the meeting.
36. Attendance and speaking by Directors and non-members
36.1 A Director may, even if not a member, attend and speak at any general meeting.
36.2 The chair of the meeting may permit other persons who are not members of the Company to attend and speak at a general meeting.
37. Adjournment
37.1 The chair of the meeting may adjourn a general meeting at which a quorum is present if:
37.1.1 the meeting consents to an adjournment; or
37.1.2 it appears to the chair of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
37.2 The chair of the meeting must adjourn a general meeting if directed to do so by the meeting.
37.3 When adjourning a general meeting, the chair of the meeting must:
37.3.1 either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the Directors; and
37.3.2 have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
37.4 If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the Company must give at least seven Clear Days’ notice of it:
37.4.1 to the same persons to whom notice of the Company’s general meetings is required to be given; and
37.4.2 containing the same information which such notice is required to contain.
37.5 No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.
VOTING AT GENERAL MEETINGS
38. Voting: general
38.1 A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the Articles.
38.2 A person who is not a member of the Company shall not have any right to vote at any general meeting of the Company; but this is without prejudice to any right to vote on a resolution affecting the rights attached to a class of the Company’s debentures.
38.3 Article 38.2 shall not prevent a person who is a proxy for a member or a duly Authorised Representative from voting at a general meeting of the Company.
39. Votes
39.1 On a vote on a resolution on a show of hands at a meeting every person present in person (whether a member, proxy or Authorised Representative of a member) and entitled to vote shall have a maximum of one vote.
39.2 On a vote on a resolution on a poll at a meeting every member present in person or by proxy or Authorised Representative shall have one vote.
39.3 In the case of an equality of votes, whether on a show of hands or on a poll, the chair(s) of the meeting shall not be entitled to a casting vote in addition to any other vote he or she may have.
39.4 No member shall be entitled to vote at any general meeting unless all monies presently payable by him, her or it to the Company have been paid.
40. Poll votes
40.1 A poll on a resolution may be demanded:
40.1.1 in advance of the general meeting where it is to be put to the vote; or
40.1.2 at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.
40.2 A poll may be demanded by:
40.2.1 the chair of the meeting;
40.2.2 the Directors;
40.2.3 two or more persons having the right to vote on the resolution;
40.2.4 any person, who, by virtue of being appointed proxy for one or more members having the right to vote at the meeting, holds two or more votes; or
40.2.5 a person or persons representing not less than one tenth of the total voting rights of all the members having the right to vote on the resolution.
40.3 A demand for a poll may be withdrawn if:
40.3.1 the poll has not yet been taken; and
40.3.2 the chair of the meeting consents to the withdrawal.
40.4 Polls must be taken immediately and in such manner as the chair of the meeting directs.
41. Errors and disputes
41.1 No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.
41.2 Any such objection must be referred to the chair/s of the meeting whose decision is final.
42. Content of proxy notices
42.1 Proxies may only validly be appointed by a notice in writing (a “Proxy Notice”) which:
(a) states the name and address of the member appointing the proxy;
(b) identifies the person appointed to be that member’s proxy and the general meeting in relation to which that person is appointed;
(c) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the directors may determine; and
(d) is delivered to the Company in accordance with the Articles and any instructions contained in the notice of the general meeting to which they relate.
42.2 The Company may require Proxy Notices to be delivered in a particular form, and may specify different forms for different purposes.
42.3 Proxy Notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
42.4 Unless a Proxy Notice indicates otherwise, it must be treated as:
(a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting; and
(b) Appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.
43. Delivery of proxy notices
43.1 A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid Proxy Notice has been delivered to the Company by or on behalf of that person.
43.2 An appointment under a Proxy Notice may be revoked by delivering to the Company a notice in Writing given by or on behalf of the person by whom or on whose behalf the Proxy Notice was given.
43.3 A notice revoking the appointment of a proxy only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
44. Amendments to resolutions
44.1 An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if:
44.1.1 notice of the proposed amendment is given to the Company in Writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chair of the meeting may determine); and
44.1.2 the proposed amendment does not, in the reasonable opinion of the chair of the meeting, materially alter the scope of the resolution.
44.2 A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if:
44.2.1 the chair of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed; and
44.2.2 the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
44.3 If the chair of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chair’s error does not invalidate the vote on that resolution.
WRITTEN RESOLUTIONS
45. Written resolutions
45.1 Subject to Article 45.3, a written resolution of the Company passed in accordance with this Article 45 shall have effect as if passed by the Company in general meeting:
45.1.1 A written resolution is passed as an ordinary resolution if it is passed by a simple majority of the total voting rights of eligible members.
45.1.2 A written resolution is passed as a special resolution if it is passed by members representing not less than 75% of the total voting rights of eligible members. A written resolution is not a special resolution unless it states that it was proposed as a special resolution.
45.1.3 A special resolution is considered to be one which makes changes to the Articles of Association, Memorandum or Constitution.
45.1.4 The constitution may be reviewed annually and suggestions from any member of the community will be considered as appropriately responding to change. All previous versions will be clearly dated and preserved. All changes to the constitution will be made by consensus of the directors and not just by simple majority.
45.2 In relation to a resolution proposed as a written resolution of the Company the eligible members are the members who would have been entitled to vote on the resolution on the circulation date of the resolution.
45.3 A members’ resolution under the Companies Acts removing a Director or an auditor before the expiration of his or her term of office may not be passed as a written resolution.
45.4 A copy of the written resolution must be sent to every member together with a statement informing the member how to signify their agreement to the resolution and the date by which the resolution must be passed if it is not to lapse. Communications in relation to written notices shall be sent to the Company’s auditors in accordance with the Companies Acts.
45.5 A member signifies their agreement to a proposed written resolution when the Company receives from him or her, an authenticated Document, identifying the resolution to which it relates and indicating his or her agreement to the resolution.
45.5.1 If the Document is sent to the Company in Hard Copy Form, it is authenticated if it bears the member’s signature.
45.5.2 If the Document is sent to the Company by Electronic Means, it is authenticated [if it bears the member’s signature] or [if the identity of the member is confirmed in a manner agreed by the Directors] or [if it is accompanied by a statement of the identity of the member and the Company has no reason to doubt the truth of that statement] or [if it is from an email Address notified by the member to the Company for the purposes of receiving Documents or information by Electronic Means].
45.6 A written resolution is passed when the required majority of eligible members have signified their agreement to it.
45.7 A proposed written resolution lapses if it is not passed within 28 days beginning with the circulation date.
ADMINISTRATIVE ARRANGEMENTS AND MISCELLANEOUS
46. Means of communication to be used
46.1 Subject to the Articles, anything sent or supplied by or to the Company under the Articles may be sent or supplied in any way in which the Companies Act 2006 provides for Documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the Company.
46.2 Subject to the Articles, any notice or Document to be sent or supplied to a Director in connection with the taking of decisions by Directors may also be sent or supplied by the means by which that Director has asked to be sent or supplied with such notices or Documents for the time being.
A Director may agree with the Company that notices or Documents sent to that Director in a particular way are to be deemed to have been received within an agreed time of their being sent, and for the agreed time to be less than 48 hours.
47. Irregularities
The proceedings at any meeting or on the taking of any poll or the passing of a written resolution or the making of any decision shall not be invalidated by reason of any accidental informality or irregularity (including any accidental omission to give or any non-receipt of notice) or any want of qualification in any of the persons present or voting or by reason of any business being considered which is not referred to in the notice unless a provision of the Companies Acts specifies that such informality, irregularity or want of qualification shall invalidate it.
48. Minutes
48.1 The Directors must cause minutes to be made in books kept for the purpose:
48.1.1 of all appointments of officers made by the Directors;
48.1.2 of all resolutions of the Company and of the Directors; and
48.1.3 of all proceedings at meetings of the Company and of the Directors, and of committees of Directors, including the names of the Directors present at each such meeting;
and any such minute, if purported to be signed (or in the case of minutes of Directors’ meetings signed or authenticated) by the chair of the meeting at which the proceedings were had, or by the chair of the next succeeding meeting, shall, as against any member or Director of the Company, be sufficient evidence of the proceedings.
48.2 The minutes must be kept for at least ten years from the date of the meeting, resolution or decision.
49. Records and accounts
The Directors shall comply with the requirements of the Companies Acts as to maintaining a members’ register, keeping financial records, the audit or examination of accounts and the preparation and transmission to the Registrar of Companies and the Regulator of:
49.1 annual reports;
49.2 annual returns; and
49.3 Annual statements of account.
50. Indemnity
50.1 Subject to Article 50.2, a relevant Director of the Company or an associated company may be indemnified out of the Company’s assets against:
(a) any liability incurred by that Director in connection with any negligence, default, breach of duty or breach of trust in relation to the Company or an associated company;
(b) any liability incurred by that Director in connection with the activities of the Company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006); and
(c) Any other liability incurred by that Director as an officer of the Company or an associated company.
50.2 This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.
50.3 In this Article:
(a) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and
(b) A “relevant Director” means any Director or former Director of the Company or an associated company.
51. Insurance
51.1 The Directors may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any relevant Director in respect of any relevant loss.
51.2 In this Article:
(a) a “relevant Director” means any Director or former Director of the Company or an associated company;
(b) a “relevant loss” means any loss or liability which has been or may be incurred by a relevant Director in connection with that Director’s duties or powers in relation to the Company, any associated company or any pension fund or employees’ share scheme of the company or associated company; and
(c) Companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.
52. Exclusion of model articles
The relevant model articles for a company limited by guarantee are hereby expressly excluded.
SCHEDULE
INTERPRETATION
Defined terms
1. In the Articles, unless the context requires otherwise, the following terms shall have the following meanings:
Term Meaning
1.1 “Address” includes a number or address used for the purposes of sending or receiving Documents by Electronic Means;
1.2 “Articles” the Company’s articles of association;
1.3 “Authorised Representative” means any individual nominated by a Member Organisation to act as its representative at any meeting of the Company in accordance with Article 39;
1.4 “asset-locked body” means (i) a community interest company, a charity or a Permitted Industrial and Provident Society; or (ii) a body established outside the United Kingdom that is equivalent to any of those;
1.5 “bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
1.6 “Chair” has the meaning given in Article 10;
1.7 “chairman of the meeting” has the meaning given in Article 35;
1.8 “Circulation Date” in relation to a written resolution, has the meaning given to it in the Companies Acts;
1.9 “Clear Days” in relation to the period of a notice, that 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;
1.10 “community” is to be construed in accordance with accordance with Section 35(5) of the Company’s (Audit) Investigations and Community Enterprise) Act 2004;
1.11 “Companies Acts” means the Companies Acts (as defined in Section 2 of the Companies Act 2006), in so far as they apply to the Company;
1.12 “Company” [ ] [Community Interest Company/C.I.C.];
1.13 “Conflict of Interest” any direct or indirect interest of a Director (whether personal, by virtue of a duty of loyalty to another organisation or otherwise) that conflicts, or might conflict with the interests of the Company;
1.14 “Director” a director of the Company, and includes any person occupying the position of director, by whatever name called;
1.15 “Document” includes, unless otherwise indicated, any Document sent or supplied in Electronic Form;
1.16 “Electronic Form” and “Electronic Means” have the meanings respectively given to them in Section 1168 of the Companies Act 2006;
1.17 “Hard Copy Form” has the meaning given to it in the Companies Act 2006;
1.18 “Memorandum” the Company’s memorandum of association;
1.19 “paid” means paid or credited as paid;
1.20 “participate” in relation to a Directors’ meeting, has the meaning given in Article 15;
1.21 “Permitted Industrial and Provident Society” an industrial and provident society which has a restriction on the use of its assets in accordance with Regulation 4 of the Community Benefit Societies (Restriction on Use of Assets) Regulations 2006 or Regulation 4 of the Community Benefit Societies (Restriction on Use of Assets) Regulations (Northern Ireland) 2006;
1.22 “Proxy Notice” has the meaning given in Article 42;
1.23 “the Regulator” means the Regulator of Community Interest Companies;
1.24 “Secretary” the secretary of the Company (if any);
1.25 “specified” means specified in the memorandum and articles of association of the Company for the purposes of this paragraph;
1.26 “subsidiary” has the meaning given in section 1159 of the Companies Act 2006;
1.27 “transfer” includes every description of disposition, payment, release or distribution, and the creation or extinction of an estate or interest in, or right over, any property; and
1.28 “Writing” the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in Electronic Form or otherwise.
2. Subject to clause 3 of this Schedule, any reference in the Articles to an enactment includes a reference to that enactment as re-enacted or amended from time to time and to any subordinate legislation made under it.
3. Unless the context otherwise requires, other words or expressions contained in these Articles bear the same meaning as in the Companies Act 2006 as in force on the date when the Articles become binding on the Company.
Explanatory Notes: CIC Limited by Guarantee, Schedule 1, Large Membership
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