THE COMPANIES ACTS 2006
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
DRAFT MEMORANDUM OF ASSOCIATION OF [OLD KINGS CLUB LIMITED]
- 1. The Company’s name is “[Old Kings Club Limited]”.
- 2. The Company’s registered office is to be situated in England and Wales.
- 3. The Company is established to promote united action amongst former pupils of King’s College School for the good of the School; to promote social
and friendly communication amongst former pupils of King’s College School; to organise and support, financially and otherwise, sporting and other activities amongst former pupils; the foundation and creation of prizes and scholarships for the benefit of the pupils of King’s College School; and generally to further any scheme for advancing the honour or well-being of the School and its past and present members (the “Objects”).
- 4. In furtherance of the Objects but not otherwise the Company may exercise the following powers:-
(1) to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments, and to operate bank accounts in the name of the Company;
(2) to raise funds and to invite and receive contributions provided that in raising funds the Company shall not undertake any substantial permanent trading activities and shall conform to any relevant statutory regulations;
(3) to sell, manage, lease, mortgage, dispose of, or otherwise deal with all or any part of the property of the Company;
(4) to borrow and raise money in such manner and on such security as the Company may think fit, and to issue debenture and other securities;
(5) to invest the moneys of the Company not immediately required for its purposes in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided;
(6) to provide loans to accredited activities of the Company as defined in the Articles of Association;
(7) subject to clause 5 below to employ such staff, who shall not be directors of the Company (hereinafter referred to as “the Executive Committee Members”), as are necessary for the proper pursuit of the Objects and to make all reasonable and necessary provisions for the payment of pensions and superannuation to staff and their dependents;
(8) to establish or support any charitable trusts, associations or institutions formed for all or any of the Objects;
(9) to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the Objects or similar charitable purposes and to exchange information and advice with them;
(10) to pay out of the funds of the Company the costs, charges and expenses of and incidental to the formation and registration of the Company;
(11) to do all such other lawful things as are necessary for the achievement of the Objects; and
(12) in furtherance of the foregoing objects but not further or otherwise the Company shall have the power to purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges which the Company may think necessary or convenient for the promotion of its objects and to construct, maintain and alter any buildings or erections necessary or convenient for the work of the Company.
- 5. The income and property of the Company shall be applied solely towards the promotion of the Objects and no part shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to members of the Company, and no Executive Committee Member shall be appointed to any office of the Company paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from the Company: Provided that nothing in this document shall prevent any payment in good faith by the Company:-
(1) of reasonable and proper remuneration for any services rendered to the Company by any Member, officer or servant of the Company who is not an Executive Committee Member;
(2) of interest on money lent by any Member of the Company or Executive Committee Member at a reasonable and proper rate per annum not exceeding 2 per cent less than the published base lending rate of a clearing bank to be selected by the Executive Committee;
(3) of fees, remuneration or other benefit in money or money’s worth to any company of which an Executive Committee Member may also be a Member holding not more than 10% of the issued capital of that company;
(4) of reasonable and proper rent for premises demised or let by any Member of the Company or an Executive Committee Member;
(5) to any Executive Committee Member of reasonable out-of-pocket expenses.
- 6. The liability of the members is limited.
- 7. The income and property of the Company shall be applied solely towards the promotion of the Objects and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to members of the Company.
- 8. Every Member of the Company undertakes to contribute such amount as may be required (not exceeding £1) to the Company’s assets if it should be wound up while he is a Member or within one year after he ceases to be a Member, for payment of the Company’s debts and liabilities contracted before he ceases to be a Member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves.
- 9. If the Company is wound up or dissolved and after all its debts and liabilities have been satisfied there remains any property it shall not be paid to or distributed among the members of the Company, but shall be given or transferred to some other body, whether a charity or otherwise, having objects similar to the Objects which prohibits the distribution of its or their income and property to an extent at least as great as is imposed on the Company by clause 5 above, chosen by the members of the Company at or before the time of dissolution and if that cannot be done then to some other charitable object as the Company’s members may direct.
WE, the subscribers to this Memorandum of Association, wish to be formed into a company pursuant to this Memorandum.
NAMES AND ADDRESSES OF SUBSCRIBERS
Witness to the above signature:
Witness to the above signature:
THE COMPANIES ACT 2006
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION OF [OLD KING’S CLUB LIMITED]
EXCLUSION OF OTHER REGULATIONS
- This document comprises the Articles of Association of [Old King’s Club Limited] (the “Company”) and no regulations set out in any statute or statutory instrument concerning companies shall apply as articles of association of the company.
- (1) In these Articles the following expressions shall have the following meanings unless the context otherwise requires:-
Accredited Activity clubs and entities so designated by the Company from time to time and having a representation on the Council pursuant to Article 36(c);
the 2006 Act the Companies Act 2006;
these Articles these Articles of Association as altered from time to time;
the Association the unincorporated association known as “the Old Kings Club”, which association now no longer exists;
the auditors the auditors for the time being of the Company;
Board of the Company the Board of the [Old King’s Club Limited] for the time being;
clear days in relation to the period of a notice, that period excluding the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect;
the Company [Old King’s Club Limited];
the Executive Committee the Executive Committee of the Company, which shall comprise Members appointed to it pursuant to Articles 36 to 38 for the time being;
||any member of the Executive Committee for the time being;
Honorary Life Member any honorary life member of the Company for the time being with the rights and privileges set out in Article 3;
Honorary Member any honorary member of the Company for the time being with the rights and privileges set out in Article 3;
OKC Members full members of the Association at the time of the resolution passed to incorporate the Company and transfer the membership of the Association to the Company;
OKC Honorary Life Members honorary life members of the Association at the time of the resolution passed to incorporate the Company and transfer the membership of the Association to the Company;
OKC Honorary Members honorary members of the Association at the time of the resolution passed to wind up the Association;
|Old King’s Club Clubhouse
Member any Voting Member, Honorary Member or Honorary Life Member of the Company for the time being;
Memorandum the memorandum of association of the Company;
month calendar month;
the Office the registered office of the Company;
the President as appointed by the Company from time to time in accordance with Article 8 and with a right of attendance at the Council;
the Register the register of members of the Company;
seal the Common Seal of the Company;
the School King’s College School, Wimbledon;
the Statutes the Companies Act 2006 and every other statute (including any orders, regulations or other subordinate legislation made under them) for the time being in force concerning companies and affecting the Company;
the United Kingdom Great Britain and Northern Ireland;
the Vice-President as appointed by the Company from time to time in accordance with Article 8 and with a right of attendance at Council;
Voting Member any full voting member of the Company for the time being;
year calendar year.
(2) References to writing include references to printing, typewriting, lithography, photography and any other mode or modes of presenting or reproducing words in a visible and non-transitory form to include, for the avoidance of doubt, written communication via email.
(3) Words importing one gender shall (where appropriate) include the other gender and words importing the singular shall (where appropriate) include the plural and vice versa.
(4) Any words or expressions defined in the Statutes shall, if not inconsistent with the subject or context and unless otherwise expressly defined in these Articles, bear the same meaning in these Articles save that the word “company” shall include any body corporate.
(5) References to:-
(a) “mental disorder” mean mental disorder as defined in section 1 of the Mental Health Act 1983 or the Mental Health (Scotland) Act 1984 (as the case may be) and “mentally disordered” shall be construed accordingly; and
(b) any section or provision of any statute, if consistent with the subject or context, include any corresponding or substituted section or provision of any amending consolidating or replacement statute.
- (1) Any person who has been approved by the Executive Committee is, subject to the following provisions, to be eligible to be a Member of the Company as either a Voting Member, Honorary Member or Honorary Life Member as the case may be.
(2) All former pupils of the School shall be eligible to be a Voting Member upon approval by the Executive Committee and payment of any subscription which may apply.
(3) A person may be admitted as an Honorary Member upon proposal by the Executive Committee and election by a majority in number of Voting Members at a general meeting of the Company. Honorary Members will be subject to annual renewal by the Executive Committee.
(4) A person may be admitted as an Honorary Life Member upon proposal by the Executive Committee where, in the opinion of the Executive Committee, the relevant person has rendered outstanding service to King’s College School, the Association or the Company. Election shall be by a majority in number of Voting Members at an annual general meeting of the Company. Admissions as an Honorary Life Member will be for life save where such membership is terminated in accordance with Article 6(2).
(5) The Executive Committee shall have power to propose as a Honorary Member any person who in the opinion of the Executive Committee has rendered conspicuous service to the School, the Association or the Company or is a member of staff (current or former) of the School.
(6) An Honorary Member and Honorary Life Member shall be entitled to all the rights and privileges conferred on Voting Members by these Articles, save that he shall not be entitled to vote at any meetings of the Company.
- (1) Subject to the provisions of these Articles the power to admit persons to membership of the Company shall rest with the Executive Committee.
(2) The Executive Committee shall have power to make regulations:-
(a) prescribing a form or forms of application to be delivered to the Company by applicants for membership; and
the subscription or subscriptions to be paid by Voting Members or classes of Voting Members and the date at and period for which subscriptions are to be paid.
(3) The Executive Committee’s power to make regulations under this Article may be exercised either generally or in particular cases so as to prescribe different rates or periods of subscriptions for different classes of members and to enable the Executive Committee to defer subscription payments for any Member or Members or any such class or classes of Members or to remove altogether the obligation on any such class or classes of Members to pay subscriptions.
- The name of a Member shall upon admission to membership be entered on the Register as either a Member or an Honorary Member and membership shall be deemed to have commenced upon the date on which the Member was entered on the Register.
- (1) Any Member may withdraw from the Company on giving one month’s notice in writing to the Company at its Office and on payment of all sums due from him to the Company. Membership shall not be transferable and shall cease on death.
(2) The Executive Committee may terminate the membership of any Member, in such manner as it thinks fit, whose conduct or continued membership is in the opinion of the Executive Committee detrimental to the interests of the Company but such determination shall not affect any liability of such Member to the Company. Such removal is subject to confirmation at a general meeting of the Company. Such Member shall have the right to make a representation whether in person or in writing or by his authorised agent to both the meeting of the Executive Committee and at the general meeting of the Company at which the termination is under consideration.
(3) Any Member whose subscription to the Company is in arrears for more than one month shall, at the discretion of the Executive Committee, cease to be a Member of the Company from the date when the subscription or other liability fell due.
(4) The minimum number of members at any time shall be no less than 2.
- Every Member shall notify the Company of his current address and email address (if applicable) and the address(es) so notified shall be entered in the Register as the registered address(es) of such Member.
- The Company shall hold general meetings which shall be convened by the Executive Committee in accordance with the Statutes. An annual general meeting of the Company shall be held every year at such time as the Executive Committee shall decide. The following business shall be transacted at the annual general meeting of the Company:
(1) to elect Officers and other members of the Executive Committee;
(2) to appoint the President and Vice President(s) of the Company;
(3) to elect Honorary Members;
(4) to appoint auditors; and
(5) to receive the Secretary’s Report.
- The Executive Committee may call general meetings and, on the requisition of members pursuant to the provisions of the 2006 Act, shall forthwith proceed to convene a general meeting in accordance with the provisions of the 2006 Act.
- A general meeting may be called by Voting Members either representing at least 5% of the voting rights of the Company or 25 Voting Members in number on written request to the Secretary.
- Any Member desirous of moving any resolution at a general meeting shall give notice to the Secretary in writing not less than sixty days before the date of the meeting.
- All general meetings shall be held, in London, at such times and places as the Executive Committee shall appoint.
NOTICE OF GENERAL MEETINGS
- General meetings shall be called by at least fourteen days’ notice in writing save for the annual general meeting which shall be called by at least twenty-eight days’ notice in writing. For the avoidance of doubt, notices may be sent via email where the member has provided an email address to the Company in accordance with Article 7. The notice shall specify:-
(a) the day, time and place of the meeting;
(b) the general nature of the business to be transacted;
(c) if the meeting is convened to consider a special resolution, the intention to propose the resolution as such; and
(d) with reasonable prominence, that a Member entitled to attend and vote is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him.
Subject to the provisions of these Articles and to any restriction imposed on any Member, notice shall be given to all Members and the Members of the Executive Committee.
- The accidental omission to send a notice of any meeting (including those due to any IT failure), or (where forms of proxy are sent out with notices) to send a form of proxy with a notice to any person entitled to receive the same, or the non-receipt of a notice of meeting or form of proxy by such a person, shall not invalidate the proceedings at the meeting.
PROCEEDINGS AT GENERAL MEETINGS
- No business shall be transacted at any meeting unless a quorum is present. Seven Members present in person or by representative or by proxy and entitled to vote shall be a quorum.
- If such a quorum is not present within half an hour from the time appointed for the meeting or if during a meeting such quorum ceases to be present 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 Members may determine.
- (1) The Chairman of the Executive Committee shall preside as Chairman of the meeting but if the Chairman of the Executive Committee is not present within fifteen minutes after the time appointed for the holding of the meeting and willing to act those members of the Executive Committee present shall elect one of their number to be Chairman of the meeting and if there is only one such member of the Executive Committee present and willing to act he shall be Chairman.
(2) If no member of the Executive Committee is present and willing to act as Chairman of the meeting within fifteen minutes after the time appointed for holding the meeting the Members present and entitled to vote shall choose one of their number to be Chairman of the meeting.
(3) The Chairman of the meeting shall have a casting vote in addition to his/her own vote.
- An Executive Committee Member shall, notwithstanding that he may not be a Voting Member, be entitled to attend and speak at any general meeting.
- The Chairman may (and shall if so directed by the meeting) adjourn a meeting from time to time and from place to place but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen days or more, at least seven clear days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
- (1) A Resolution put to the vote of a meeting shall be decided on a show of hands unless before or on the declaration of the result of the show of hands a poll is demanded. Subject to the provisions of the 2006 Act a poll may be demanded:-
(a) by the Chairman; or
(b) by at least five Members having the right to vote at the meeting and a demand by a person as proxy for a Member shall have the same effect as a demand by the Member.
(2) Unless a poll is demanded a declaration by the Chairman that a Resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact.
(3) The demand for a poll may be withdrawn before the poll is taken but only with the consent of the Chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
(4) A poll shall be taken as the Chairman directs and he may appoint scrutineers (who need not be Members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the Resolution of the Meeting at which the poll was demanded.
(5) A poll demanded on the election of a Chairman shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the Chairman directs being not more than twenty-eight days after the poll was demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll is demanded. If a poll is demanded before the declaration of the result of the show of hands and the demand is duly withdrawn the meeting shall continue as if the demand had not been made.
(6) No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the Meeting at which it is demanded. In any other case at least seven clear days’ notice shall be given specifying the time and place at which the poll is to be taken.
VOTES OF MEMBERS
- On a show of hands every Voting Member who is present in person shall have one vote and on a poll every Member present in person shall have one vote.
- No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the Chairman whose decision shall be final and conclusive.
- (1) Any Member of the Company entitled to attend and vote at a general meeting shall be entitled to appoint another person (whether a Member or not) as his proxy to attend and vote instead of him and any proxy so appointed shall have the same right as the Member to speak at the meeting.
(2) On a poll votes may be given either personally or by proxy.
- The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Member of the Company.
- The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Office or at such other place within the United Kingdom as is specified for that purpose in the notice convening 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, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.
- An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:-
“[Old King’s Club Limited]
in the County of being a Member of the above named Company hereby appoint the +Chairman of the meeting or failing him
of as my/our proxy to vote for me/us on my/our behalf at the general meeting of the Company to be held on the day of 20 , and at any adjournment thereof.
Signed this day of 20 .”
This form is to be used *in favour of the resolution.
*to abstain from voting
+ If it is desired to appoint another person as proxy delete the words “Chairman of the meeting or failing him”, substitute the name of your choice and initial the change.
Unless otherwise instructed, the proxy will vote as he thinks fit.
*Strike out whichever is not desired.
- The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. A proxy shall not be entitled to speak on any resolution proposed at a meeting.
- A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of such death, insanity or revocation as aforesaid shall have been received by the Company at the Office before the commencement of the meeting or adjourned meeting at which the proxy is used.
POWERS OF THE EXECUTIVE COMMITTEE
- Subject to the provisions of the Statutes, the Memorandum, these Articles and any directions given by special resolution, the business of the Company shall be managed by the Executive Committee, which may exercise all the powers of the Company. No alteration of the Memorandum or of these Articles and no directions given by special resolution shall invalidate any prior act of the Executive Committee which would have been valid if such alteration had not been made or such direction had not been given. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Executive Committee by any other Article.
- In addition to all powers hereby expressly conferred upon them and without detracting from the generality of their powers under the Articles the Executive Committee shall have the following powers, namely:-
(1) to expend the funds of the Company in such manner as they shall consider most beneficial for the achievement of the objects and to invest in the name of the Company such part of the funds as they may see fit and to direct the sale or transposition of any such investments and to expend the proceeds of any such sale in furtherance of the objects of the Company.
(2) to provide loans to Accredited Activities of the Company.
(3) to enter into contracts on behalf of the Company.
- Subject to the provisions of the Statutes and to clause 5 of the Memorandum, the Executive Committee may delegate to any Executive Committee Member or to any member of the Council such of its powers as it considers desirable to be exercised by him and to any unremunerated executive office under the Company. Any such delegation or appointment may be made subject to any conditions the Executive Committee may impose, and either collaterally with or to the exclusion of its own powers and may be revoked or altered but no person dealing in good faith and without notice of such revocation or variation shall be affected by it. Any such delegation or appointment to an executive office shall terminate if he ceases to be an Executive Committee Member unless otherwise agreed by the Executive Committee.
- The Executive Committee may appoint committees, sub-committees or ad hoc committees (together, the “Executive Committees”) consisting of two or more such persons as the Executive Committee shall think fit and may seek recommendations and advice therefrom. The Executive Committee may delegate any of its powers to any of the Executive Committees which has a majority in number of Executive Committee Members. The Executive Committee may also appoint working groups for any purpose that is within clause 3 of the Company’s Memorandum.
- Any of the Executive Committees appointed by the Executive Committee under Article 32 of these Articles shall conform to any regulations imposed upon it by the Executive Committee. The meetings and proceedings of any of the Executive Committees shall be governed by Articles 29-58 regulating the proceedings of the Executive Committee so far as they are capable of applying. All acts and proceedings of any of the Executive Committees shall be fully and promptly reported to the Executive Committee.
- Subject to such consents as may be required by law, the Executive Committee may exercise all the powers of the Company to borrow money and to mortgage or charge the whole or any part of its undertaking property and assets (present and future).
NUMBER QUALIFICATION AND APPOINTMENT OF EXECUTIVE COMMITTEE MEMBERS
- The number of Executive Committee Members shall be not less than seven (unless otherwise determined by the Executive Committee).
- The Executive Committee will be made up of the following:-
(a) the Officers (Chairman, Secretary and Treasurer) to be appointed by ordinary resolution at a general meeting and shall be eligible for re-election on the third anniversary of their appointment. The Officer’s roles cannot be held for more than three consecutive three year terms though after this time, the Officer will be permitted to remain on the Executive Committee in accordance with Article 36(b). These persons will be eligible for re-election as Officers following a 3 year break from their role as Officer; and
(b) 4 further elected members to be appointed by ordinary resolution at a general meeting and who shall serve for a three year term following his/her election but shall be eligible for re-election for a further three year term by ordinary resolution at a general meeting.
- The Council will be made up of the following and will act as an advisory forum and will meet at least 3 times a year with representatives from the Executive Committee:-
(a) one representative from each Accredited Activity of the Company;
(b) the President and any Vice-President of the Company appointed pursuant to Article 8;
(c) any Chairman of the Executive Committee appointed pursuant to Article 32;
(d) any of the trustees of the invested funds who are not already a member of the Executive Committee in another capacity;
(e) any of the trustees of any trust associated with the Association who are not already a member of the Executive Committee in another capacity; and
(f) the Chairman of the Management Board of the Old King’s Club Benevolent Fund if he/she is not already a member of the Executive Committee in another capacity.
- Notwithstanding Article 35, if the number of elected Executive Committee Members is reduced below the minimum number fixed in accordance with these Articles, the Executive Committee Members for the time being may act for the purpose of filling vacancies in their number or of calling a general meeting of the Company, but not for any other purpose.
- The Executive Committee shall have the power to appoint any person to be an Executive Committee Member to fill a casual vacancy. Any Executive Committee Member so appointed shall hold office only until the general meeting following one year after his appointment and shall then be eligible for election if proposed by the Executive Committee, and unless so elected shall vacate office at the conclusion of such meeting.
- No person may be appointed as an Executive Committee Member in circumstances such that, had he already been an Executive Committee Member he would have been disqualified from acting under these Articles.
RESIGNATION AND REMOVAL OF EXECUTIVE COMMITTEE MEMBERS
- An Executive Committee Member may resign his office by one month’s notice in writing submitted to the Executive Committee (but only if at least four Executive Committee Members will remain in office when the notice of resignation is to take effect).
- An Officer may resign his office by three months’ notice in writing submitted to the Executive Committee.
- The Company may by ordinary resolution of which special notice has been given in accordance with section 312 of the 2006 Act remove any Executive Committee Member before the expiration of his period of office notwithstanding anything in these Articles.
DISQUALIFICATION OF EXECUTIVE COMMITTEE MEMBERS
- Without prejudice to the other provisions of these Articles, an Executive Committee Member shall be removed from the Executive Committee if the Executive Committee Member:-
(a) becomes bankrupt or the subject of an interim receiving order or makes any arrangement or composition with his creditors generally or applies to the court for an interim order under section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under that Act;
(b) is or may be suffering from mental disorder and either:-
(i) is admitted to hospital pursuant to an application for admission for treatment under the Mental Health Act 1983 or the Mental Health (Scotland) Act 1984; or
(ii) an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) on the ground (howsoever formulated) of mental disorder for his detention or for the appointment of a guardian, receiver, curator bonis or other person to exercise powers with respect to his property or affairs; or
(c) (save for Executive Committee Members who are Members of Parliament or who reside overseas) is absent from three consecutive meetings of the Executive Committee without good reason and the Executive Committee resolves that his office be vacated; and
(d) ceases to be an Executive Committee Member by virtue of any provision of the Statutes or becomes prohibited by law from being an Executive Committee Member.
- A resolution of the Executive Committee declaring an Executive Committee Member to have vacated office shall be conclusive as to the fact and grounds of vacation stated in the resolution.
PROCEEDINGS OF THE EXECUTIVE COMMITTEE
- Subject to the Articles, the Executive Committee may regulate its meetings as it thinks fit. The Executive Committee shall meet at least three times in any calendar year. Matters arising at any such meetings shall be determined by a majority of votes – quorum shall be at least 4 members attending. The Chair, Treasurer or Secretary or three Executive Committee Members may, and the secretary on the requisition of the requisite number of Executive Committee Members shall, call a meeting of the Executive Committee and notice of such meeting shall be deemed to be duly given to each Executive Committee Member if it is given to him personally or by word of mouth or sent in writing to him (to include, for the avoidance of doubt, email notification) at his last known address or any other address given by him to the Company for this purpose. The Secretary shall provide the Executive Committee with seven days’ notice of a meeting.
- If the Chair is not available, is unwilling to preside, or is not present within five minutes after the time appointed for the meeting, the Executive Committee Members present may appoint one of their number to be chairman of the meeting. The Chairman shall have a casting vote at all Executive Committee meetings in addition to his/her own.
- The quorum necessary for the transaction of the business of the Executive Committee may be fixed by the Executive Committee and unless so fixed at any other number shall be four.
- The Executive Committee may act notwithstanding any vacancies in their number, but if the number of Executive Committee Members is less than the number fixed as a quorum, the continuing Executive Committee Members may act only for the purpose of filling casual vacancies or calling a general meeting.
- Any Executive Committee Member may validly participate in a meeting of the Executive Committee through the medium of conference telephone or similar form of communication equipment provided that all persons participating in the meeting are able to hear and speak to each other throughout such meeting. A person so participating shall be deemed to be present in person at the meeting and shall accordingly be counted in a quorum and be entitled to vote. Subject to the Statutes, all business transacted in such manner by the Executive Committee shall for the purpose of these Articles be deemed to be validly and effectively transacted at a meeting of the Executive Committee notwithstanding that fewer than four Executive Committee Members are physically present at the same place. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the Chairman of the meeting then is.
- A resolution in writing signed by all the Executive Committee Members for the time being entitled to receive notice of a meeting of the Executive Committee (not being less than the number of Executive Committee Members required to form a quorum of the Executive Committee) shall be as valid and effective as a resolution passed at a meeting of the Executive Committee duly convened and held. The resolution may consist of one document or several documents in like form each signed by one or more Executive Committee Members.
- All acts done by any meeting of the Executive Committee, or of a committee of the Executive Committee, or by any person acting as an Executive Committee Member shall as regards all persons dealing in good faith with the Company, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any Executive Committee Member, or that they or any of them were disqualified, or had vacated office or were not entitled to vote, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified and had continued to be an Executive Committee Member and had been entitled to vote.
- Any bank account in which any part of the assets of the Company is deposited shall be operated by the Executive Committee and shall indicate the name of the Company.
EXECUTIVE COMMITTEE MEMBERS’ INTERESTS
- Subject to the provisions of the Statutes, and provided that he has disclosed to the Executive Committee the nature and extent of any material interest of his, an Executive Committee Member notwithstanding his office:-
(a) may be a party to or otherwise directly or indirectly interested in any transaction or arrangement with the Company or in which the Company is otherwise interested;
(b) may be or become a Member or director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested;
(c) shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit; and
(d) may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not an Executive Committee Member of the Company.
- Save as otherwise provided by these Articles, an Executive Committee Member shall not vote at a meeting of the Executive Committee on any resolution concerning a matter in which he has, directly or indirectly, an interest which is material or a duty which conflicts or may conflict with the interests of the Company unless his interest or duty arises only because one of the following sub-paragraphs applies (in which case he may vote and be counted in the quorum):-
(a) the resolution relates to the giving to him of a guarantee, security, or indemnity in respect of money lent to, or an obligation incurred by him for the benefit of, the Company;
(b) the resolution relates to the giving to a third party of a guarantee, security, or indemnity in respect of an obligation of the Company for which the Executive Committee Member has assumed responsibility in whole or part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;
(c) the resolution relates to any proposal concerning any other company in which he is interested, directly or indirectly and whether as an officer or shareholder or otherwise howsoever; and
(d) the resolution relates to any proposal concerning any insurance which the Company is empowered to purchase and/or maintain for or for the benefit of any Executive Committee Member of the Company provided that for the purposes of this sub-paragraph, “insurance” means only insurance against liability incurred by an Executive Committee Member in respect of any act or omission by him as is referred to in Article 70.
- For the purposes of Articles 44 and 45:-
(a) an interest of a person who is, for any purpose of the Statutes (excluding any such modification thereof not in force when these Articles became binding on the Company), connected with an Executive Committee Member shall be treated as an interest of the Executive Committee Member;
(b) a general notice given to the Executive Committee that an Executive Committee Member is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Executive Committee Member has an interest in any such transaction of the nature and extent so specified; and
(c) an interest of which an Executive Committee Member has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.
- An Executive Committee Member shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.
- If a question arises at a meeting of the Executive Committee as to the right of an Executive Committee Member to vote, the question may, before the conclusion of the meeting, be referred to the Chairman of the meeting (or if the Executive Committee Member concerned is the Chairman, to the other Executive Committee Members at the meeting) and his ruling in relation to any Executive Committee Member (or, as the case may be, the ruling of the majority of the other Executive Committee Members in relation to the Chairman) shall be final and conclusive.
- Subject to the Statutes, the Company may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of these Articles prohibiting an Executive Committee Member from voting at a meeting of the Executive Committee.
- Subject to the Statutes, the secretary shall be appointed by the Executive Committee at an annual general meeting of the Company for a three year term, and upon such conditions as it may think fit, and any secretary appointed by the Executive Committee may be removed by it. It shall be the duty of the Secretary to ensure that proper minutes of all proceedings and other records of the Company are kept, to send out of all notices required and to keep Members informed of all occasions of interest to former pupils of the School. It shall also be the Secretary’s duty to ensure that the register of Members is up to date. All Members shall communicate any change of address to the Secretary.
- Any provision of the Statutes or these Articles requiring or authorising a thing to be done by or to an Executive Committee Member and the secretary shall not be satisfied by its being done by or to the same person acting both as an Executive Committee member and as, or in place of, the secretary. [Note: this means if someone is both a director and the secretary and document needs to be signed by both a director and a secretary, the individual cannot sign in both capacities.]
- It shall be the duty of the Treasurer to receive, place to the credit of the Company’s banking accounts and disburse all monies on behalf of the Company, and prepare an annual Statement of the Company’s Accounts[, such Accounts to be audited by two Members of the Club appointed for that purpose at the previous general meeting and not being members of the Executive Committee]. Should these appointed auditors no longer be available, the President is entitled to appoint replacement Members to audit the Accounts.
- All money belonging to the Company shall be under the control of the Treasurer, who shall keep accounts in the name of the Company at the National Westminster Bank plc. Wimbledon Common Branch, or at such other Bank or Branch as the Executive Committee may from time to time determine. The Treasurer may also deposit funds in a building society account approved by the Executive Committee. Cheques or transfers for amounts exceeding £[●] shall be signed by the Treasurer and any one of the following, namely: The President, the Secretary or such other person or persons as the Executive Committee shall from time to time decide. The Executive Committee may, by resolution, implement further payment authorisation limits and practices.
- The Treasurer and Secretary shall be reimbursed any expenses incurred in the discharge of their offices.
INVESTED FUNDS AND THE TRUSTEES
- The Executive Committee may upon recommendation from the Treasurer for the time being authorise the Treasurer to arrange for the investment (other than in bank accounts or building society accounts as previously authorised under Article 61) of all or part of the Club funds. Such authorised funds may, if so directed by the Executive Committee be vested in the names of three trustees, who may be appointed by the Executive Committee, and shall be dealt with by the trustees as the Executive Committee may from time to time direct having first received the advice of the Treasurer and the trustees. Should the trustees be appointed, they shall be indemnified against risk and expense out of the Club funds. The trustees shall hold office until death or resignation or until removal from office by the Executive Committee. Where by reason of such death, resignation or removal it is necessary that a new trustee or trustees be appointed, the Executive Committee shall nominate the person or persons to be appointed the new trustee or trustees. For the purpose of giving effect to such nomination the Chairman and the Treasurer for the time being are hereby nominated as the persons to appoint new trustees of the Club within the meaning of Section 36 of the Trustee Act 1925 and they shall duly appoint the person or persons so nominated by the Executive Committee.
- A Member of the Company who has rendered outstanding service to the Company or to the School may be honoured by being elected a Vice-President of the Company. Such election will be by Members at a general meeting of the Company. An outgoing President shall be automatically appointed a Past President, with all the rights and obligations of a Vice-President.
- The Executive Committee shall cause minutes to be kept:-
(a) of all appointments of officers made by the Executive Committee;
(b) of the names of the Executive Committee Members present at each meeting of the Executive Committee;
(c) of all proceedings at meetings of the Company, of the Council and of the Executive Committee and committees of the Executive Committee.
Any such minutes, if purporting to be signed by the Chairman of the meeting to which they relate or of the meeting at which they are read, shall be sufficient evidence without any further proof of the facts therein stated.
- (1) Any notice to be given to or by any person pursuant to these Articles shall be in writing except that a notice calling a meeting of the Executive Committee need not be in writing. For the avoidance of doubt, writing shall include notification by email to an email address provided by the relevant person.
(2) The Company may give any notice to a Member either personally, by sending it by post in a pre-paid envelope addressed to the Member at his registered address or by email to the Member at the email address provided by that Member. Where such registered address is outside the United Kingdom, such other address within the United Kingdom of which such Member shall have notified the secretary in writing or by email to the email address provided by the Member.
(3) Proof that an envelope containing a notice was properly addressed pre-paid and posted or proof that the email was sent and properly addressed shall be conclusive evidence that a notice was given. A notice shall be deemed to be given at the expiration of forty-eight hours after the envelope containing it was posted or, in the case of email, forty-eight hours after the email was sent.
(4) If a Member has no registered address (or other address notified in accordance with sub-paragraph (2) above) in the United Kingdom he shall not be entitled to receive any notices from the Company.
(5) If a member has not supplied to the Company either a postal address for the service of notices or an address for the service of notices in electronic form, that Member shall not be entitled to receive notices from the Company. If, on three consecutive occasions, a notice to a member has been returned undelivered or the Company receives notice that it is undelivered, such member shall not thereafter be entitled to receive notices from the Company until he shall have communicated with the Company and supplied in writing to the office a new postal address for the service of notices or shall have informed the Company, in such manner as may be specified by the Company, of an address for the service of notices in electronic form. For these purposes, a notice sent by post shall be treated as returned undelivered if the notice is sent back to the Company and a notice sent by electronic communication shall be treated as returned undelivered if the Company receives notification that the notice was not delivered to the address to which it was sent.
- (1) The Executive Committee shall cause proper books of accounts to be kept in accordance with the Act. The books of accounts shall be kept at the Office or at such other place or places as the Executive Committee thinks fit and shall always be open to the inspection of the Executive Committee Members at all reasonable times.
(2) The Executive Committee shall from time to time determine whether and to what extent and at what time and places and under what conditions and regulations the accounts and books of the Executive Committee or any of them shall be open to the inspection of any Member of the Company who is not an Executive Committee and any such Member of the Company shall not have any right of inspecting any account or book or document of the Company except as conferred by statute or authorised by the Executive Committee or by the Company in general meeting.
- Every Executive Committee Member shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities (including any such liability as is mentioned in chapter 6 Part 16 of the 2006 Act which he may sustain or incur in the execution of the duties of his office or otherwise in relation thereto, and no Executive Committee Member shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Company in the execution of the duties of his office or in relation thereto; provided that this Article shall only have effect insofar as its provisions are not avoided by the said section.
- Subject to the provisions of the Statutes, the Executive Committee shall have the power to purchase and maintain insurance for or for the benefit of any persons who are or were at any time Executive Committee Members, officers, employees or auditors of the Company, against any liability incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or in the exercise or purported exercise of their powers and/or otherwise in relation to their duties, powers or offices in relation to the Company.
- (1) The Executive Committee may from time to time make such rules or bye laws as it may deem necessary or expedient or convenient for the proper conduct and management of the Company and for the purposes of prescribing classes of and conditions of membership, and in particular but without prejudice to the generality of the foregoing, they may by such rules or bye laws regulate:-
(i) the admission and classification of Members (including the admission of organisations to membership) and the rights and privileges of such Members and the conditions of membership and the terms on which Members may resign or have their membership terminated and the entrance fees, subscriptions and other fees or payments to be made by Members;
(ii) the conduct of Members in relation to one another, and to the Company’s servants;
(iii) the setting aside of the whole or any part or parts of the Company’s premises at any particular time or times or for any particular purpose or purposes;
(iv) the procedure at general meetings and meetings of the Executive Committee and committees of the Executive Committee in so far as such procedure is not regulated by these Articles;
(v) generally, all such matters as are commonly the subject matter of company rules.
(2) The Company in general meetings shall have power to alter, add to or repeal the rules or bye laws and the Executive Committee shall adopt such means as they think sufficient to bring to the notice of Members all such rules or bye laws, which shall be binding on all Members. Provided that no rule or bye law shall be inconsistent with, or shall affect or repeal anything contained in, the Memorandum or these Articles.
- Notwithstanding the provisions of Articles 3 and 4 of these Articles, the Executive Committee will admit as Members the following individuals in the following manner:-
(1) all OKC Members will be admitted as Voting Members for the same period of time that they would have remained members of the Association had the Association not been wound up (the “Voting Member Opening Membership Period”); and
(2) all OKC Honorary Life Members will be admitted as Honorary Life Members for the same period of time that they would have remained honorary members had the Association not been wound up (the “Honorary Member Opening Membership Period”) (the “Voting Member Opening Membership Period” and the “Honorary Member Opening Membership Period” each an “Opening Membership Period”);
(3) all OKC Honorary Members will be admitted as Honorary Members and will be subject to annual renewal by the Executive Committee in accordance with Article 3(3);
(4) and in the case of both sub-sections (1) and (2) above those individuals will not be charged any subscription for their Opening Membership Periods, provided that any subscription that they owed to the Association was fully paid up. In the case that any such subscription was not fully paid up then the Executive Committee may charge the relevant individual that outstanding amount by way of subscription for his Opening Membership Period.