INTERPRETATION
1. (a) In the
Memorandum of Association and these Articles of Association, if
not inconsistent with the subject matter or context, the words
standing in the first column of the table next hereinafter
contained shall bear the meaning set opposite to them
respectively in the second column thereof:-
Words and
Meanings
Accounting
Date 31 December in each year or such
other date as the Board may from time to time decide.
Articles The Articles of
Association of the Company as from time to time altered by
Special Resolution
Association The Channel
Islands Occupation Society (Jersey).
Association
Members The members of the Association
from time to time
Auditor The auditor(s)
for the time being of the Company (if any).
Board A meeting of the
Directors duly constituted.
Company The Company established
under the Memorandum of Association to which the Articles refer.
Debenture Debenture and/or
debenture stock.
Directors The directors of
the Company for the time being which, for the avoidance of
doubt, shall include a corporate director (acting where
appropriate through its corporate representative) in accordance
with the provisions of the Law.
General
Committee The ruling body of the
Association as defined in the rules (from time to time) of the
Association.
General
Meeting An Annual General Meeting
or an Extraordinary General Meeting.
Group The Company and
its Subsidiaries for the time being.
in
writing Written, printed,
transmitted by facsimile, or electronic means, or photographed
or represented by any other substitute for writing, or partly
one and partly another.
Island The island of
Jersey and its dependencies.
Law The Companies
(Jersey) Law 1991 and every statutory modification or
re-enactment thereof for the time being in force.
Material
Benefit A benefit (whether direct
or indirect) which may or may not be financial but which has a
monetary value.
Member A person who is
registered in the Register of Members of the Company.
Month Calendar month.
Objects the
objects set out in clause 7 of the Memorandum of
Association.
Office The Registered
Office for the time being of the Company.
Ordinary Resolution A
resolution of the Company in General Meeting adopted by a simple
majority of the votes cast at that meeting.
Register The Register of
Members as required to be kept by Article 41 of the Law.
Seal The Common Seal
of the Company.
Secretary The Secretary of
the Company or any other person appointed by the Directors to
perform the duties of the Secretary of the Company, including a
joint, assistant or deputy Secretary.
Special
Resolution A resolution of the
Company passed as a special resolution in accordance with
Article 90 of the Law.
Subsidiary or
Subsidiaries Shall have that meaning set out in
Articles 2 and 2A of the Law.
(b)
Expressions referring to writing shall, unless the contrary
intention appears, be construed as including references to
printing, lithography, photography and other modes of
representing or reproducing words in a visible form.
(c) In the
Memorandum and Articles, unless there be something in the
subject matter or context inconsistent with such construction:-
(i)
words importing the singular number shall include the plural
number and vice versa.
(ii) words importing the masculine gender only shall
include the feminine gender.
(iii) words importing persons only shall include companies
or associations or bodies of persons, whether corporate or not.
(iv)
the word "may" shall be construed as permissive and the
word "shall" shall be construed as imperative.
(v)
Any reference to ‘person’ or ‘persons’ includes natural
persons, firms, partnerships, companies, corporations,
associations, organisations, charities and trusts (in each case
whether or not having separate legal personality).
(d)
References to:-
(i)
any section or provision of the Law, if not inconsistent with
the subject matter or context, include any corresponding or
substituted section or provision of any amending, consolidating
or replacement legislation;
(ii) an Article, by number are to the particular Article
of the Articles;
(iii) a pound or pounds (or £) are references to the
currency of the United Kingdom.
(e) Subject
as aforesaid, any word or expression defined in the Law or the
Interpretation (Jersey) Law 1954 shall, if not inconsistent with
the subject matter or context, bear the same meaning in the
Articles.
(f) The
headings are inserted for convenience only and shall not affect
the construction of the Articles.
ARTICLES
OF ASSOCIATION
2.
These are the Articles of Association of the Company
subject to amendment by the Company from time to time by Special
Resolution. For the purposes of Article 6(2) of the Law and for
the avoidance of doubt the articles known as the Standard Table
set out in the Schedule to the Companies (Standard Table)
(Jersey) Order 1992 are wholly excluded.
ACTIVITY
3.
In furtherance of the Objects, any branch or kind of
activity may be undertaken by the Directors at such time or
times as they shall think fit and further may be suffered by
them to be in abeyance, whether such branch or kind of activity
may have been actually commenced or not, so long as the
Directors may deem it expedient not to commence or proceed with
such branch or kind of activity.
MEMBERS
4.
The number of Members with which the Company proposes to
be registered is five.
5.
The subscribers to the Memorandum of Association of the
Company and such other persons as are admitted to membership in
accordance with the Articles shall be Members of the Company.
No person shall be admitted a Member of the Company unless:
(a)
he is approved by the Directors;
(b)
he has been appointed as a member of the General
Committee by the Association Members in accordance with the
rules (from time to time) of the Association; and
(c)
he shall have delivered to the Company an application for
membership in such form as the Directors require executed by him
together with a written confirmation of his willingness to be
appointed as a Director for the entire duration of his
membership of the Company.
6.
Any Member desiring to retire as Member shall signify
such desire in writing to the Company or Secretary and his name
shall then be removed from the list of Members and he shall
cease to be a Member as soon as his name has been removed. The
Member shall be deemed to have been removed from the Register
within fourteen days of having signified in writing to the
Secretary his desire to retire as a Member.
7.
No membership rights shall be transferable or
transmissible and all membership rights shall terminate on the
Member ceasing to be a Member in the following circumstances:-
(a)
by resignation effected by notice in writing in
accordance with Article 6;
(b)
if he shall not send a reply within three months after a
notice has been given to him by the Company or Secretary asking
him if he is desirous of resigning;
(c)
on death, or in the case of a corporate Member, on
dissolution;
(d)
if he is removed from membership by resolution of the
Directors on the ground that in the Directors’ reasonable
opinion the Member’s continued membership is harmful to the
Company (but only after notifying the Member in writing and
considering the matter in the light of any written
representations which the Member concerned puts forward within
14 clear days after receiving notice); or
(e)
if he is removed as a member of the General Committee by
the Association Members in accordance with the rules (from time
to time) of the Association.
8.
The Directors shall keep or cause to be kept at the
Office or elsewhere on the Island a Register in the manner
required by Article 41 of the Law and shall before the end of
February in every year after the year in which the Company is
incorporated prepare a memorandum containing the particulars
required by Article 71 of the Law and deliver a copy thereof to
the Registrar of Companies.
CONFIRMATION OF MEMBERSHIP
9.
Every person whose name is entered as a Member in the
Register shall be entitled without payment to receive from the
Company confirmation of his membership in the Company.
COMPROMISES AND ARRANGEMENTS
10.
Where a compromise or arrangement is proposed between the
Company and its Members or any class of them, the Directors (or,
if the Company is being wound up, the liquidator) may call
General Meetings of the Members or a separate meeting of the
class of Members and if a resolution (being, in the case of
General Meetings of Members, a Special Resolution or, in the
case of a separate meeting of a class of Members, a resolution
passed by a majority of two-thirds of the votes cast at such
meeting) is passed thereat approving the compromise or
arrangement, the compromise or arrangement shall be binding on
all the Members or class of Members, as the case may be, and
also on the Company and, if the Company is in the course of
being wound up, on the liquidator.
GENERAL
MEETING
11.
The Company shall in each calendar year after that of
incorporation hold a General Meeting as its Annual General
Meeting in addition to any other meeting in that year. The
first Annual General Meeting of the Company shall be held within
eighteen months from the date of registration of the Company.
Subject to the terms of Article 87(4) of the Law all the Members
may agree in writing to dispense with the requirement to hold an
Annual General Meeting.
12.
All General Meetings, other than Annual General Meetings,
shall be called Extraordinary General Meetings and shall be held
at such place as shall be determined by the Directors from time
to time.
13.
The Directors may call an Extraordinary General Meeting
whenever they think fit and an Extraordinary General Meeting
shall be convened on such requisition or, in default, may be
convened by such requisitionists, and in such manner as provided
by the Law.
NOTICE OF
GENERAL MEETINGS
14.
In the case of an Extraordinary General Meeting of the
Company or of any class of Members at least fourteen clear days'
notice specifying the place, the day and the hour of the meeting
and in case of special business the general nature of such
business (and in the case of an Annual General Meeting or an
Extraordinary General Meeting at which a Special Resolution is
to be passed at least twenty-one days notice specifying the
meeting as such) shall be given in manner hereinafter mentioned
to all the Members and to the Directors and the Auditor. The
Auditor shall be entitled to attend (either in person or by his
representatives) and to speak at all General Meetings of the
Company.
15.
A General Meeting of the Company shall, notwithstanding
that it is called by shorter notice than that specified in
Article 14 be deemed to have been duly called with
regard to the length of notice if it is so agreed in the case of
an Annual General Meeting by all the Members entitled to attend
and vote thereat and otherwise by a majority in number of the
Members having a right to attend and vote at the meeting being a
majority together holding not less than ninety-five per cent of
the total voting rights of the Members who have that right.
16.
In every notice calling a meeting of the Company or of
any class of Members of the Company there shall appear with
reasonable prominence a statement that a Member entitled to
attend and vote is entitled to appoint one or more proxies to
attend and vote instead of him and that a proxy need not also be
a Member.
17.
It shall be the duty of the Company, on the requisition
in writing of any number of Members representing not less than
one-tenth of the total voting rights of all the Members having
at the date of the requisition a right to vote at the meeting to
which the requisition relates and (unless the Company otherwise
resolves) at the expense of the requisitionists, to give to
Members entitled to have notice of any Annual General Meeting
notice of any Resolution which may properly be moved and is
intended to be moved at that meeting and to circulate to Members
entitled to have notice of any General Meeting sent to them any
statement of not more than one thousand words with respect of
the matter referred to in any proposed Resolution or the
business to be dealt with at that meeting.
18.
The non-receipt of notice of a meeting by any person
entitled to receive notice shall not invalidate the proceedings
at that meeting provided that satisfactory proof shall be
furnished at the meeting that notice has been given to
such person in accordance with the provisions of the Articles.
PROCEEDINGS AT GENERAL MEETINGS
19.
All business shall be deemed special that is transacted
at an Extraordinary General Meeting and also all business that
is transacted at an Annual General Meeting, with the exception
of the consideration of the accounts, balance sheets and the
reports of the Directors and the Auditor, the election of
Directors and the Auditor in the place of those retiring and the
appointment and the fixing of the remuneration of the Auditor.
20.
In relation to presence at General Meetings:-
(a)
no business shall be transacted at any General Meeting
unless a quorum is present. Save:-
(i)
as the Articles otherwise provide; or
(ii)
in the case of a single member company
two Members present in person or
by proxy and entitled to vote shall be a quorum for all
purposes;
(b)
if a Member is by any means in communication with one or
more other Members so that each Member participating in the
communication can hear what is said by any other of them, each
Member so participating in the communication shall be deemed to
be present at a meeting with the other Members so participating.
21.
If within half an hour from the time appointed for the
meeting a quorum is not present, the meeting shall be dissolved
and shall stand adjourned to the same day in the next week, at
the same time and place, or to such other day and at such other
time and place as the Directors may determine and if at such
adjourned meeting a quorum is not present within thirty minutes
from the time appointed for holding the meeting, the meeting
shall be dissolved.
22.
The Chairman (if any) or, if absent, the Deputy Chairman
(if any) of the Board of Directors, or failing him, some other
Director nominated by the Directors, shall preside as Chairman
at every General Meeting of the Company, but if at any meeting
neither the Chairman nor Deputy Chairman be present within
fifteen minutes after the time appointed for holding the
meeting, or if neither of them be willing to act as Chairman,
the Directors present shall choose some Director present to be
Chairman.
23.
The Chairman 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 any adjourned
meeting except business which might lawfully have been
transacted at the meeting from which the adjournment took
place. When a meeting is adjourned for fourteen days or more
seven clear days' notice at the least specifying the place, the
day and the hour of the adjourned meeting shall be given as in
the case of the original meeting but it shall not be necessary
to specify in such notice the nature of the business to be
transacted at the adjourned meeting. Save as aforesaid, it
shall not be necessary to give any notice of an adjournment or
of the business to be transacted at an adjourned meeting.
24.
No resolution, not approved by the Directors, shall be
moved by any Member at a General Meeting unless the Member has
given previous notice in writing of his intention to do so and
by leaving such notice, together with his name, address and
occupation and a copy of the proposed resolution at the Office
and by serving a copy of such notice on all other Members of the
Company at least seven days prior to the General Meeting.
25.
The following regulations shall apply at any General
Meeting:-
(a)
The matters mentioned in the notice convening the Meeting
shall be considered before any other matter is raised.
(b)
Every proposition, duly made and seconded, shall be put
to the vote, provided that it is not in contravention of the Law
nor contrary to the Articles.
(c)
Except in the case of a Special Resolution decisions of a
General Meeting shall be made by an absolute majority of the
votes recorded.
(d)
When a matter is put to the vote the Chairman may at his
discretion either call for a show of hands or a poll.
Nevertheless, if, either before a matter is put to the vote or
immediately after a decision has been taken by a show of hands,
any five Members having the right to vote or any Member or
Members present representing at least one tenth of the total
voting rights of the Members demand a poll, the Chairman shall
comply with their demand and the result of the poll shall be
taken to be the decision of the Meeting.
(e)
In order to ascertain the majority of votes:-
(i)
in the case of a decision taken by a show of hands only
the votes of those Members present and voting in person shall be
counted and each vote shall be counted as one.
(ii)
in the case of a poll there shall be counted not only the
votes of the Members present and voting in person but also the
votes of those who are represented and who are voting by proxy.
(iii)
if a vote is taken by a show of hands without a poll
having been demanded as aforesaid the Chairman's declaration
that a proposition has either been adopted or rejected shall be
accepted as the resolution of the meeting without further proof.
26.
In the case of an equality of votes, whether on a show of
hands or on a poll, the Chairman of the meeting at which the
show of hands takes place or at which the poll is demanded shall
not be entitled to a second or casting vote.
27.
A poll demanded on the election of a Chairman or on a
question of adjournment shall be taken forthwith. A poll
demanded on any other question shall be taken at such time and
place as the Chairman directs not being more than thirty days
from the date of the meeting on which the poll has been
demanded. 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.
28.
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 has been demanded. A demand for a
poll may, before the poll is taken, be withdrawn 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. If a poll is demanded
before the declaration of the result of a show of hands and the
demand is duly withdrawn, the meeting shall continue as if the
demand had not been made.
VOTES OF
MEMBERS
29.
On a show of hands every Member present in person or by
proxy shall have one vote. On a poll every Member present in
person or by proxy shall also have one vote.
30.
A Member who has appointed Special and General Attorneys
or a Member who is subject to a Curatelle and Curator appointed
by the Royal Court or a Member of unsound mind in respect of
whom an Order has been made by any court having jurisdiction in
lunacy may vote, whether on a show of hands or on a poll, by his
said Attorney, Curator, committee, receiver, curator bonis, or
other person in the nature of a committee, receiver, curator
bonis, appointed by such court, and such Attorney, Curator,
committee, receiver, curator bonis, or other person may on a
poll vote by proxy, provided that such evidence as the Directors
may require of the authority of the person claiming to vote
shall have been deposited at the Office not less than
twenty-four hours before the time for holding the meeting or
adjourned meeting at which such person claims to vote.
31.
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 given or tendered and every vote not
disallowed at such meeting shall be valid for all
purposes. Any such objection made in due time shall be referred
to the Chairman of the meeting, whose decision shall be final
and conclusive.
32.
On a poll votes may be given either personally or by
proxy.
33.
The instrument appointing a proxy shall be in writing
under the hand of the appointor or of his attorney duly
authorised in writing, or, if the appointor is a corporation,
either under its common seal or under the hand of an officer or
attorney so authorised.
34.
Any person (whether a Member of the Company or not) may
be appointed to act as proxy.
35.
The instrument appointing a proxy and the power of
attorney or the authority (if any) under which it is signed, or
a notarially certified copy of such power or authority, shall be
deposited at the Office or at such other place as is specified
for that purpose in the notice of the meeting or in the
instrument of proxy issued by the Company not less than
twenty-four hours before the time appointed for holding the
meeting or adjourned meeting at which the person named in the
instrument proposes to vote and in default the instrument of
proxy shall not be treated as valid.
36.
An instrument of proxy shall be in any usual or common
form or in any form which the Directors may approve.
37.
The Directors may at the expense of the Company send, by
post or otherwise, to the Members instruments of proxy (with or
without stamped envelopes for their return) for use at any
General Meeting or at any meeting of any class of Members of the
Company, either in blank or nominating in the alternative any
one or more of the Directors or any other persons. If for the
purpose of any meeting invitations to appoint as proxy a person
or one of a number of persons specified in the invitations are
issued at the expense of the Company such invitations shall be
issued to all (and not to some only) of the Members entitled to
be sent a notice of the meeting and to vote thereat by proxy.
38.
A vote given in accordance with the terms of an
instrument of proxy shall be valid notwithstanding the death or
insanity of the principal or the revocation of the instrument of
proxy or of the authority under which the instrument of proxy
was executed, provided that no intimation in writing of such
death, insanity or revocation shall have been received by the
Company at the Office before the commencement of the meeting or
adjourned meeting at which the instrument of proxy is used.
39.
Any corporation which is a Member of the Company may by
resolution of its Directors or other governing body authorise
such person as it thinks fit to act as its representative at any
meeting of the Company or at any meeting of any class of any
Members of the Company and the person so authorised shall be
entitled to exercise the same powers on behalf of the
corporation which he represents as that corporation could
exercise if it were an individual Member of the Company and such
corporation shall for the purposes of these presents be deemed
to be present in person at any such meeting if a person so
authorised is present thereat.
40.
A resolution in writing (including a Special Resolution
but excluding a resolution removing an auditor) signed by all
Members who would be entitled to receive notice of and to attend
a vote at a general meeting at which such a resolution would be
proposed, or by their duly appointed attorneys, shall be as
valid and effectual as if it had been passed at a general
meeting of the Company duly convened and held. Any such
resolution may consist of several documents in the like form
each signed by one or more of the Members or their attorneys and
signature in the case of a corporate body which is a Member
shall be sufficient if made by a director or other duly
authorised officer thereof or its duly authorised attorney.
DIRECTORS
41.
There shall at all times be at least three Directors of
the Company.
42.
A Director must be a Member of the Company to qualify him
as a Director.
43.
The first Director or Directors shall be determined in
writing by the subscribers to the Memorandum of Association or
the majority of them and all subsequent Directors shall be
comprised of the Members who shall be automatically elected to
the Board of Directors following their submission of the written
confirmation required to be given by each Member in accordance
with Article 5(c).
44.
The Directors shall be entitled to be paid all reasonable
travelling, hotel and other expenses properly incurred by them
in or with a view to the performance of their duties or in
attending meetings of the Directors or of Committees of the
Directors or General Meetings of the Company.
45.
Any Director (or any firm or company of which a Director
is a partner, director, member or employee) may enter into a
contract with the Company to supply goods or services in return
for a payment or other Material Benefit but only if:
(a)
the goods or services are actually required by the
Company;
(b)
the nature and level of remuneration is no more than is
reasonable in relation to the value of the goods or services;
(c)
no more than one half of the Directors are subject to
such a contract in any financial year; and
(d)
the Directors comply with the procedures set out in
Article 68
and any such additional procedures as are required by the Law.
46.
In relation to the appointment of an alternate Director:-
(a)
each Director shall have the power by instrument in
writing to nominate another Director or any other person who is
a Member to act as alternate Director in his place at any
meeting of the Directors at which he is unable to be present and
at his discretion to remove such alternate Director. Such
alternate Director may also be authorised to execute documents
or resolutions on behalf of the Company.
(b)
an alternate Director shall be entitled to receive notice
of meetings of the Board and to attend and if his appointor is
absent from the meeting to vote at any such meeting and to
perform thereat all the functions of his appointor. Any
Director of the Company who is appointed an alternate Director
shall be entitled to vote at a meeting of the Directors on
behalf of the Director so appointing him as distinct from the
vote to which he is entitled in his own capacity as a Director
of the Company and shall also be considered as two Directors for
the purpose of making a quorum of Directors when such quorum
shall exceed two but no Director shall at any meeting be
entitled to act as alternate Director for more than one other
Director. If his appointor is for the time being unavailable
the appointee's signature to any resolution in writing of the
Directors shall be as effective as the signature of his
appointor.
(c)
an alternate Director shall be entitled to contract and
be interested in and benefit from contracts or arrangements with
the Company and to be repaid expenses and to be indemnified to
the same extent mutatis mutandis as if he were a Director.
(d)
an alternate Director shall ipso facto cease to be an
alternate Director if his appointor ceases for any reason to be
a Director, provided that if any Director retires by rotation or
otherwise but is re-elected at the same Meeting, any appointment
made by him pursuant to this Article which was in force
immediately before his retirement shall remain in force.
(e)
any instrument appointing an alternate Director shall be
in any usual or common form or in any form which the Directors
may approve.
(f)
the appointment and removal of an alternate Director
shall take effect when lodged at or delivered to the Office.
47.
The office of a Director shall be vacated in any of the
following events namely:-
(a)
if he resigns his office by notice in writing under his
hand sent to or left at the Office.
(b)
if he becomes bankrupt or insolvent (as the case may be)
or makes any arrangement or composition with his creditors
generally.
(c)
if he becomes of unsound mind.
(d)
if he is removed from office by Ordinary Resolution in
accordance with the provisions of Article
57
(but without prejudice to any claim for damages for breach of
any contract between the Director and the Company).
(e)
if he ceases to be a Director by virtue of or becomes
prohibited or disqualified from being a Director by reason of an
order made under any provision of any law or enactment.
48.
A Director may act in a professional capacity to the
Company in accordance with Article 45
and in any such case on such terms as to remuneration and
otherwise as the Directors may arrange. No Director shall be
disqualified by his office from contracting with the Company, or
any subsidiary of the Company, either in regard to such other
office or place of profit or as vendor, purchaser or otherwise,
nor shall any such contract nor any contract or arrangement
entered into by or on behalf of the Company, or any subsidiary
of the Company, in which any Director be in any way interested
be avoided, nor shall any Director so contracting or being so
interested be liable to account to the Company for any profit
realised by any such contract or arrangement by reason of such
Director holding that office or of the fiduciary relationship
thereby established, but the nature of his interest shall be
disclosed by him at the meeting of the Directors at which the
question of entering into the contract or arrangement is first
taken into consideration or, if the Director was not at the date
of that meeting interested in the proposed contract or
arrangement, then at the next meeting of the Directors held
after he became so interested and in a case where the Director
becomes interested in a contract or arrangement after it is
made, then at the first meeting of the Directors held after he
becomes so interested.
POWERS OF
DIRECTORS
49.
The business of the Company shall be managed by the
Directors who may exercise all such powers of the Company as are
not by the Law or by the Articles required to be exercisable by
the Company in General Meeting, subject nevertheless to:
(a)
any regulation of the Articles;
(b)
the provisions of the Law; and
(c)
such regulations, being not inconsistent with the
aforesaid regulations or provisions, as may be prescribed by the
Company in General Meeting (but so that no regulation made by
the Company in General Meeting shall invalidate any prior act of
the Directors which would have been valid if such regulation had
not been made).
The general powers given by this
Article shall not be limited or restricted by any special
authority or power given to the Directors by any other Article.
In the exercise of their powers, the Directors will have regard
to the Objects.
50.
The Directors may establish any committee, local boards
or agencies for managing any of the affairs of the Company and
may appoint any persons to be members of such committees, local
boards or agencies and may delegate to any such committee, local
board or agent any of the powers, authorities and discretions
vested in the Directors with power to sub-delegate and may
authorise the members of any local board or any of them to fill
any vacancies therein and to act notwithstanding vacancies and
any such appointment or delegation may be made upon such terms
and subject to such conditions as the Directors may think fit
and the Directors may remove any person so appointed and may
annul or vary any such delegation, but no person dealing in good
faith and without notice of any such annulment or variation
shall be affected thereby.
51.
The Directors may from time to time and at any time by
power of attorney appoint any company, firm or person, or any
fluctuating body of persons, whether nominated
directly or indirectly by the Directors, to be attorney or
attorneys of the Company for such purposes and with such powers,
authorities and discretions (not exceeding those vested in or
exercisable by the Directors under the Articles) and for such
period and subject to such conditions as they may think fit and
any such power of attorney may contain such provisions for the
protection and convenience of persons dealing with any such
attorney as the Directors may think fit and may also authorise
any such attorney to sub-delegate all or any of the powers,
authorities and discretions vested in him.
52.
Subject as hereinafter provided the Directors may
exercise all the powers of the Company to borrow money and to
mortgage or charge its undertaking, property or any part thereof
and to issue debentures and other securities, whether outright
or as collateral security, for any debt, liability or obligation
of the Company or of any third party.
53.
All cheques, promissory notes, drafts, bills of exchange
and other negotiable or transferable instruments and all
receipts for moneys paid to the Company shall be signed, drawn,
accepted, endorsed or otherwise executed, as the case may be, in
such manner as the Directors shall from time to time by
Resolution determine.
PRESIDENT
54.
The Directors may from time to time appoint any one or
more of their body to the office of President for such period
and on such terms as they think fit. The appointment of a
Director so appointed shall be subject to determination ipso
facto if he ceases from any cause to be a Director or (subject
to the terms of any contract between him and the Company) if the
Directors resolve that his term of office as President be
determined.
55.
The Directors may entrust to and confer upon any Director
appointed to the office of President any of the powers
exercisable by them as Directors upon such terms and conditions
and with such restrictions as they think fit and either
collaterally with or to the exclusion of their own powers and
may from time to time revoke, withdraw or vary all or any part
of such powers.
APPOINTMENT AND REMOVAL OF DIRECTORS
56.
The Company may from time to time by Ordinary Resolution
increase or reduce the minimum number of Directors (provided
always that this shall not be below three) and/or fix and from
time to time increase or reduce a maximum number of Directors.
57.
The Company may from time to time either by Ordinary
Resolution or by resolution of the Board appoint any person to
be a Director, either to fill a casual vacancy or as an
additional Director. Any Director appointed by resolution of
the Board shall hold office only until the next following Annual
General Meeting and shall then be eligible for re-appointment.
The Company may by Ordinary Resolution remove any Director
before the expiration of his period of office and may by
Ordinary Resolution appoint another person in his stead.
PROCEEDINGS OF DIRECTORS
58.
The Directors may meet together for the despatch of
business, adjourn and otherwise regulate their meetings as they
think fit. Questions arising at any meeting shall be determined
by a majority of votes. In case of an equality of votes, the
chairman shall have a second or casting vote. A Director may
and the Secretary on the requisition of a Director shall at any
time summon a meeting of the Directors.
59.
The quorum for the transaction of the business of the
Directors may be fixed by the Directors and (unless so fixed at
any other number not less than three) shall be three. The
continuing Directors or Director may act notwithstanding any
vacancies in their number but, if the number of Directors is
less than the quorum, the continuing Directors or Director may
act only for the purpose of filling vacancies or of calling a
general meeting.
60.
If there be no Directors or Director able or willing to
act, then any two Members may summon a General Meeting for the
purpose of appointing Directors to be held at such place as they
shall determine. In the case of a single member company, such
Member may appoint a Director or Directors by written
resolution.
61.
In relation to meetings of Directors:-
(a)
for the purpose of these Articles the contemporaneous
linking together by telephone or other means of communication of
a number of the Directors not less than a quorum shall be deemed
to constitute a meeting of the Directors and all the provisions
of these Articles as to meetings of the Directors shall apply to
such meetings so long as the following conditions are met:-
(i)
all the Directors for the time being entitled to receive
notice of a meeting of the Directors (including any alternate
for any Director) shall be entitled to notice of such meeting
and to be linked by telephone or such other means of
communication for the purposes of such meeting. Notice of any
such meeting may be given on the telephone or other means of
communication;
(ii)
each of the Directors taking part in such meeting must be
able to hear each of the other Directors taking part at the
commencement of such meeting;
(iii)
at the commencement of such meeting each Director must
acknowledge his presence to all the other Directors taking part
in any such meeting.
(b)
a Director may not leave such meeting by disconnecting
his telephone or other means of communication unless he has
previously obtained the express consent of the Chairman of such
meeting and a Director shall be conclusively presumed to have
been present and to have formed part of the quorum at all times
during such meeting unless he has previously obtained the
express consent of the Chairman of such meeting to leave such
meeting as aforesaid.
(c)
a minute of the proceedings of such meeting shall be
sufficient evidence of such proceedings and of the observance of
all necessary formalities if certified as a correct minute by
the Chairman of the meeting.
62.
The Directors may from time to time elect and remove a
Chairman and, if they think fit, a Deputy Chairman and determine
the period for which they respectively are to hold office. The
Chairman or, failing him, the Deputy Chairman shall preside at
all meetings of the Directors, but if there be no Chairman or
Deputy Chairman or if at any meeting the Chairman or Deputy
Chairman be not present within fifteen minutes after the
time appointed for holding the same, the Directors present may
choose one of their number to be Chairman of the meeting.
63.
A resolution in writing signed by all the Directors for
the time being shall be valid and effectual as a resolution
passed at a meeting of the Directors duly convened and held and
may consist of several documents in the like form each signed by
one or more of the Directors and signature in the case of a body
corporate which is a Director shall be sufficient if made by a
director thereof or its duly appointed attorney.
64.
A meeting of the Directors for the time being at which a
quorum is present shall be competent to exercise all powers and
discretions for the time being exercisable by the Directors.
65.
The Directors may delegate any of their powers to
committees consisting of such member or members of their body as
they think fit. Any committee so formed shall in the exercise of
the powers so delegated conform to any regulations that may be
imposed on it by the Directors.
66.
The meetings and proceedings of any such committee
consisting of two or more members shall be governed by the
provisions of the Articles regulating the meetings and
proceedings of the Directors so far as the same are applicable
and are not superseded by any regulations made by the Directors
under Article
65.
67.
All acts done by any meeting of Directors or of a
committee of Directors or by any person acting as a Director
shall, notwithstanding it be afterwards discovered that there
was some defect in the appointment of any such Director or
person acting as aforesaid, 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 duly been
appointed and was qualified and had continued to be a Director
and had been entitled to vote.
68.
Whenever a Director has a personal interest in a matter
to be discussed at a meeting of the Directors or a committee the
Director concerned must:-
(a)
declare an interest as or before discussion begins on the
matter;
(b)
withdraw from the meeting for that item unless expressly
invited to remain in order to provide information;
(c)
not be counted in the quorum for that part of the
meeting;
(d)
withdraw during the vote and have no vote on the matter;
and
(a)
comply with such additional procedures as are required by
the Law.
69.
The Directors shall cause minutes to be made:-
(a)
of all appointments of officers made by the Directors.
(b)
of the names of the Directors present at each meeting of
Directors and of any committee of Directors.
(c)
of all resolutions and proceedings at all meetings of the
Company and of the Directors and of committees of Directors.
Any such minute, if purporting
to be signed by the Chairman of the meeting at which the
proceedings were held or by the Chairman of the next succeeding
meeting, shall be evidence of the proceedings.
SECRETARY
70.
The Secretary shall be appointed by the Directors.
Anything required or authorised to be done by or to the
Secretary may, if the office is vacant or there is for any other
reason no Secretary capable of acting, be done by or to any
Assistant or Deputy Secretary, or if there is no Assistant or
Deputy Secretary capable of acting, by or to any officer of the
Company authorised generally or specially in that behalf by the
Directors. Provided that any provisions of the Articles
requiring or authorising a thing to be done by or to a Director
and the Secretary shall not be satisfied by it being done by or
to the same person acting both as Director and as, or in the
place of, the Secretary.
71.
For the avoidance of doubt, a person may hold office both
as Director and as Secretary.
THE SEAL
72.
The Directors of the Company may resolve to adopt a
company seal. The Directors shall provide for the safe custody
of the Seal, if any, and the Seal shall never be used except by
the authority of a resolution of the Directors or of a committee
of the Directors authorised by the Directors in that behalf.
The Directors may from time to time make such regulations as
they see fit determining the persons and the number of such
persons in whose presence the Seal shall be used and until
otherwise so determined the Seal shall be affixed in the
presence of two Directors, or of one Director and the Secretary,
or of one Director and some other person duly authorised by the
Directors, who shall sign every instrument to which the Seal is
affixed. If the Company engages in business outside the Island
it may, by resolution of the Directors, adopt a facsimile of the
Seal for use in and which shall bear the name of any country,
territory or place outside the Island.
73.
Written instruments to which the Company’s common seal is
not affixed may be signed on behalf of the Company by such
person or persons as the Directors may from time to time by
resolution authorise. In the absence of an express
authorisation either generally or with respect to a specific
written instrument any one Director is authorised to sign any
written instrument on behalf of the Company.
APPLICATION OF INCOME AND PROPERTY
74.
Subject to the provisions of the Law, the income and
property of the Company shall be applied solely towards the
Objects and no part of its shall be paid or transferred directly
or indirectly by way of dividend, bonus or in any other way that
amounts to a distribution of profits or surplus to Members or
the Directors. Notwithstanding the foregoing, nothing shall
prevent the provision of goods or services to a Member or
Director in furtherance of the Objects or the following
payments:-
(a)
reasonable interest on money lent by any Member or
Director;
(b)
reasonable and proper rent for premises demised or lent
by any Member or Director;
(c)
fees, remuneration or other benefit in money or money’s
worth to a company or firm of which a Director or Member may be
a partner, director, member or employee provided always that the
provisions of Article 45 are complied with;
(d)
out of pocket expenses to any Director or Member;
(e)
charitable grants or other assistance to a Member or
Director where it is applied for charitable purposes;
(f)
any sum (or the transfer of any assets) to a Member upon
the dissolution of the Company where it is to be applied for
charitable purposes;
(g)
reasonable and proper premiums in respect of indemnity
insurance.
ACCOUNTS
75.
The Directors shall cause true accounts to be kept:-
(a)
of the sums of money received and expended by the Company
and the matters in respect of which such receipts and
expenditures take place;
(b)
of the assets and liabilities of the Company.
76.
The books of account shall be kept at the Office or at
such other place as the Directors think fit and shall always be
open to the inspection of the Directors.
77.
The Directors shall from time to time determine whether
and to what extent and at what times and places and under what
conditions or regulations the accounts and books of the Company,
or any of them, shall be open to the inspection of Members, not
being Directors, and no Member (not being a Director) shall have
any right of inspecting any account or book or document of the
Company, except as conferred by the Law or as authorised by the
Directors or by the Company in General Meeting.
78.
At the General Meeting in every year the Directors shall
lay before the Company a profit and loss account for the period
since the preceding Accounting Date or (in the case of the first
account) since the incorporation of the Company made up to a
date not later than eighteen calendar months after the date of
incorporation.
79.
A balance sheet as at the Accounting Date shall be made
out in every year and laid before the Company in General
Meeting. The balance sheet shall be accompanied by a report of
the Directors as to the state of the Company's affairs.
80.
A copy of such balance sheet and report shall, ten days
previously to the meeting, be circulated among the Members.
AUDIT
81.
The Members may by Ordinary Resolution and the Directors
may by resolution of the Board at any time if they think fit
appoint an Auditor who shall examine the accounts, balance sheet
and report of the Directors and shall report to the Members upon
the correctness thereof. In the event that an Auditor is so
appointed he shall retire and face re-election and his
re-election shall be determined at each Annual General Meeting
subsequent to such appointment, subject to the following
provisions:-
(a)
if an appointment of the Auditor is not made at an Annual
General Meeting, the Board may appoint the Auditor for the
current year and fix his or their remuneration;
(b)
a Director or officer of the Company shall not be capable
of being appointed the Auditor;
(c)
the Board may fill any casual vacancy in the office of
Auditor, but while such vacancy continues, the surviving or
continuing Auditor or Auditors (if any) may act;
(d)
the only persons qualified to act as Auditor shall be
members of any internationally recognised accounting body.
The Auditor if and when appointed shall be entitled to receive
from the Company a list of all books kept by the Company and its
Subsidiaries and shall have the right of access at all times to
the books, accounts and vouchers of the Company, and shall be
entitled to require from the Directors and officers of the
Company such information and explanations as may be necessary
for the performance of the duties of the Auditor and the Auditor
shall make a report to the Members on the accounts examined by
him or them and on every balance sheet laid before the Company
in General Meeting during their tenure of office.
NOTICES
82.
Any notice or document may be served by the Company on
any Member either personally or by sending it through the post
in a prepaid letter addressed to such Member at his address
appearing in the Register.
83.
Any Member present, either personally or by proxy, at any
meeting of the Company shall for all purposes be deemed to have
received due notice of such meeting and, where requisite, of the
purpose for which such meeting was convened.
84.
Any summons, notice, order or other document required to
be sent to or served upon the Company, or upon any officer of
the Company may be sent or served by leaving the same or sending
it through the post in a prepaid letter, envelope or wrapper
addressed to the Company or to such officer at the Office.
85.
Any notice or other document, if served by post, shall be
deemed to have been served forty-eight hours after the time when
the letter containing the same is posted and in proving such
service it shall be sufficient to prove that the letter
containing the notice or document was properly addressed and
duly posted.
86.
Any notice or document delivered or sent by post to or
left at the registered address of any Member in pursuance of the
Articles shall, notwithstanding that such Member be then dead or
bankrupt and whether or not the Company has notice of his death
or bankruptcy, be deemed to have been duly served in respect to
such Member unless his name shall at the time of the service of
the notice or document have been removed from the Register of
Members and such service shall for all purposes be deemed a
sufficient service of such notice or document.
WINDING
UP
87.
Subject always to the Law, if the Company shall be wound
up the surplus assets remaining after payment of all creditors
shall be applied in one or more of the following ways:-
(a)
by transfer to one or more other organisations based in
the Island or elsewhere for charitable purposes within, the same
as or similar to the Objects whether or not such organisations
are Members;
(b)
directly for the Objects or charitable purposes in the
Island or elsewhere within, the same as or similar to the
Objects or any of them; or
(c)
in such manner consistent with the Objects as shall be
approved by Special Resolution.
INDEMNITY
88.
To the extent permitted by the Law every present or
former Director, Secretary or other officer of the Company shall
be entitled to be indemnified by the Company against all costs,
charges, losses, expenses and liabilities incurred by him in the
execution and discharge of his duties or in respect of any act
done in his capacity as a Director, Secretary or other officer
of the Company or otherwise in any way in relation to his duties
including but not limited to any liability incurred by him in
defending any proceedings, civil or criminal, which relate to
anything done or omitted or alleged to have been done or
omitted by him as an officer or employee of the Company and in
which judgment is given in his favour (or the proceedings
otherwise disposed of without any finding or admission of any
material breach of duty on his part) or in which he is acquitted
or in connection with any application under any statute for
relief from liability in respect of any such act or omission in
which relief is granted to him by the court. No Director,
Secretary or other officer of the Company shall be liable for
the acts, receipts, neglects, or defaults of any other Director,
Secretary or officer or for joining in any receipt or other act
for conformity unless he himself has been negligent or in wilful
default of his duty.
89.
The Company may purchase and maintain for any officer
insurance against any liability.
REPRESENTATIVES FOR REAL AND PERSONAL ESTATE
90.
The power and authority to represent the Company for the
purchase or sale of real property will be vested in the
Directors for the time being or in one of them designated by the
Directors or in their duly appointed Attorney or mandatory. The
Directors or one of them designated by the Directors or their
duly appointed Attorney or mandatory will represent the Company
in all legal and judicial transactions arising out of the real
property of the Company.
91.
One of the Directors of the Company for the time being or
an Attorney duly appointed by the Directors will represent the
Company before all courts of Law with respect to all legal
transactions other than those arising from the real property of
the Company.
WE, the several persons whose
names and addresses are hereunto subscribed, are desirous of
being formed into a Company in pursuance of the foregoing
Articles of Association, and we respectively agree to become
Members of the Company limited by guarantee to the amount set
out in the Memorandum of Association of the Company in
accordance with the Law.
