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The Companies Acts 1985 & 1989
Articles of Association of
Hybridarts Ltd
A COMPANY LIMITED BY GUARANTEE
Definitions
- Words and expressions used in these articles shall have the
meanings ascribed to them in article 69.
Members
- The first Members of the Charity shall be the Subscribers to
the Memorandum of Association. The Trustees may, at their discretion,
admit to Membership individuals aged 18 years or over and organisations
who are supportive of the objects of the Charity, and who have
paid or agreed to pay the annual subscription for the time being
in force.
- Each Member which is an organisation shall appoint a representative
who shall be entitled to exercise in any General Meeting of the
Charity all such rights and powers as the Member would exercise
if it were an individual person. Member organisations shall provide
such confirmation of their choice of representative as may be required
of them by the Charity.
- Persons under 18 years of age may be admitted as Junior Members.
Junior Members shall be entitled to receive notice of, attend and
speak at General Meetings of the Charity, but shall not hold voting
rights or be counted for the purpose of calculating a quorum or
be treated as a Member for any other purpose of the memorandum
or articles or of statute.
- Register of Members
- The Charity shall maintain a Register of Members in which shall
be recorded the name and address of every Member, and the dates
on which they became a Member and on which they ceased to be a
Member. Every Member shall either sign a written consent to become
a Member or sign the Register of Members on becoming a Member;
and in the case of a Member organisation, a duly authorised officer
shall sign on its behalf. A Member shall notify the Secretary in
writing within seven days of a change to her, his or its name or
address.
- Cessation of Membership
- The rights and privileges of a Member shall not be transferable
nor transmissible, and all such rights and privileges shall cease
upon the Member ceasing to be such.
- A Member shall cease to be a Member if s/he or it:
- resigns in writing to the Secretary; or
- fails to pay the annual subscription within three months after
the date it became due; or
- is wound up or goes into liquidation, if an organisation;
or
- is expelled for conduct prejudicial to the Charity by the
Board of Trustees, whose decision shall be final.
- General Meetings
- The Charity shall in each calendar year hold a General Meeting
as its Annual General Meeting and shall specify the meeting as
such in the notices calling it. Every Annual General Meeting shall
be held not more than fifteen months after the holding of the last
preceding Annual General Meeting. Provided the first Annual General
Meeting shall be held within eighteen months of incorporation,
it need not be held in the year of incorporation nor in the following
year.
- The business of an Annual General Meeting shall comprise:
- the consideration of the Report and Accounts presented by
the Trustees;
- the election of Trustees, or the announcement of the results
of such elections if these have been conducted by ballot prior
to the meeting;
- the fixing of annual subscriptions;
- the appointment and the fixing of the remuneration of the
auditor or auditors;
- such other business as may have been specified in the notices
calling the meeting.
- All General Meetings other than the Annual General Meeting shall
be called Extraordinary General Meetings.
- The Trustees may whenever they think fit convene an Extraordinary
General Meeting, or an Extraordinary General Meeting may be convened
by 10 per cent of the Members of the Charity, as provided by section
368 of the Act.
- Proceedings at General Meetings
- No business shall be transacted at a General Meeting unless
a quorum is present. Unless and until otherwise decided by a General
Meeting, five Members or one-fifth of the total Membership, whichever
is the greater, shall be a quorum.
- If within half an hour from the time appointed for the meeting
a quorum is not present, the meeting, if convened upon the requisition
of Members, shall be dissolved. In any other case it shall stand
adjourned until such time and place as the Trustees may decide,
and all Members shall be given such notice as is practicable of
the time, date and place of such an adjourned meeting. The Members
present at a meeting so adjourned shall constitute a quorum for
that meeting only.
- At every General Meeting the Chairperson of the Charity shall
preside, but if s/he is not present twenty minutes after the time
appointed for the commencement of the meeting then the Members
present shall choose one of their number to be Chairperson of that
meeting, whose function shall be to conduct the business of the
meeting in an orderly manner.
- The Chairperson may with the consent of any meeting at which
a quorum is present, and shall if so directed by the meeting, adjourn
the meeting from time to time and from place to place, but no business
shall be transacted at an adjourned meeting other than the business
left unfinished at the meeting from which the adjournment took
place. Where a meeting is adjourned for thirty days or more, notice
of the adjourned meeting shall be given as in the case of the original
meeting. Otherwise it shall not be necessary to give any notice
of an adjournment or of the business to be transacted at an adjourned
meeting.
Voting at General Meetings
- Decisions at General Meetings shall be made by passing resolutions:
- Decisions involving an alteration to the memorandum or articles
of the Charity, or to wind up the Charity, and other decisions
so required from time to time by statute shall be made by a Special
Resolution. A Special Resolution is one passed by a majority
of not less than three?]fourths of votes cast.
- All other decisions shall be made by Ordinary Resolution requiring
a simple majority vote of votes cast.
- On any resolution to be decided, only Members present in person
shall be entitled to cast a vote. Proxy voting is permitted, but
votes must be received by the Secretary no later than noon on the
day preceding the General Meeting.
- Only one vote may be cast by or on behalf of each Member on
any particular resolution.
- At any General Meeting a resolution put to the vote of the meeting
shall be decided on a show of hands unless a secret ballot is,
before or on the declaration of the result of the show of hands,
demanded by the Chairperson or by at least two Members present.
Unless a secret ballot be so demanded, a declaration by the Chairperson
that a resolution has on a show of hands been carried or lost,
and an entry to that effect in the minutes of the meeting, shall
be conclusive evidence of the fact without proof of the number
or proportions of the votes cast in favour or against such resolution.
- If a secret ballot is duly demanded it shall be taken in such
a manner as the Chairperson directs, provided that each Member
shall have only one vote, and the result of the ballot shall be
deemed to be the resolution of the meeting at which the ballot
was demanded. The demand for a secret ballot may be withdrawn.
- No secret ballot shall be demanded on the election of a Chairperson
for the meeting or on any question of adjournment.
- The demand for a secret ballot shall not prevent the continuance
of a meeting for the transaction of any business other than the
question upon which a ballot has been demanded.
- In the case of an equality of votes, whether on a show of hands
or on a ballot, the Chairperson of the meeting shall have a second
or casting vote.
- A resolution in writing, signed by all the Members for the time
being entitled to attend and vote at a General Meeting, shall be
valid and effective as if it had been passed at a General Meeting
duly convened, and may consist of several documents in the same
form, each signed by one or more Members.
- Notices
- An Annual General Meeting and any General Meeting which is to
consider a Special Resolution or a resolution to remove the auditor
or a Trustee shall be called by at least twenty?]one clear days’ notice.
Any other General Meeting shall be called by at least fourteen
clear days’ notice. However, a General Meeting may be called
with shorter notice if it is agreed as follows:
- in the case of an Annual General Meeting, by all those entitled
to attend and vote;
- in the case of any other General Meeting, by at least 95 per
cent of those entitled to attend and vote.
- Notice of every General Meeting shall be given in writing to
every Member of the Charity and to the auditors and to such other
persons who are entitled to receive notice, and shall be given
personally or sent by post to each Member at the address recorded
in the Register of Members and to other persons at their Registered
Office.
- Notice of all meetings shall be given exclusive of the day on
which it is served and shall specify the exact time and place of
the meeting. In the case of a General Meeting which is to consider
a Special Resolution or a resolution to remove a Trustee or the
auditor, such resolution shall be specified in the notices calling
that meeting; and in the case of all other General Meetings the
general nature of the business to be raised shall be specified.
- Notice of all meetings shall be given exclusive of the day on
which it is served and shall specify the exact time and place of
the meeting. Notice shall be deemed to have been served:
- immediately on being handed to the Member personally;
- 24 hours after being sent by electronic means or delivered
by hand to the relevant address;
- two clear days after being sent by post to that address; or
- immediately the Member acknowledges receipt if this is sooner
than is required by the above.
- The accidental omission to give notice of a meeting to or non?]receipt
of notice of a meeting by any person entitled to receive notice
shall not invalidate proceedings at that meeting.
- Board of Trustees
- The Charity shall have a Board of Trustees comprising not less
than three and not more than six people.
- For the avoidance of doubt, Trustees are company directors within
the meaning of company law and charity trustees within the meaning
of charity law.
- The initial Trustees shall be appointed by the subscribers to
the memorandum. Subsequently Trustees shall be elected by and from
the membership at (or prior to) the Annual General Meeting.
- From the Charity’s second Annual General Meeting onwards,
only people who have been Members for at least 12 months may stand
for election as Trustees.
- The election of Trustees shall be conducted in accordance with
such procedures as may be established and amended from time to
time by the Trustees. Trustees may be elected at the Annual General
Meeting by the members present, or prior to the Annual General
Meeting by a ballot of the Members.
- If the number of Trustees is less than the maximum prescribed
in these articles, the Trustees may co-opt other Members
to serve on the Board of Trustees, provided that at no time shall
more than one-third of the Trustees comprise co-opted members.
Co-opted Trustees need not have been Members for 12 months at the
time of their co-option.
- At every Annual General Meeting, one-third of the elected Trustees
shall retire from office. In the event that the number is not divisible
by three, then the proportion to retire shall be that nearest to
one-third. The Trustees to retire shall be those longest in office
since their last election. Where there are Trustees who have been
in office for the same length of time then, in the absence of agreement,
those to retire shall be selected by lot. Retiring Trustees shall
be eligible for re-election or further co-option.
- Under no circumstances shall any of the following serve as Trustees:
- persons aged under 18 years;
- persons who are bankrupt or who are otherwise disqualified
by law from serving as company directors.
Disqualification and removal of Trustees
- The office of a Trustee shall be immediately vacated if s/he:
- resigns her/his office in writing to the Charity; or
- fails to attend three consecutive Trustees’ meetings
without good reason, and the remaining Trustees decide that s/he
shall vacate office by reason of such absence; or
- in the opinion of a majority of the Trustees, fails to declare
her/his interest in any contract as referred to in article 52;
or
- becomes bankrupt or is in breach of any county court administration
order; or
- is removed from office by resolution of the Charity in General
Meeting in accordance with Section 303 of the Act; or
- is disqualified by law from serving as a director of a company
or as a charity trustee.
- Honorary Officers
- The Charity shall have a Chairperson and such other officers
as the Trustees may see fit. Honorary officers shall be elected
by the Trustees from amongst their own number at the first Trustees’ meeting
following the Annual General Meeting in each year.
- In the event of a casual vacancy occurring in any officer post,
the Trustees may appoint one of their number to fill such vacancy
until the next Annual General Meeting.
- Powers and Duties of the Board of Trustees
- The business of the Charity shall be managed by the Trustees
who may pay all expenses of the formation of the Charity as they
think fit and may exercise all such powers of the Charity as may
be exercised and done by the Charity and as are not by statute
or by these articles required to be exercised or done by the Charity
in General Meeting.
- No regulation made by the Charity in General Meeting shall invalidate
any prior act of the Trustees which would have been valid had that
regulation not been made.
- All cheques, promissory notes, drafts, bills of exchange and
other negotiable instruments, and all receipts for moneys paid
to the Charity shall be signed, drawn, accepted, endorsed, or otherwise
executed in such manner as the Trustees shall from time to time
direct, provided that all instruments of expenditure above a certain
limit specified by the Trustees must be signed by at least two
Trustees.
- Without prejudice to their general powers, the Trustees may
exercise all the powers of the Charity to borrow money and to mortgage
or charge its undertaking and property or any part of them and
to issue debentures and other securities whether outright or as
security for any debt, liability or obligation of the Charity,
subject to such consents as may be required by law.
- The Trustees may act regardless of any vacancy in their body
but, if and so long as their number is less than the minimum prescribed
in these articles, the remaining Trustees may act for the purposes
of increasing their number, or of summoning a General Meeting of
the Charity, but for no other purpose.
- Sub-Committees
- The Trustees may delegate any of their powers to Sub?]Committees
consisting of such members of their body and/or the Charity as
they think fit. Any Sub?]Committee so formed shall in the exercise
of the powers so delegated conform to any regulations imposed on
it by the Trustees, which regulations shall always include provision
for regular and prompt reports to the Trustees.
- Proceedings of the Board of Trustees
- The Trustees may meet together for the despatch of business
and may adjourn and otherwise regulate their meetings as they think
fit.
- The Secretary on the requisition of two or more Trustees shall
summon a meeting of the Trustees by giving reasonable notice to
all their number. It shall not be necessary to give notice of a
meeting of the Trustees to any of Trustee for the time being absent
from the United Kingdom.
- The quorum necessary for the transaction of the business of
the Board of Trustees shall be three Trustees.
- At every meeting of the Trustees the Chairperson of the Charity
shall preside, but if s/he is not present twenty minutes after
the time appointed for the commencement of the meeting then the
Trustees present shall choose one of their number to be Chairperson
of the meeting, whose function shall be to conduct the business
of the meeting in an orderly manner.
- Questions arising at any meetings shall be decided by a majority
of votes, each Trustee having one vote on each question to be decided.
In the case of an equality of votes, the Chairperson of the meeting
shall not have a second or casting vote and the resolution shall
be deemed to be lost.
- A Trustee shall declare an interest in and shall not speak or
vote in respect of any matter in which s/he has a personal material
or financial interest or any matter arising from it.
- The Trustees shall cause accurate records to be made of:
- the name, details and date of appointment of all persons appointed
to office;
- the names of the Trustees, officers, Members, representatives
and other persons present at all General, Trustees’ and
Sub?]Committee meetings of the Charity;
- minutes of all proceedings and resolutions at all General,
Trustees‘ and Sub?]Committee meetings of the Charity.
- All such records and minutes shall be open to inspection at
any reasonable time by any Trustee and by any person authorised
by the Charity in General Meeting. Minutes of General Meetings
shall be available for inspection by any Member of the Charity
at any reasonable time.
- All acts done by the Trustees or by any person acting as a Trustee
shall, even if it be afterwards discovered that there was some
defect in the appointment of any such Trustee or person acting
as such, or that they or any of them were disqualified, be as valid
as if every such person had been duly appointed and was qualified
to be a Trustee.
- A resolution in writing, signed by all the Trustees for the
time being entitled to vote, shall be valid and effective as if
it had been passed at a meeting of the Trustees, and may consist
of several documents in the same form, each signed by one or more
Trustees.
- Secretary
- The Trustees shall appoint a Secretary of the Charity upon such
conditions as they think fit; and any Secretary so appointed may
be removed by them..
- A provision of the Act or these articles requiring or authorising
a thing to be done by or to a Trustee and the Secretary shall not
be satisfied by its being done by or to the same person acting
in both capacities.
- Accounts
- The Trustees shall cause proper accounts to be kept in accordance
with the law for the time being in force with respect to:
- all sums of money received and expended by the Charity and
the matters in which the receipt and expenditure takes place;
- all sales and purchases of goods by the Charity;
- the assets and liabilities of the Charity.
- Proper accounts shall be deemed to be kept if they give a true
and fair record of the state of the Charity's affairs and explain
its transactions.
- The accounts shall be kept at the Registered Office of the Charity
or, subject to section 222 of the Act, at such other place or places
as the Trustees think fit.
- The Trustees shall from time to time, in accordance with sections
227 and 241 of the Act, cause to be prepared and to be laid before
the Charity in General Meeting such income and expenditure accounts,
balance sheets, and any reports referred to in those sections.
- A copy of every balance sheet (including every document required
by law to be annexed thereto) which is laid before the Charity
in General Meeting, together with a copy of the auditor's report
and Trustees' report shall not less than twenty?]one days before
the date of the meeting, subject nevertheless to the provisions
of section 240(4) of the Act, be sent to every Member of and every
holder of debentures of the Charity; provided that this regulation
shall not require a copy of those documents to be sent to any person
of whose address the Charity is not aware or to more than one of
the joint holders of any debentures. The auditor's report shall
be open to inspection and shall be read before the meeting.
- Audit
- In accordance with the law for the time being in force the Charity
may—if it is eligible to do so—apply the small company
audit exemptions. Otherwise once at least in every year the accounts
of the Charity shall be examined and the correctness of the income
and expenditure account and balance sheet ascertained by one or
more properly qualified auditor or auditors.
- Auditors shall be appointed and their duties regulated in accordance
with sections 237 and 384 of the Act.
Indemnity
- Subject to the provisions of the Act every Trustee or other
officer or auditor of the Charity shall be indemnified out of the
assets of the Charity against any liability incurred by her/him
in that capacity in defending any proceedings, whether civil or
criminal, in which judgement is given in her/his favour or in which
s/he is acquitted or in connection with any application in which
relief is granted to her/him by the court from liability for negligence,
default, breach of duty or breach of trust in relation to the affairs
of the Charity.
- Regulations
- The Charity in General Meeting or the Trustees may from time
to time make, adopt and amend such regulations in the form of bye-laws,
standing orders, secondary rules or otherwise as they may think
fit for the management, conduct and regulation of the affairs of
the Charity and the proceedings and powers of the Trustees and
Sub-Committees, provided that such regulations are not inconsistent
with the memorandum and articles, and do not amount to an addition
or alteration such as could only legally be made by an alteration
to the memorandum or articles. All Members of the Charity and the
Trustees shall be bound by such regulations whether or not they
have received a copy of them.
- Dissolution
- Clause 7 of the memorandum relating to the winding up and dissolution
of the Charity shall have effect as if its provisions were repeated
in these articles.
Interpretations
- In these articles:
- "The Act" means the Companies Act 1985 and any statutory
re-enactment or modification of that Act in force.
- "The Charity" means the company to which these articles
apply.
- "The memorandum" means the Memorandum of Association
of the Charity.
- "The articles" means these Articles of Association.
- "The Board of Trustees" means all those persons appointed
to perform the duties of directors of the Charity and “Trustee” means
a director.
- "Secretary" means any person appointed to perform
the duties of the Secretary of the Charity.
- “Clear days” in relation to a period of notice means
the period excluding the day when the notice is given and the day
on which it is to take effect.
- "Employee" means anyone holding a current contract
of employment with the Charity.
- “The Commissioners” means the Charity Commissioners
for England and Wales.
- "In writing" shall be taken to include references to
writing, printing, photocopying and other methods of representing
or reproducing words in a visible form, including electronic transmission
where appropriate.
- Words importing the singular number shall include the plural
and vice versa unless a contrary intention appears. Words importing
persons shall include bodies corporate and associations if not
inconsistent with the context. Unless the context requires otherwise,
words or expressions contained in these articles shall bear the
same meaning as in the Act .
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