ARTICLES OF ASSOCIATION OF CAREFULAI
The company's name is "CarefulAI".
The company's registered office is CarefulAI, Springboard Technium, Llantarnam Park, Cwmbran, NP44 3AW
The company's objects are to enable health & social care systems to deliver tenfold improvements in a manner that reduces the risk of investment in data driven technologies e.g. AI.
Powers of the Company
In pursuance of those aims (but not otherwise), the company shall have the following powers:-
(a) To promote the ethos & work of the company.
(b) To deliver ethical data, computer, management and behavioural science services.
(c) To provide support to those involved ethical data, computer, management and behavioural science.
(d) To carry on any other activities which further any of the above objects.
(e) To promote companies whose activities may further one or more of the above objects, or may generate income to support the activities of the company, acquire and hold shares in such companies and carry out, in relation to any such company which is a subsidiary of the company, all such functions as may be associated with a holding company.
(f) To acquire and take over the whole or any part of the undertaking and liabilities of any body holding property or rights which are suitable for the company’s activities.
(g) To purchase, take on lease, hire, or otherwise acquire, any property or rights which are suitable for the company’s activities.
(h) To improve, manage, develop, or otherwise deal with, all or any part of the undertaking, property and rights of the company.
(i) To sell, let, hire out, license, or otherwise dispose of, all or any part of the undertaking, property and rights of the company. In this clause, "property" means any property, heritable or moveable, wherever situated in this clause, and throughout these articles of association.
(j) To lend money and give credit (with or without security) and to grant guarantees and issue indemnities.
(k) To borrow money, and to give security in support of any such borrowings by the company, in support of any obligations undertaken by the company or in support of any guarantee issued by the company.
(l) To employ such staff as are considered appropriate for the proper conduct of the company’s activities, and to make reasonable provision for the payment of pension and/or other benefits for members of staff, ex-members of staff and their dependants.
(m) To engage such consultants and advisers as are considered appropriate from time to time.
(n) To effect insurance of all kinds (which may include officers’ liability insurance).
(o) To invest any funds which are not immediately required for the company’s activities in such investments and securities (including land in any part of the world) as may be considered appropriate or advantageous (and to dispose of, and vary, such investments and securities).
(p) To liaise, and enter into any arrangement with other voluntary sector bodies, local authorities, UK or Scottish government departments and agencies, and other bodies, all with a view to furthering the company’s objects, and to obtain from any such body, authority government department or agency, any right, privilege or concession.
(q) To establish and/or support any other body, and to make donations for any charitable purpose falling within the company’s objects.
(r) To take such steps as may be deemed appropriate for the purpose of raising funds for the company’s activities.
(s) To accept subscriptions, grants, donations, gifts and legacies of all kinds (and to accept any reasonable conditions attaching to them).
(t) To oppose, or object to, any application or proceedings which may prejudice the company’s interests.
(u) To enter into any arrangement with any organisation, government or authority which may be advantageous for the purposes of the activities of the company, and to enter into any arrangement for co-operation or mutual assistance with any body, whether incorporated or unincorporated.
(v) To carry out any of these objects in any part of the world as principal, agent, contractor, trustee or in any capacity and through an agent, contractor, sub-contractor, trustee or any person acting in any other capacity and either alone or in conjunction with others.
(w) To do anything which may be incidental or conducive to the furtherance of any of the company’s objects.
Guarantees
Directors of the company undertake to contribute such amount as may be required (not exceeding £2) to the company's assets if it should be wound up while he/she is a director, or within one year after he/she ceases to be a director, for payment of the company's debts and liabilities contracted before he/she ceases to be a member.
Movement of Property
If on the winding-up of the company any property remains after satisfaction of all the company's debts and liabilities, such property shall not be paid to or distributed among the members directors of the company; that property shall instead be transferred to some other body or bodies (whether incorporated or unincorporated) whose objects are similar (wholly or in part) to the objects of the company.
The body or bodies to which property is transferred shall be determined by the members of the company at or before the time of dissolution or, failing such determination, by such court as may have jurisdiction at the time.
The structure of the company
The company consists of:-
Member(s) - who have the right to attend the annual general meeting (and any general meeting) and have important powers under the articles of association in particular, the members guide the company as to the extent to which the company develops Capabilities and applies them to Themes. The members of the company shall consist of the subscribers to Capabilities and Themes
These Capabilities and Themes are published at www.carefulai.com
Membership shall be open to those who (in the opinion of the directors) either
(a) have received training in ethical AI; or
(b) use ethical AI in a professional capacity; or
(c) have relevant experience.
Any person who wishes to become a member must sign, and lodge with the company, a written application for membership, along with the membership fee.
Annual membership fee will be set by the board of directors and will be subject to review on an annual basis.
A member may not transfer his/her membership to any other person. The director(s) may, at their discretion, refuse to admit any person to membership. The director(s) shall consider each application for membership at the first director(s)’ meeting which is held after receipt of the application; the directors shall, within a reasonable time after the meeting, notify the applicant of their decision on the application.
Any person who wishes to withdraw from membership shall sign, and lodge with the company, a written notice to that effect; on receipt of the notice by the company, he/she shall cease to be a member. Anyone who defaults on membership payments will have their membership automatically withdrawn Expulsion from membership. Any person may be expelled from membership by special resolution. The following procedures have been observed:- (a) at least 21 days’ notice of the intention to propose the resolution must be given to the member concerned, specifying the grounds for the proposed expulsion. Membership shall cease on death.
Directors(s) - who hold regular meetings during the period between annual general meetings, and generally control and supervise the activities of the company;
In particular, the directors are responsible for monitoring the financial position of the company.
They will hold General meetings of Members at or around the 5th of November. The business of each annual general meeting shall include:-
(a) a report by the chair on the activities of the Company
(b) consideration of the annual accounts of the Company
The director(s) may convene a general meeting at any time. The maximum number of directors shall be 5. Individuals who have an interest in the objectives of the Company are eligible for election as directors. The directors may at any time appoint anyone (providing he/she is willing to act). A director shall automatically vacate office if:-
(a) he/she ceases to be a director if UK law prohibits the them by law from being a director; (b) he/she becomes debarred under any statutory provision from being involved in the administration or management of a company;
(c) he/she becomes incapable for medical reasons of fulfilling the duties of his/her office and such incapacity is expected to continue for a period of more than six months
(d) he/she becomes an employee of an organisation that places them in a conflict of interest situation, as designated by the Chairperson;
(e) he/she resigns office by notice to the Company;
(f) he/she is absent (without permission of the directors) from more than three consecutive meetings of the directors, and the directors resolve to remove him/her from office;
(g) he/she is removed from office by ordinary resolution
(h) the directors pass a resolution by simple majority for the removal of that Director
The directors shall maintain a register of directors, setting out full details of each director, including the date on which he/she became a director, and also specifying the date on which any person ceased to hold office as a director. The directors shall elect from among themselves Secretary, and such other office bearers (if any) as they consider appropriate. The Company and its assets and undertaking shall be managed by the directors, who may exercise all the powers of the Company. A meeting of the directors at which a quorum is present may exercise all powers exercisable by the directors. A director may serve as an employee (full time or part time) of the company.
Special Interest Groups
The primary objective of a Special Interest Group is to manage the resources targeted at the Capabilities and Themes of the company. A group consists of one or more directors, and at least two members. It may delegate to the chairperson of the company such powers as they may consider appropriate in a general meeting, a quorum for a special interest group shall be 3 persons in such a general meeting.
General Meetings
The directors must convene a general meeting if a notice signed by ten or more members requesting an general meeting is received by the Company, the directors must convene a general meeting - and on the basis that it must be held within six weeks from the date on which the notice was received. At least 14 clear days’ notice must be given of
(a) an annual general meeting or
(b) a general meeting at which a special resolution is to be proposed.
At least 28 clear days’ must be given of a resolution requiring special notice. All other general meetings shall be called by at least 14 clear days’ notice. The reference to “clear days” shall be taken to mean that, in calculating the period of notice, the day after the notice is posted, (or, in the case of a notice contained in an electronic communication, the day after the time when it was sent) and also the day of the meeting, should be excluded.
A notice calling a meeting shall specify the time and place of the meeting; it shall
(a) indicate the general nature of the business to be dealt with at the meeting. A notice convening an annual general meeting shall specify that the meeting is to be an annual general meeting; any other general meeting shall be called a general meeting. Notice of every general meeting shall be given (either in writing or, where the party to whom notice is given has notified the company of an address to be used for the purpose of electronic communications, by way of an electronic communication) to all the members and directors, and (if there are auditors in office at the time) to the auditors.
(b) if a special resolution is to be proposed, shall also state that fact, giving the exact terms of the resolution. For the purposes of these articles, a “special resolution” means a resolution passed by 75% or more of the votes cast on the resolution at an annual general meeting or extraordinary general meeting, providing proper notice of the meeting and of the intention to propose the resolution. The reference to a 75% majority relates only to the number of votes cast in favour of the resolution as compared with the number of votes cast against the resolution, and accordingly no account shall be taken of abstentions or those directors absent from the meeting.
By special resolution a quorum of Directors at the annual General Meeting can
(a) to alter its name
(b) to alter its memorandum of association with respect to the Company’s objects
(c) to alter any provision of these articles or adopt new articles of association.
For the purposes of these articles, an “ordinary resolution” means a resolution passed by majority vote (taking account only of those votes cast in favour as compared with those votes against, and (as applicable) the chairperson’s casting vote), at an annual general meeting or general meeting, providing proper notice.
Procedure at General Meetings
No business shall be dealt with at any general meeting unless a quorum is present; the quorum for a general meeting shall be 2 persons entitled to vote, each being a Member or a proxy for a member.
If a quorum is not present within 15 minutes after the time at which a general meeting was due to commence - or if, during a meeting, a quorum ceases to be present - the meeting shall stand adjourned to such time and place as may be fixed by the chairperson of the meeting.
The chair of the Company shall (if present and willing to act as chairperson) preside as chairperson of each general meeting; if the chair is not present and willing to act as chairperson within 15 minutes after the time at which the meeting was due to commence, the directors present at the meeting shall elect from among themselves the person who will act as chairperson of that meeting. The chairperson of a general meeting may, with the consent of the meeting, adjourn the meeting to such time and place as the chairperson may determine.
Every Member shall have one vote, which (whether on a show of hands or on a secret ballot) may be given either personally or by proxy.
A member who wishes to appoint a proxy to vote on his/her behalf at any meeting must lodge with the company, prior to the time when the meeting commences, a written proxy form, signed by him/her, or an email from him/her.
A member shall not be entitled to appoint more than one proxy to attend the same meeting.
A proxy appointed to attend and vote at any meeting instead of a member shall have the same right as the member who appointed him/her to speak at the meeting.
If there is an equal number of votes for and against any resolution, the chairperson of the meeting shall be entitled to a casting vote.
A resolution put to the vote at a general meeting shall be decided on a show of hands unless a secret ballot is demanded by the chairperson (or by at least two persons present at the meeting and entitled to vote, whether as members or as proxies for members); a secret ballot may be demanded either before the show of hands takes place, or immediately after the result of the show of hands is declared. If a secret ballot is demanded, it shall be taken at the meeting and shall be conducted in such a manner as the chairperson may direct; the result of the ballot shall be declared at the meeting at which the ballot was demanded.
The directors shall ensure that minutes are made of all proceedings at general meetings, directors’ meetings and meetings of committees;
A minute of any meeting shall include the names of those present, and (as far as possible) shall be signed by the chairperson of the meeting.
Any notice which requires to be given to a director under these articles shall be given either in writing or by way of an electronic communication; such a notice may either be given personally to the director or be sent by post in a pre-paid envelope addressed to the director at the address last intimidated by him/her to the company or (in the case of a director who has notified the company of an address to be used for the purpose of electronic communications) may be given to the director by way of an electronic communication.
Any notice, if sent by post, shall be deemed to have been given at the expiry of 24 hours after posting; for the purpose of proving that any notice was given, it shall be sufficient to prove that the envelope containing the notice was properly addressed and posted.
Any notice contained in an electronic communication shall be deemed to have been given at the expiry of 24 hours after it is sent; for the purpose of proving that any electronic communication was sent
Personal interests
A Director who is in any way, whether directly or indirectly interested in a proposed or existing transaction or arrangement with the company shall declare the nature and extent of his/her interest to the other directors.
The directors may, in accordance with the requirements set out in section authorise any matter proposed to them by any director which would, if not authorised, involve a director breaching his duty under the said section to avoid conflicts of interest.
Provided he/she has declared his/her interest a director will not be debarred from entering into an arrangement with the company in which he/she has an interest and may retain any personal benefit which he/she gains from his/her participation in that arrangement.
Procedure at Directors Meetings
Any director may call a meeting of the directors or request the secretary to call a meeting of the directors.
Questions arising at a meeting of the directors shall be decided by a majority of votes; if an equality of votes arises, the chairperson of the meeting shall have a casting vote.
No business shall be dealt with at a meeting of the directors unless a quorum is present; the quorum for meetings of the directors shall be 2.
A director shall be deemed to be present at a meeting of the directors and to form part of the quorum of that meeting if he/she participates by telephone or video conference facilities or similar means such that he/she can hear and be heard by the other directors present (or deemed to be present) at the meeting.
If at any time the number of directors in office falls below the number fixed as the quorum, the remaining director(s) may act only for the purpose of filling vacancies or of calling a general meeting.
Unless he/she is unwilling to do so, the chair of the Company shall preside as chairperson at every directors’ meeting at which he/she is present; if the chair is unwilling to act as chairperson or is not present within 15 minutes after the time when the meeting was due to commence, the directors present shall elect from among themselves the person who will act as chairperson of the meeting.
The directors may, at their discretion, allow any person who they reasonably consider appropriate, to attend and speak at any meeting of the directors; for the avoidance of doubt, any such person who is invited to attend a directors’ meeting shall not be entitled to vote.
A director shall not vote at a directors’ meeting (or at a meeting of a committee) on any resolution concerning a matter in which he/she has a personal interest which conflicts (or may conflict) with the interests of the company; he/she must withdraw from the meeting while an item of that nature is being dealt with.
A person shall be deemed to have a personal interest in a particular matter if any partner or other close relative of his/hers or any firm of which he/she is a partner or any limited company of which he/she is a substantial shareholder or director, has a personal interest in that matter.
A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he/she is not entitled to vote.
Financial Procedures
Accounting records shall be kept in accordance with all applicable statutory requirements and such accounting records shall, in particular, contain entries from day to day of all sums of money received and expended by the company and the matters in respect of which such receipt and expenditure take place and a record of the assets and liabilities of the company; such accounting records shall be open to inspection at all times by any Director of the Company. Two signatories appointed by the directors shall be required in relation to all operations (other than lodgement of funds) on decisions relating to trading accounts held by the company. At least one out of the two signatures must be the signature of a director.
The directors shall ensure that proper accounting records are maintained in accordance with all applicable statutory requirements The directors shall prepare annual accounts, complying with all relevant statutory requirements; if an audit is required under any statutory provisions or if they otherwise think fit, they shall ensure that an audit of such accounts is carried out by a qualified auditor. If the company is wound up, the liquidator shall give effect to the provisions of the original memorandum of association,
Without prejudice to any indemnity to which a director may otherwise be entitled, each director or other office of the company (other than any person (whether an office or not) engaged by the company as an auditor) shall be indemnified out of the company’s assets against all costs, charges, losses, expenses and liabilities incurred by him as a director or other officer of the company or any company that is a trustee of an occupational pension scheme in the actual or purported execution and/or discharge of his/her duties, or in relation thereto including any liability incurred by him in defending any civil or or criminal proceedings, in which judgement is given in his favour or in which he is acquitted or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part or in connection with any application in which the court grants him/her relief from liability for negligence, default, breach of duty or breach of trust in relation to the company’s affairs.
The company shall be entitled to purchase and maintain for any director, insurance against any loss or liability which any director or other officer of the company may sustain or incur in connection with the execution of the duties of his/her office, and such insurance may extend to liabilities of the nature of the companies business. Reference in these articles to the singular shall be deemed to include the plural.
The company's name is "CarefulAI".
The company's registered office is CarefulAI, Springboard Technium, Llantarnam Park, Cwmbran, NP44 3AW
The company's objects are to enable health & social care systems to deliver tenfold improvements in a manner that reduces the risk of investment in data driven technologies e.g. AI.
Powers of the Company
In pursuance of those aims (but not otherwise), the company shall have the following powers:-
(a) To promote the ethos & work of the company.
(b) To deliver ethical data, computer, management and behavioural science services.
(c) To provide support to those involved ethical data, computer, management and behavioural science.
(d) To carry on any other activities which further any of the above objects.
(e) To promote companies whose activities may further one or more of the above objects, or may generate income to support the activities of the company, acquire and hold shares in such companies and carry out, in relation to any such company which is a subsidiary of the company, all such functions as may be associated with a holding company.
(f) To acquire and take over the whole or any part of the undertaking and liabilities of any body holding property or rights which are suitable for the company’s activities.
(g) To purchase, take on lease, hire, or otherwise acquire, any property or rights which are suitable for the company’s activities.
(h) To improve, manage, develop, or otherwise deal with, all or any part of the undertaking, property and rights of the company.
(i) To sell, let, hire out, license, or otherwise dispose of, all or any part of the undertaking, property and rights of the company. In this clause, "property" means any property, heritable or moveable, wherever situated in this clause, and throughout these articles of association.
(j) To lend money and give credit (with or without security) and to grant guarantees and issue indemnities.
(k) To borrow money, and to give security in support of any such borrowings by the company, in support of any obligations undertaken by the company or in support of any guarantee issued by the company.
(l) To employ such staff as are considered appropriate for the proper conduct of the company’s activities, and to make reasonable provision for the payment of pension and/or other benefits for members of staff, ex-members of staff and their dependants.
(m) To engage such consultants and advisers as are considered appropriate from time to time.
(n) To effect insurance of all kinds (which may include officers’ liability insurance).
(o) To invest any funds which are not immediately required for the company’s activities in such investments and securities (including land in any part of the world) as may be considered appropriate or advantageous (and to dispose of, and vary, such investments and securities).
(p) To liaise, and enter into any arrangement with other voluntary sector bodies, local authorities, UK or Scottish government departments and agencies, and other bodies, all with a view to furthering the company’s objects, and to obtain from any such body, authority government department or agency, any right, privilege or concession.
(q) To establish and/or support any other body, and to make donations for any charitable purpose falling within the company’s objects.
(r) To take such steps as may be deemed appropriate for the purpose of raising funds for the company’s activities.
(s) To accept subscriptions, grants, donations, gifts and legacies of all kinds (and to accept any reasonable conditions attaching to them).
(t) To oppose, or object to, any application or proceedings which may prejudice the company’s interests.
(u) To enter into any arrangement with any organisation, government or authority which may be advantageous for the purposes of the activities of the company, and to enter into any arrangement for co-operation or mutual assistance with any body, whether incorporated or unincorporated.
(v) To carry out any of these objects in any part of the world as principal, agent, contractor, trustee or in any capacity and through an agent, contractor, sub-contractor, trustee or any person acting in any other capacity and either alone or in conjunction with others.
(w) To do anything which may be incidental or conducive to the furtherance of any of the company’s objects.
Guarantees
Directors of the company undertake to contribute such amount as may be required (not exceeding £2) to the company's assets if it should be wound up while he/she is a director, or within one year after he/she ceases to be a director, for payment of the company's debts and liabilities contracted before he/she ceases to be a member.
Movement of Property
If on the winding-up of the company any property remains after satisfaction of all the company's debts and liabilities, such property shall not be paid to or distributed among the members directors of the company; that property shall instead be transferred to some other body or bodies (whether incorporated or unincorporated) whose objects are similar (wholly or in part) to the objects of the company.
The body or bodies to which property is transferred shall be determined by the members of the company at or before the time of dissolution or, failing such determination, by such court as may have jurisdiction at the time.
The structure of the company
The company consists of:-
Member(s) - who have the right to attend the annual general meeting (and any general meeting) and have important powers under the articles of association in particular, the members guide the company as to the extent to which the company develops Capabilities and applies them to Themes. The members of the company shall consist of the subscribers to Capabilities and Themes
These Capabilities and Themes are published at www.carefulai.com
Membership shall be open to those who (in the opinion of the directors) either
(a) have received training in ethical AI; or
(b) use ethical AI in a professional capacity; or
(c) have relevant experience.
Any person who wishes to become a member must sign, and lodge with the company, a written application for membership, along with the membership fee.
Annual membership fee will be set by the board of directors and will be subject to review on an annual basis.
A member may not transfer his/her membership to any other person. The director(s) may, at their discretion, refuse to admit any person to membership. The director(s) shall consider each application for membership at the first director(s)’ meeting which is held after receipt of the application; the directors shall, within a reasonable time after the meeting, notify the applicant of their decision on the application.
Any person who wishes to withdraw from membership shall sign, and lodge with the company, a written notice to that effect; on receipt of the notice by the company, he/she shall cease to be a member. Anyone who defaults on membership payments will have their membership automatically withdrawn Expulsion from membership. Any person may be expelled from membership by special resolution. The following procedures have been observed:- (a) at least 21 days’ notice of the intention to propose the resolution must be given to the member concerned, specifying the grounds for the proposed expulsion. Membership shall cease on death.
Directors(s) - who hold regular meetings during the period between annual general meetings, and generally control and supervise the activities of the company;
In particular, the directors are responsible for monitoring the financial position of the company.
They will hold General meetings of Members at or around the 5th of November. The business of each annual general meeting shall include:-
(a) a report by the chair on the activities of the Company
(b) consideration of the annual accounts of the Company
The director(s) may convene a general meeting at any time. The maximum number of directors shall be 5. Individuals who have an interest in the objectives of the Company are eligible for election as directors. The directors may at any time appoint anyone (providing he/she is willing to act). A director shall automatically vacate office if:-
(a) he/she ceases to be a director if UK law prohibits the them by law from being a director; (b) he/she becomes debarred under any statutory provision from being involved in the administration or management of a company;
(c) he/she becomes incapable for medical reasons of fulfilling the duties of his/her office and such incapacity is expected to continue for a period of more than six months
(d) he/she becomes an employee of an organisation that places them in a conflict of interest situation, as designated by the Chairperson;
(e) he/she resigns office by notice to the Company;
(f) he/she is absent (without permission of the directors) from more than three consecutive meetings of the directors, and the directors resolve to remove him/her from office;
(g) he/she is removed from office by ordinary resolution
(h) the directors pass a resolution by simple majority for the removal of that Director
The directors shall maintain a register of directors, setting out full details of each director, including the date on which he/she became a director, and also specifying the date on which any person ceased to hold office as a director. The directors shall elect from among themselves Secretary, and such other office bearers (if any) as they consider appropriate. The Company and its assets and undertaking shall be managed by the directors, who may exercise all the powers of the Company. A meeting of the directors at which a quorum is present may exercise all powers exercisable by the directors. A director may serve as an employee (full time or part time) of the company.
Special Interest Groups
The primary objective of a Special Interest Group is to manage the resources targeted at the Capabilities and Themes of the company. A group consists of one or more directors, and at least two members. It may delegate to the chairperson of the company such powers as they may consider appropriate in a general meeting, a quorum for a special interest group shall be 3 persons in such a general meeting.
General Meetings
The directors must convene a general meeting if a notice signed by ten or more members requesting an general meeting is received by the Company, the directors must convene a general meeting - and on the basis that it must be held within six weeks from the date on which the notice was received. At least 14 clear days’ notice must be given of
(a) an annual general meeting or
(b) a general meeting at which a special resolution is to be proposed.
At least 28 clear days’ must be given of a resolution requiring special notice. All other general meetings shall be called by at least 14 clear days’ notice. The reference to “clear days” shall be taken to mean that, in calculating the period of notice, the day after the notice is posted, (or, in the case of a notice contained in an electronic communication, the day after the time when it was sent) and also the day of the meeting, should be excluded.
A notice calling a meeting shall specify the time and place of the meeting; it shall
(a) indicate the general nature of the business to be dealt with at the meeting. A notice convening an annual general meeting shall specify that the meeting is to be an annual general meeting; any other general meeting shall be called a general meeting. Notice of every general meeting shall be given (either in writing or, where the party to whom notice is given has notified the company of an address to be used for the purpose of electronic communications, by way of an electronic communication) to all the members and directors, and (if there are auditors in office at the time) to the auditors.
(b) if a special resolution is to be proposed, shall also state that fact, giving the exact terms of the resolution. For the purposes of these articles, a “special resolution” means a resolution passed by 75% or more of the votes cast on the resolution at an annual general meeting or extraordinary general meeting, providing proper notice of the meeting and of the intention to propose the resolution. The reference to a 75% majority relates only to the number of votes cast in favour of the resolution as compared with the number of votes cast against the resolution, and accordingly no account shall be taken of abstentions or those directors absent from the meeting.
By special resolution a quorum of Directors at the annual General Meeting can
(a) to alter its name
(b) to alter its memorandum of association with respect to the Company’s objects
(c) to alter any provision of these articles or adopt new articles of association.
For the purposes of these articles, an “ordinary resolution” means a resolution passed by majority vote (taking account only of those votes cast in favour as compared with those votes against, and (as applicable) the chairperson’s casting vote), at an annual general meeting or general meeting, providing proper notice.
Procedure at General Meetings
No business shall be dealt with at any general meeting unless a quorum is present; the quorum for a general meeting shall be 2 persons entitled to vote, each being a Member or a proxy for a member.
If a quorum is not present within 15 minutes after the time at which a general meeting was due to commence - or if, during a meeting, a quorum ceases to be present - the meeting shall stand adjourned to such time and place as may be fixed by the chairperson of the meeting.
The chair of the Company shall (if present and willing to act as chairperson) preside as chairperson of each general meeting; if the chair is not present and willing to act as chairperson within 15 minutes after the time at which the meeting was due to commence, the directors present at the meeting shall elect from among themselves the person who will act as chairperson of that meeting. The chairperson of a general meeting may, with the consent of the meeting, adjourn the meeting to such time and place as the chairperson may determine.
Every Member shall have one vote, which (whether on a show of hands or on a secret ballot) may be given either personally or by proxy.
A member who wishes to appoint a proxy to vote on his/her behalf at any meeting must lodge with the company, prior to the time when the meeting commences, a written proxy form, signed by him/her, or an email from him/her.
A member shall not be entitled to appoint more than one proxy to attend the same meeting.
A proxy appointed to attend and vote at any meeting instead of a member shall have the same right as the member who appointed him/her to speak at the meeting.
If there is an equal number of votes for and against any resolution, the chairperson of the meeting shall be entitled to a casting vote.
A resolution put to the vote at a general meeting shall be decided on a show of hands unless a secret ballot is demanded by the chairperson (or by at least two persons present at the meeting and entitled to vote, whether as members or as proxies for members); a secret ballot may be demanded either before the show of hands takes place, or immediately after the result of the show of hands is declared. If a secret ballot is demanded, it shall be taken at the meeting and shall be conducted in such a manner as the chairperson may direct; the result of the ballot shall be declared at the meeting at which the ballot was demanded.
The directors shall ensure that minutes are made of all proceedings at general meetings, directors’ meetings and meetings of committees;
A minute of any meeting shall include the names of those present, and (as far as possible) shall be signed by the chairperson of the meeting.
Any notice which requires to be given to a director under these articles shall be given either in writing or by way of an electronic communication; such a notice may either be given personally to the director or be sent by post in a pre-paid envelope addressed to the director at the address last intimidated by him/her to the company or (in the case of a director who has notified the company of an address to be used for the purpose of electronic communications) may be given to the director by way of an electronic communication.
Any notice, if sent by post, shall be deemed to have been given at the expiry of 24 hours after posting; for the purpose of proving that any notice was given, it shall be sufficient to prove that the envelope containing the notice was properly addressed and posted.
Any notice contained in an electronic communication shall be deemed to have been given at the expiry of 24 hours after it is sent; for the purpose of proving that any electronic communication was sent
Personal interests
A Director who is in any way, whether directly or indirectly interested in a proposed or existing transaction or arrangement with the company shall declare the nature and extent of his/her interest to the other directors.
The directors may, in accordance with the requirements set out in section authorise any matter proposed to them by any director which would, if not authorised, involve a director breaching his duty under the said section to avoid conflicts of interest.
Provided he/she has declared his/her interest a director will not be debarred from entering into an arrangement with the company in which he/she has an interest and may retain any personal benefit which he/she gains from his/her participation in that arrangement.
Procedure at Directors Meetings
Any director may call a meeting of the directors or request the secretary to call a meeting of the directors.
Questions arising at a meeting of the directors shall be decided by a majority of votes; if an equality of votes arises, the chairperson of the meeting shall have a casting vote.
No business shall be dealt with at a meeting of the directors unless a quorum is present; the quorum for meetings of the directors shall be 2.
A director shall be deemed to be present at a meeting of the directors and to form part of the quorum of that meeting if he/she participates by telephone or video conference facilities or similar means such that he/she can hear and be heard by the other directors present (or deemed to be present) at the meeting.
If at any time the number of directors in office falls below the number fixed as the quorum, the remaining director(s) may act only for the purpose of filling vacancies or of calling a general meeting.
Unless he/she is unwilling to do so, the chair of the Company shall preside as chairperson at every directors’ meeting at which he/she is present; if the chair is unwilling to act as chairperson or is not present within 15 minutes after the time when the meeting was due to commence, the directors present shall elect from among themselves the person who will act as chairperson of the meeting.
The directors may, at their discretion, allow any person who they reasonably consider appropriate, to attend and speak at any meeting of the directors; for the avoidance of doubt, any such person who is invited to attend a directors’ meeting shall not be entitled to vote.
A director shall not vote at a directors’ meeting (or at a meeting of a committee) on any resolution concerning a matter in which he/she has a personal interest which conflicts (or may conflict) with the interests of the company; he/she must withdraw from the meeting while an item of that nature is being dealt with.
A person shall be deemed to have a personal interest in a particular matter if any partner or other close relative of his/hers or any firm of which he/she is a partner or any limited company of which he/she is a substantial shareholder or director, has a personal interest in that matter.
A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he/she is not entitled to vote.
Financial Procedures
Accounting records shall be kept in accordance with all applicable statutory requirements and such accounting records shall, in particular, contain entries from day to day of all sums of money received and expended by the company and the matters in respect of which such receipt and expenditure take place and a record of the assets and liabilities of the company; such accounting records shall be open to inspection at all times by any Director of the Company. Two signatories appointed by the directors shall be required in relation to all operations (other than lodgement of funds) on decisions relating to trading accounts held by the company. At least one out of the two signatures must be the signature of a director.
The directors shall ensure that proper accounting records are maintained in accordance with all applicable statutory requirements The directors shall prepare annual accounts, complying with all relevant statutory requirements; if an audit is required under any statutory provisions or if they otherwise think fit, they shall ensure that an audit of such accounts is carried out by a qualified auditor. If the company is wound up, the liquidator shall give effect to the provisions of the original memorandum of association,
Without prejudice to any indemnity to which a director may otherwise be entitled, each director or other office of the company (other than any person (whether an office or not) engaged by the company as an auditor) shall be indemnified out of the company’s assets against all costs, charges, losses, expenses and liabilities incurred by him as a director or other officer of the company or any company that is a trustee of an occupational pension scheme in the actual or purported execution and/or discharge of his/her duties, or in relation thereto including any liability incurred by him in defending any civil or or criminal proceedings, in which judgement is given in his favour or in which he is acquitted or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part or in connection with any application in which the court grants him/her relief from liability for negligence, default, breach of duty or breach of trust in relation to the company’s affairs.
The company shall be entitled to purchase and maintain for any director, insurance against any loss or liability which any director or other officer of the company may sustain or incur in connection with the execution of the duties of his/her office, and such insurance may extend to liabilities of the nature of the companies business. Reference in these articles to the singular shall be deemed to include the plural.
