Memorandum & Articles of Association

THE COMPANIES ACTS 1985 to 1989, COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION OF EUROPEAN VENOUS FORUM LIMITED

The Company’s name is “EUROPEAN VENOUS FORUM LIMITED”.
The Company’s registered office is to be situated in England and Wales.
The Company’s objects are to develop and promote education and training, scientific knowledge, research and clinical expertise of the highest quality and to establish standards in the field of venous disease. In furtherance of the above objects but not further or otherwise the Company shall have the following powers:
1. To promote collaboration between phlebological and vascular societies, health agencies and authorities at national and European levels for achieving the above-mentioned objects and for the continuing improvement of the understanding, prevention, investigation and therapy of venous disorders and the education and training of physicians and paramedical and nursing personnel interested as afore-mentioned.
2. To organise scientific meetings, congresses, seminars, courses and research projects and to provide research and educational grants, internet and electronic communications, book, journal and CD-Rom publications, video and audio recordings, contributions to scientific and medical journals and other publications and research and training materials of all kinds.
3. Subject to such consents as may be required by law, to borrow and raise money for the furtherance of the objects of the Company in such manner and on such security as the Company may think fit.
4. To raise funds and to invite and receive contributions from any person or persons whatsoever by way of subscription, donation or otherwise provided that this shall be without prejudice to the ability of the Company to disclaim any gift, legacy or bequest in whole or in part in such circumstances as the Company may think fit and provided also that the Company may undertake such permanent trading activities in raising funds for the above mentioned charitable objects as are permitted by law.
5. To lend money to and to take security for such loans from and to guarantee and become or give security for the performance of contracts and obligations by any charitable organisation or body.
6. To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, and other negotiable, transferable, or mercantile instruments.
7. To subscribe for either absolutely or conditionally or otherwise acquire and hold shares, stocks, debentures, debenture stock or other securities or obligations of any other company.
8. To invest the moneys of the Company not immediately required for the furtherance of its objects 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.
9. To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges and to construct, maintain and alter any buildings or erections which the Company may think necessary for the promotion of its objects.
10. Subject to such consents as may be required by law, to sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Company with a view to the furtherance of its objects.
11. Subject to clause 4 hereof to employ and pay such architects, surveyors, solicitors and other professional persons, workmen, clerks and other staff as are necessary for the furtherance of the objects of the Company.
12. To make all reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees and their widows and other dependants.
13. To provide indemnity insurance to cover the liability of the Board of Management (or any of them) which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of trust or breach of duty of which they may be guilty in relation to the Company: Provided that any such insurance shall not extend to any claim arising from any act or omission which the Board of Management (or any of them) knew to be a breach of trust or breach of duty or which was committed by the Board of Management (or any of them) in reckless disregard of whether it was a breach of trust or breach of duty or not.
14. To subscribe to, become a member of, or amalgamate or co-operate with any other charitable organisation, institution, society or body not formed or established for purposes of profit (whether incorporated or not and whether in Great Britain or Northern Ireland or elsewhere) whose objects are wholly or in part similar to those of the Company and which by its constitution prohibits the distribution of its income and property amongst its members to an extent at least as great as is imposed on the Company under or by virtue of Clause 4 hereof and to purchase or otherwise acquire and undertake all such part of the property, assets, liabilities and engagements as may lawfully be acquired or undertaken by the Company of any such charitable organisation, institution, society or body.
15. To establish and support or aid the establishment and support of any charitable trusts, associations or institutions and to subscribe or guarantee money for charitable purposes in any way connected with or calculated to further any of the objects of the Company.
16. To do all or any of the things hereinbefore authorised either alone or in conjunction with any other charitable organisation, institution, society or body with which this Company is authorised to amalgamate.
17. To pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company.
18. To do all such other lawful things as are necessary for the attainment of the above objects or any of them.

Provided that:-

1. In case the Company shall take or hold any property which may be subject to any trusts, the Company shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.
2. The objects of the Company shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers.
3. In case the Company shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Company shall not sell, mortgage, charge or lease the same without such authority, approval or consent as may be required by law, and as regards any such property the Board of Management of the Company shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts receipts neglects and defaults, and for the due administration of such property in the same manner and to the same extent as they would as such Board of Management have been if no incorporation had been effected, and the incorporation of the Company shall not diminish or impair any control or authority exercisable by the Chancery Division or the Charity Commissioners over such Board of Management but they shall as regards any such property be subject jointly and separately to such control or authority as if the Company were not incorporated.
The income and property of the Company shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association 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, and no member of its Board of Management 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 herein shall prevent any payment in good faith by the Company:-

1. of reasonable and proper remuneration to any member, officer or servant of the Company (not being a member of its Board of Management) for any services rendered to the Company;
2. of reasonable remuneration or charges to any member of the Board of Management who possesses specialist skills or knowledge for work of that nature done by him, or by his firm, when instructed by the Company to act on its behalf, provided that:-
  1. at no time shall a majority of the members of the Board of Management benefit under this provision; and
  2. a member of the Board of Management shall withdraw from any meeting whilst his own instruction or remuneration, or that of his firm, is being discussed.
3. of interest on money lent by any member of the Company or of its Board of Management 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 Board of Management;
4. of reasonable and proper rent for premises demised or let by any member of the Company or of its Board of Management;
5. of fees, remuneration or other benefit in money or money’s worth to any company of which a member of the Board of Management may also be a member holding not more than 1/100th part of the capital of that company; and
6. to any member of its Board of Management of reasonable out-of-pocket expenses; and
7. of any premium in respect of any such indemnity insurance as is permitted by clause 3(m) of the Memorandum of Association of the Company.
The liability of the members is limited.
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.
If upon the winding-up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Company, but shall be given or transferred to some other charitable institution or institutions having objects similar to the objects of the Company, and which shall prohibit the distribution of its or their income and property to an extent at least as great as is imposed on the Company under or by virtue of clause 4 hereof, such institution or institutions to be determined by the members of the Company at or before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some other charitable object.

THE COMPANIES ACTS 1985 to 1989 , COMPANY LIMITED BY GUARANTEE, AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION OF EUROPEAN VENOUS FORUM LIMITED

INTERPRETATION

In these Articles:-
“the Act” means the Companies Act, 1985, but so that any reference to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.
“the Board” means the Board of Management of the Company.
“the seal” means the common seal of the Company.
“secretary” means any person appointed to perform the duties of the secretary of the Company.
“the United Kingdom” means Great Britain and Northern Ireland.
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.
Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Act or any statutory modification or re-enactment thereof for the time being in force.

OBJECTS

The Company is established for the objects expressed in the Memorandum of Association.

MEMBERS

1. The subscribers to the Memorandum of Association and such other persons as the Board shall admit to membership in accordance with these Articles shall be members of the Company. Every member of the Company shall complete, sign and deliver to the registered office of the Company an application for membership in such form as the Board may from time to time determine, and signifying his consent to become a member, accompanied by such information or documents in support of his application as the Board may from time to time in their absolute discretion require.
2. The membership of the Company shall be divided into the following classes:-

Full Members
Full members shall be medically qualified individuals working or having a major interest in the field of venous disease. Full members shall have the right to receive notice of, attend, speak and vote at general meetings of the Company and to be elected as members of the Board and as officers of the Company.
Associate Members
Associate members shall be non-medically qualified individuals including, without limitation, ultrasonographers, nurses and scientists of various disciplines working or having a major interest in the field of venous disease. Associate members shall have the right to receive notice of, attend and speak but not to vote at general meetings of the Company. Associate members shall be entitled to receive notice of, attend and vote at separate class meetings of the Associate members and shall elect the Chairman and the nine members of the Associate Members Council in accordance with the provisions of the rules or byelaws made pursuant to Article 64 below for the time being in force.
Honorary Members
Honorary members shall be individuals from within or outside Europe who have made outstanding contributions in the field of venous disease. Honorary members shall have the right to receive notice of, attend and speak but not to vote at general meetings of the Company.
Emeritus Members
Emeritus members shall be Full or Associate members retired from their profession. Emeritus members shall have the right to receive notice of, attend and speak but not to vote at general meetings of the Company.
International Members
International members shall be medically qualified individuals or non-medically qualified individuals including, without limitation, ultrasonographers, nurses and scientists of various disciplines residing outside Europe and working or having a major interest in the field of venous disease. International members shall have the right to receive notice of, attend and speak but not to vote at general meetings of the Company. International members shall be entitled to receive notice of, attend and vote at separate class meetings of the International Members Council and shall elect the Chairman and three of the seven members of the International Members Council in accordance with the provisions of the rules or byelaws made pursuant to Article 64 below for the time being in force.
Corporate Members and Senior Corporate Members
Corporate members and Senior Corporate members shall comprise:
1. companies, institutions and other bodies (having independent legal identity) that have an interest in the field of venous disease; and
2. individuals nominated by companies, institutions and other bodies (whether or not having independent legal identity) that have an interest in the field of venous disease. Nomination shall be effected by resolution of the governing body of the company, institution or body making the nomination. An individual so nominated shall deliver to the Company a copy of such resolution, certified as a true copy by a member of the governing body in question or by some other duly authorised officer of the company, institution or body making the nomination, with his application for membership.
Corporate members and Senior Corporate members shall have the right to receive notice of, attend and speak but not to vote at general meetings of the Company.

1. Unless the members of the Board or the Company in general meeting shall make other provision pursuant to the powers contained in Article 64, the members of the Board may in their absolute discretion permit any member of the Company to retire by delivering written notice of his resignation to the Company, provided (regardless of any other provision pursuant to Article 64) that after such retirement the number of members is not less than three and provided further that such resignation shall not relieve the member so resigning of the obligation to pay any outstanding membership fees, assessments or charges accrued and unpaid.
2. The membership of a Corporate member or Senior Corporate member shall cease if, being a representative of a company, institution or body admitted pursuant to the provisions of paragraph (b)(vi)(2) of Article 3 above, the governing body of the company, institution or body which nominated him resolves that he shall cease to be a member of the Company. A copy of such resolution, certified by a member of the governing body in question or by some other duly authorised officer of the company, institution or body revoking the nomination, shall be delivered to the registered office of the Company forthwith. The termination of membership of the individual in question shall take effect immediately upon such delivery.
3. The Board may suspend or expel any member of the Company, for ethical reasons or other causes, by resolution passed by not less than two thirds of its members at a meeting of the Board of which the member concerned shall have been given not less than fourteen clear days’ notice in writing and at which he shall have had the opportunity to speak in his own defence.
4. The Board may, by resolution passed by a majority of its members present at a meeting of the Board terminate the membership of any member of the Company who has become ineligible for membership of the Company for any reason and may suspend or expel any member of the Company who is in default in the payment of his membership fees, assessments or any other charges due from him to the Company.
5. Upon written request delivered to the Company together with payment of all outstanding amounts due from him to the Company and the reinstatement fee (if any) determined by the Board, a former member may be reinstated for membership by resolution of the Board.
The Board shall ensure that the register of members of the Company is kept in accordance with section 352 of the Act and all admissions of members of whatever class and every cessation of membership, for whatever reason, shall be recorded therein.

GENERAL MEETINGS

The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of the Company and that of the next. Provided that so long as the Company holds its first annual general meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The annual general meeting shall be held at such time and place as the Board shall appoint. All general meetings other than annual general meetings shall be called extraordinary general meetings.
The Board may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionists, as provided by section 368 of the Act. If at any time there are not within the United Kingdom sufficient members of the Board capable of acting to form a quorum, any member of the Board or any two members of the Company may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Board.

NOTICE OF GENERAL MEETINGS

A general meeting, whether annual or extraordinary, shall be called by twenty-one days’ notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under the Articles of the Company, entitled to receive such notices from the Company:
Provided that a meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in this Article, be deemed to have been duly called if it is so agreed:-
1. in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; and
2. in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together representing not less than ninety-five per cent of the total voting rights at that meeting of all the members.
The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. One-tenth of the total number of Full members of the Company present in person or by proxy or, if a corporation, by a duly authorised representative, shall be a quorum. Save where a higher proportion of votes is required by law or by these Articles, a resolution of the members shall be passed by a simple majority of the members entitled to vote on such resolution that are present at the meeting in person or by proxy or, being a corporation, by a duly authorised representative and vote on the resolution. 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 to such other day and at such other time and place as the Board may determine.
The Chairman of the Board shall preside as chairman at every general meeting of the Company, or if there is no such Chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act the members of the Board present shall elect one of their number to be chairman of the meeting.
If at any meeting no member of the Board is willing to act as chairman or if no member of the Board is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting.
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 other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for more than fourteen days, notice of the adjourned meeting shall be given as in the case of an original 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.
At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:-
1. by the chairman of the meeting; or
2. by at least two members present in person or by proxy; or
3. by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.
Unless a poll be so demanded a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

The demand for a poll may be withdrawn.

Except as provided in Article 17, if a poll is duly demanded it shall be taken in such manner as the chairman of the meeting directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
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 be entitled to a second or casting vote.
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 as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

VOTES OF MEMBERS

Every Full member shall have one vote. No other class of member shall be entitled to vote at general meetings.
A Full member of unsound mind, or 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 committee, receiver, curator bonis or other person in the nature of a committee, receiver, or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may, on a poll, vote by proxy.
No Full member shall be entitled to vote at any general meeting unless all moneys presently payable by him to the Company have been paid.
1. Any Full 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 of 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 registered office of the Company 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:-

“Limited. I/We of in the County of being a member/members of the above named Company, hereby appoint of or failing him of as my/our proxy to vote for me/us on my/our behalf at the (Annual or Extraordinary, as the case may be) General Meeting of the Company to be held on the day of 20, and at any adjournment thereof. Signed this day of 20 .”

Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:-

” Limited. I/We of in the County of being a member /members of the above named Company, hereby appoint of or failing him of as my/our proxy to vote for me/us on my/our behalf at the (Annual or Extraordinary, as the case may be) General Meeting of the Company to be held on the day of 20 , and at any adjournment thereof. Signed this day of 20 .”

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 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.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

Any company, institution or body having independent legal identity which is a member of the Company may by resolution of its Board or other governing body authorise such person as it thinks fit to act as its representative at any meeting 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 company, institution or body could exercise if it were an individual member of the Company.

BOARD OF MANAGEMENT

The maximum number of the members of the Board may be determined by the Company in general meeting, but unless and until so fixed there shall be no maximum number and the minimum number of members of the Board shall be three.
1. The Board shall comprise the following persons who shall be appointed or elected in accordance with the provisions of Article 31 below:-
  1. the Chairman of the Board;
  2. the President of the Company;
  3. the President Elect (First);
  4. the President Elect (Second);
  5. the Secretary;
  6. the Executive Secretary;
  7. the Treasurer;
  8. the Assistant Treasurer;
  9. the five most recent past Presidents (if willing to act);
  10. a minimum of six Full Members of the Company;
  11. the Chairman of the International Members Council;
  12. the Secretary of the International Members Council;
  13. the Chairman of the Associate Members Council;
  14. the Secretary of the Associate Members Council;
  15. the Chairman of the Fund Development Committee; and
  16. one or more members of the Research, Education and Publication Committee.
2. In addition to the persons specified above but subject to the provisions of any rules or byelaws made pursuant to Article 64 below, each European Venous Society whose members (or some of them) are members of the Company may nominate one person to be a member of the Board. Such nomination shall be in writing signed by a duly authorised officer of the society making the nomination and shall be delivered to the registered office of the Company. As soon as is practicable after receiving such a nomination, the Board shall consider and, if they think fit, approve the appointment of the person so nominated. The appointment shall take effect on the passing of the resolution of the Board approving the appointment or on such later date as may be specified in the resolution.
3. With the exception of the persons specified in sub-paragraphs (xi) to (xiv) inclusive of paragraph (a) above, no person other than a Full member of the Company shall be appointed, elected or hold office as a member of the Board.

APPOINTMENT AND RETIREMENT OF THE CHAIRMAN

1. The first Chairman of the Board shall retire from office at the conclusion of the third annual general meeting held after the incorporation of the Company and every subsequent Chairman shall retire from office at the conclusion of the third annual general meeting held after his last appointment or reappointment as Chairman. A retiring Chairman shall be eligible for reappointment.
2. Every Chairman shall be appointed from the Full Members of the Company by resolution of the Board passed at a meeting of the Board held, in the case of the first Chairman, as soon as practicable after the incorporation of the Company and, in the case of any other Chairman, immediately after the annual general meeting at the conclusion of which a Chairman has retired.
3. Provided that the Board may appoint any Full member of the Company willing to act to be Chairman to fill a vacancy occurring in that office by reason of death, resignation, removal, disqualification or otherwise howsoever, but a Chairman so appointed shall be subject to retirement at the same time as if he had become Chairman on the day on which the Chairman in whose place he is appointed was last appointed or reappointed as Chairman.

ELECTION AND RETIREMENT OF THE PRESIDENT AND PRESIDENTS ELECT

1. The first President, President Elect (First) and President Elect (Second) shall be elected from the Full Members of the Company by resolution of the Board passed at a meeting of the Board held as soon as practicable after the incorporation of the Company.
2. Save as provided in paragraph (d) below, the persons for the time being holding office as President, President Elect (First) and President Elect (Second) of the Company shall each retire from office at the first annual general meeting held after the incorporation of the Company and at every subsequent annual general meeting. With the approval of an ordinary resolution of the members at the annual general meeting, the President Elect (First) shall succeed the retiring President and the President Elect (Second) shall succeed the retiring President Elect (First).
3. No person shall, unless recommended by the Board, be eligible for election at any general meeting to the office of President Elect (Second) or, in the event that such office is not filled by the appropriate person referred to in paragraph (b) above, to the office of President or President Elect (First) unless, not less than fifteen days before the date appointed for the meeting, there shall have been left at the registered office of the Company notice in writing signed by a member duly qualified to attend and vote at the meeting for which such notice is given, of his intention to propose such person for election to such office, and also notice in writing signed by that person of his willingness to be so elected. Subject thereto, the Company may by ordinary resolution elect a person who is willing to act to any such office.
4. The Board may elect any Full member of the Company willing to act to be President, President Elect (First) or President Elect (Second) to fill a vacancy occurring in any such office by reason of death, resignation, removal, disqualification, succession to another such office or otherwise howsoever, but a person so elected shall be subject to retirement at the next following annual general meeting held after his election unless the Board shall by resolution otherwise direct.

ELECTION AND RETIREMENT OF THE SECRETARY, EXECUTIVE SECRETARY, TREASURER AND ASSISTANT TREASURER

1. The first Secretary of the Company shall be the person named as secretary on the prescribed form delivered to the Registrar of Companies in accordance with section 10 of the Act. The first Executive Secretary, Treasurer and Assistant Treasurer shall be elected from the Full Members of the Company by resolution of the Board passed at a meeting of the Board held as soon as practicable after the incorporation of the Company.
2. The persons for the time being holding office as Secretary, Executive Secretary, Treasurer and Assistant Treasurer shall each retire from office at the third annual general meeting held after the incorporation of the Company and at every subsequent third annual general meeting of the Company. A person so retiring shall be eligible for re-election to the office from which he has retired or to any other office on the Board for which he is eligible to be appointed.
3. No person shall, unless recommended by the Board, be eligible for election or re-election at any general meeting to the office of Secretary, Executive Secretary, Treasurer or Assistant Treasurer unless, not less than fifteen days before the date appointed for the meeting, there shall have been left at the registered office of the Company notice in writing signed by a member duly qualified to attend and vote at the meeting for which such notice is given, of his intention to propose such person for election or re-election and specifying the office to which he proposes such person for election or re-election, and also notice in writing signed by the proposed appointee of his willingness to be so elected or re-elected. Subject thereto, the Company may by ordinary resolution elect or re-elect a person who is willing to act to each of the offices of Secretary, Executive Secretary, Treasurer and Assistant Treasurer.
4. The Board may elect any Full member of the Company willing to act to be Secretary, Executive Secretary, Treasurer or Assistant Treasurer to fill a vacancy occurring in any such office by reason of death, resignation, removal, disqualification, succession to another office or otherwise howsoever, but a person so elected shall be subject to retirement at the same time as if he had been elected to that particular office on the day on which the person in whose place he is elected was last elected or re-elected to that particular office.

APPOINTMENT AND RETIREMENT OF MEMBERS OF THE BOARD UPON THE RECOMMENDATION OF THE CHAIRMAN

1. The Board shall be entitled, upon the recommendation of the Chairman of the Board, to appoint the following persons to be members of the Board:
  1. up to six Full Members of the Company;
  2. the Chairman of the Fund Development Committee; and
  3. one or more members of the Research, Education and Publication Committee.
2. The persons appointed pursuant to paragraph (a) above shall retire from office not later than three years after the date of their last appointment or reappointment, but up to three of the Full members referred to in sub-paragraph (i) of paragraph (a) above and any person appointed in accordance with sub-paragraphs (ii) or (iii) of paragraph (a) may, if they are willing to act and are then a Full member of the Company or a member of the relevant committee (as the case may be), be reappointed by the Board.
3. The Board may by resolution fill a vacancy occurring by reason of death, resignation, removal, disqualification, succession to another office or otherwise howsoever in the office of a member of the Board appointed pursuant to this Article 34, but a person so appointed shall be subject to retirement at the same time as if he had been appointed to that particular office on the day on which the person in whose place he is appointed was last appointed or reappointed to that particular office.

APPOINTMENT AND RETIREMENT OF THE CHAIRMAN AND SECRETARY OF THE ASSOCIATE MEMBERS COUNCIL

1. The first Chairman and Secretary of the Associate Members Council shall, upon the recommendation of the Chairman of the Board, be appointed from the Associate Members of the Company by resolution of the Board passed at a meeting of the Board held as soon as practicable after the incorporation of the Company.
2. The persons for the time being holding office as Chairman and Secretary of the Associate Members Council shall each retire from office at a separate meeting of the Associate members held before the third annual general meeting of the Company and before every subsequent third annual general meeting of the Company. A person so retiring shall be eligible for re-election.
3. Subject as aforesaid, the Chairman and Secretary of the Associate Members Council shall be elected or re-elected at a separate meeting of the Associate members of the Company and the provisions of the rules or byelaws for the time being in force made pursuant to Article 64 below pertaining to such election or re-election or to the holding of such a meeting shall be duly observed.

APPOINTMENT AND RETIREMENT OF THE CHAIRMAN AND SECRETARY OF THE INTERNATIONAL MEMBERS COUNCIL

1. The first Chairman and Secretary of the International Members Council shall, upon the recommendation of the Chairman of the Board, be appointed from the International Members of the Company by resolution of the Board passed at a meeting of the Board held as soon as practicable after the incorporation of the Company.
2. The persons for the time being holding office as Chairman and Secretary of the International Members Council shall each retire from office before the third annual general meeting of the Company and before every subsequent third annual general meeting of the Company. A person so retiring shall be eligible for re-election.
3. Subject as aforesaid, the Chairman and Secretary of the International Members Council shall be elected or re-elected in accordance with the provisions of the rules or byelaws for the time being in force made pursuant to Article 64 below pertaining to the election or re-election of those persons.

REMOVAL OF MEMBERS OF THE BOARD

The Company may by ordinary resolution, of which special notice has been given in accordance with section 379 of the Act, remove any member of the Board, howsoever appointed, before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such member of the Board. The Company may by ordinary resolution appoint another person in place of a member of the Board removed from office under this Article. The person so appointed shall be subject to retirement at the same time as the member of the Board in whose place he is appointed would, but for his removal, have been subject to retirement.

DISQUALIFICATION OF MEMBERS OF THE BOARD

The office of member of the Board shall be vacated if the member:-
1. becomes bankrupt or makes any arrangement or composition with his creditors generally; or
2. becomes prohibited from being a member of the Board by reason of section 72 of the Charities Act 1993 or any order made under any provision of the Act or any other statute or otherwise becomes prohibited by law from being a member of the Board; or
3. becomes incapable by reason of mental disorder, illness or injury of managing and administering his property and affairs; or
4. resigns his office by notice in writing to the Company; or
5. is directly or indirectly interested in any contract with the Company and fails to declare the nature of his interest in manner required by section 317 of the Act.

REMUNERATION OF MEMBERS OF THE BOARD

Save as otherwise provided in clause 4 of the Company’s Memorandum of Association, no member of the Board shall be entitled to receive any remuneration or other benefit in money or money’s worth from the Company.

BORROWING POWERS

The Board may in furtherance of the objects of the Company but not otherwise exercise all the powers of the Company to borrow money, and, subject always to sections 38 and 39 of the Charities Act 1993, to mortgage or charge its undertaking and property, or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the Company or of any charitable organisation or body subject to such consents as may be required by law.

POWERS AND DUTIES OF THE BOARD

1. The business of the Company shall be managed by the Board, who may pay all expenses incurred in promoting and registering the Company, and may exercise all such powers of the Company as are not, by the Act or by these Articles, required to be exercised by the Company in general meeting, subject nevertheless to the provisions of the Act or these Articles and to such regulations, being not inconsistent with the aforesaid provisions, as may be prescribed by the Company in general meeting; but no regulation made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made
2. In the exercise of the aforesaid powers and in the management of the business of the Company, the members of the Board shall always be mindful that they are charity trustees within the definition of section 97 of the Charities Act 1993 as the persons having the general control and management of the administration of a charity.
A member of the Board shall not vote in respect of any contract in which he is interested or any matter arising thereout, and if he does so vote his vote shall not be counted.
All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by not less than two persons authorised by resolution of the Board from time to time.
The Board shall cause minutes to be made in books provided for the purpose:-
1. of all appointments of officers made by the Board;
2. of the names of the members of the Board present at each meeting of the Board and of any committee of the Board;
3. of all resolutions and proceedings at all meetings of the Company, and of the Board and of committees of the Board.

PROCEEDINGS OF THE BOARD

The Board 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 decided by a majority of votes. In the case of an equality of votes the chairman shall have a second or casting vote. A member of the Board may, and the secretary on the requisition of a member of the Board shall, at any time summon a meeting of the Board. It shall not be necessary to give notice of a meeting of the Board to any member of the Board for the time being absent from the United Kingdom.
The quorum necessary for the transaction of the business of the Board may be fixed by the Board, and unless so fixed shall be three or one-third of the number of members of the Board for the time being whichever shall be the greater number.
The continuing members of the Board may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to the Articles of the Company as the necessary quorum of members of the Board, the continuing members or member of the Board may act for the purpose of increasing the number of members of the Board to that number, or of summoning a general meeting of the Company, but for no other purpose.
The Chairman of the Board shall serve as chairman of their meetings; but, if no Chairman is elected, or if at any meeting the Chairman is not present within five minutes after the time appointed for holding the same, the members of the Board present may choose one of their number to be chairman of the meeting.
The Board may delegate any of their powers to councils or committees consisting of such persons as may be determined under rules or byelaws made pursuant to Article 64 below for the time being in force or, where no provision is made under such rules and byelaws, such persons as may be determined by the Board. Any council or committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it under the aforesaid rules or byelaws or by resolution of the Board and shall fully and promptly report all acts and proceedings to the Board as soon as is reasonably practicable.
A council or committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the chairman shall have a second or casting vote.
All acts done by any meeting of the Board or of a council or committee of the Board, or by any person acting as a member of the Board, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such member of the Board or person acting as aforesaid, 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 member of the Board.
A resolution in writing, signed by all the members of the Board for the time being entitled to receive notice of a meeting of the Board, shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held.
A provision of the Act or these Articles requiring or authorising a thing to be done by or to a member of the Board and the Secretary shall not be satisfied by its being done by or to the same person acting both as member of the Board and as, or in place of, the Secretary.

THE SEAL

The Board shall provide for the safe custody of the seal and it shall only be used by the authority of the Board or of a committee of the Board authorised by the Board in that behalf, and every instrument to which the seal shall be affixed shall be signed by a member of the Board and shall be countersigned by the secretary or by a second member of the Board or by some other person appointed by the Board for the purpose.

ACCOUNTS

The Board shall cause accounting records to be kept in accordance with the provisions of the Act.
The accounting records shall be kept at the registered office of the Company or, subject to the provisions of the Act, at such other place or places as the Board thinks fit, and shall always be open to the inspection of the officers of the Company.
The Board 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 members of the Board, and no member (not being a member of the Board) shall have any right of inspecting any account or book or document of the Company except as conferred by statute or authorised by the Board or by the Company in general meeting.
The Board shall from time to time in accordance with the provisions of the Act, cause to be prepared and to be laid before the Company in general meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are referred to in those provisions.
A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Company in general meeting, together with a copy of the auditor’s report (if any), and Board’s report, shall not less than twenty-one days before the date of the meeting be sent to every member of the Company and every person entitled to receive notice of general meetings of the Company.

AUDIT

If required by the Act auditors shall be appointed and their duties regulated in accordance with the provisions of the Act.

NOTICES

A notice may be given by the Company to any member either personally or by sending it by post to him or to his registered address, or (if he has no registered address within the United Kingdom) to the address, if any, within the United Kingdom supplied by him to the Company for the giving of notice to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of 24 hours after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post.
Notice of every general meeting shall be given in any manner hereinbefore authorised to:-
1. every member of whatever class;
2. every person being a trustee in bankruptcy of a member where the member but for his bankruptcy would be entitled to receive notice of the meeting;
3. the auditors for the time being of the Company (if any); and
4. each member of the Board.
5. No other person shall be entitled to receive notices of general meetings.

DISSOLUTION

Clause 7 of the Memorandum of Association relating to the winding up and dissolution of the Company shall have effect as if the provisions thereof were repeated in these Articles.

RULES OR BYE LAWS

1. The Board 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, it may by such Rules or Bye Laws regulate:-
  1. The admission and classification of members of the Company, 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 and the issue of membership certificates (if any).
  2. The conduct of members of the Company in relation to one another, and to the Company’s servants.
  3. 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.
  4. The procedure at general meetings and meetings of the Board and councils or committees of the Board in so far as such procedure is not regulated by these presents.
  5. And, generally, all such matters as are commonly the subject matter of company rules.
2. The Company in general meeting shall have power to alter or repeal the Rules or Bye Laws and to make additions thereto and the Board shall adopt such means as they deem sufficient to bring to the notice of members of the Company all such Rules or Bye Laws, which so long as they shall be in force, shall be binding on all members of the Company. Provided, nevertheless, that no Rule or Bye Law shall be inconsistent with, or shall affect or repeal anything contained in, the Memorandum or Articles of Association of the Company.

INDEMNITY

1. Every member of the Board or other officer or auditor of the Company shall be indemnified out of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under section 727 of the Act in which relief is granted to him by the Court, and no member of the Board or other officer 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. But this Article shall only have effect in so far as its provisions are not avoided by section 310 of the Act.
2. The members of the Board shall have power to purchase and maintain for any member of the Board such insurance as is permitted by clause 3(m) of the Company’s Memorandum of Association.

We, the Subscribers to this Memorandum of Association, wish to be formed into a Company pursuant to this Memorandum.

Company Number: 4354339

The Companies Acts 1985 to 1989

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

Memorandum

Memorandum & Articles of Association

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