MASS Articles of Association

THE COMPANIES ACT 2006
PRIVATE COMPANY LIMITED BY GUARANTEE
___________________________________________

ARTICLES OF ASSOCIATION

OF

MOTOR ACCIDENT SOLICITORS SOCIETY
(“Society”)
___________________________________________

INTRODUCTION

1. Interpretation

1.1 In these Articles, unless the context otherwise requires:

Act: means the Companies Act 2006;

Articles: means the Society’s articles of association for the time being in force;

Business Day: means any day (other than a Saturday, Sunday or public holiday in the United Kingdom) on which clearing banks in the City of London are generally open for business;

Conflict: means a situation in which a director has or can have, a direct or indirect interest that conflicts or possibly may conflict, with the interests of the Society;

Eligible Director: means a director who would be entitled to vote on the matter at a meeting of directors (but excluding in relation to the authorisation of a Conflict pursuant to Article 11, any director whose vote is not to be counted in respect of the particular matter);

Management Committee: means the management committee of directors as established in accordance with Article 7;

Member: means a member of the Society; and

Model Articles: means the model articles for private companies limited by guarantee contained in Schedule 2 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229) as amended prior to the date of adoption of these Articles and reference to a numbered “Model Article” is a reference to that article of the Model Articles.

1.2 Save as otherwise specifically provided in these Articles, words and expressions which have particular meanings in the Model Articles shall have the same meanings in these Articles, subject to which and unless the context otherwise requires, words and expressions which have particular meanings in the Act shall have the same meanings in these Articles.

1.3 Headings in these Articles are used for convenience only and shall not affect the construction or interpretation of these Articles.

1.4 A reference in these Articles to an “article” is a reference to the relevant article of these Articles unless expressly provided otherwise.

1.5 Unless expressly provided otherwise, a reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, taking account of:

1.5.1 any subordinate legislation from time to time made under it; and

1.5.2 any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts.

1.6 Any phrase introduced by the terms “including“, “include“, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.7 The Model Articles shall apply to the Society, except in so far as they are modified or excluded by these Articles.

1.8 Model Articles 2, 8, 9(1), 11(2) and (3), 13, 14(1), (2), (3) and (4), 17(2), 30(2), 35, 38 and 39 shall not apply to the Society.

1.9 Model Article 7 shall be amended by:

1.9.1 the insertion of the words “for the time being” at the end of article 7(2)(a); and

1.9.2 the insertion in article 7(2) of the words “(for so long as he remains the sole director)” after the words “and the director may”.

1.10 Model Article 20 shall be amended by the insertion of the words “and the secretary” before the words “properly incur”.

2. Objects

The primary object for which the Society is established is to promote the best interests of the motor accident victim. In addition we also aim:

2.1 to promote the highest standards of legal services through education and representation in the pursuit of justice for the victims of road traffic accidents;

2.2 to promote and enhance the expertise, knowledge and efficiency of solicitors practices in the United Kingdom in the conduct of claims for compensation arising out of motor accidents; to promote honourable practice among them; to promote the business of the Members of the Society both within and outside the profession; to promote training and education of the law practice and procedure to its Members in the conduct of such claims;

2.3 to consider general questions affecting the interests of persons seeking compensation for damage to property or person sustained in motor accidents; to initiate and promote legislation with a view to attaining any of the objectives of the Society; to petition Parliament in favour of, or against, any measure affecting the compensation claims process and the opportunity for the public to obtain or secure the services of specialist solicitors practices and to make representations to all authorities or bodies in order to further the objectives of the Society;

2.4 to promote and encourage the provision of such legal services for lawyers and claimants in the European Union and elsewhere;

2.5 to organise and promote an annual conference for the Members of the Society; and

2.6 to do all such lawful things as are incidental to, or conducive to, the attainment of all or any of the objectives mentioned above, including the institution of legal proceedings.

3. Powers

3.1 In pursuance of the objects set out in Article 2, the Society has the power to:

3.1.1 buy, lease or otherwise acquire and deal with any property real or personal and any rights or privileges of any kind over or in respect of any property real or personal and to improve, manage, develop, construct, repair, sell, lease, mortgage, charge, surrender or dispose of or otherwise deal with all or any part of such property and any and all rights of the Society;

3.1.2 borrow and raise money in such manner as the Management Committee shall think fit and secure the repayment of any money borrowed, raised or owing by mortgage, charge, lien or other security on the Society’s property and assets;

3.1.3 invest and deal with the funds of the Society not immediately required for its operations in or upon such investments, securities or property as may be thought fit;

3.1.4 subscribe for, take, buy or otherwise acquire, hold, sell, deal with and dispose of, place and underwrite shares, stocks, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any government or authority in any part of the world;

3.1.5 lobby, advertise, publish, educate, examine, research and survey in respect of all matters of law, regulation, economics, accounting, governance, politics and/or other issues and to hold meetings, events and other procedures and co-operate with or assist any other body or organisation in each case in such way or by such means as may, in the opinion of the Management Committee, affect or advance the principal object in any way;

3.1.6 pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Society and to contract with any person, firm or company to pay the same;

3.1.7 enter into contracts to provide services to or on behalf of other bodies;

3.1.8 provide and assist in the provision of money, materials or other help;.

3.1.9 open and operate bank accounts and other facilities for banking and draw, accept, endorse, issue or execute promissory notes, bills of exchange, cheques and other instruments;

3.1.10 incorporate subsidiary companies to carry on any trade; and

3.1.11 do all such other lawful things as are incidental or conducive to the pursuit or to the attainment of any of the object set out in Article 2.

4. Income

4.1 The income and property of the Society shall be applied solely in promoting the objects of the Society as set out in Article 2.

4.2 No dividends or bonus may be paid or capital otherwise returned to the Members, provided that nothing in these Articles shall prevent any payment in good faith by the Society of:

4.2.1 reasonable and proper remuneration to any Member, officer or servant of the Society for any services rendered to the Society;

4.2.2 any interest on money lent by any Member or any director at a reasonable and proper rate;

4.2.3 reasonable and proper rent for premises demised or let by any Member or director; or

4.2.4 reasonable out-of-pocket expenses properly incurred by any director.

5. Winding Up

On the winding-up or dissolution of the Society, any assets or property that remains available to be distributed or paid (“Surplus“), shall be transferred to the Members of the Society to be divided between them pro-rata their financial contribution to the Society. The Surplus shall be calculated by the accountants of the Society from time to time (“Accountants“) who shall be provided with access to, or copies of, the books and records of the Society and any working papers, analyses, and computations that they may reasonably require for the purposes of calculating the Surplus. The calculation of the Surplus shall become final and binding on the parties for the purpose of these Articles. The Accountants shall act as an expert and not as an arbitrator and the Accountant’s written decision on the calculations and figures produced shall be final and binding in the absence of manifest error or fraud.

6. Guarantee

6.1 The liability of each Member is limited to £1, being the amount that each Member undertakes to contribute to the assets of the Society in the event of its being wound up while he is a Member or within one year after he ceases to be a Member, for

6.1.1 payment of the Society’s debts and liabilities contracted before he ceases to be a Member,

6.1.2 payment of the costs, charges and expenses of the winding up, and

6.1.3 adjustment of the rights of the contributories among themselves.

MANAGEMENT COMMITTEE

7. Management Committee

7.1 The Society shall be administered by a Management Committee which shall consist of the following:-

7.1.1 the Honorary Chairman, Honorary Vice-Chairman and the Honorary Treasurer for the time being and the immediate past Honorary Chairman as ex-officio member (elected pursuant to Article 16);

7.1.2 the Regional Co-ordinator for each region as elected in the manner provided below; and

7.1.3 not more than three other persons co-opted by the Management Committee; such co-opted persons shall hold office until the next annual general meeting but may be co-opted again.

7.2 No more than two Members of any firm may be on the Management Committee at the same time.

7.3 The Management Committee shall meet at least quarterly and nine members of the Management Committee shall constitute a quorum.

7.4 The Management Committee may continue to act even though the number of its elected members (being all those members other than any co-opted members) is reduced by death, retirement or otherwise below the number of nine but if at any time the number is reduced below nine, the continuing members of the Management Committee shall act only for the purpose of filling vacancies until there are at least nine members of the Management Committee.

7.5 The Management Committee may appoint sub-committees with such membership powers and functions as the Management Committee shall prescribe.

8. Regional Co-ordinator

8.1 There shall be a Regional Co-ordinator for each region who shall be a partner or employee of a Member in that region having a minimum of five years experience in the handling of claims arising from motor accidents and who shall be elected annually by the Members of such region and approved at the annual general meeting.

8.2 Regional Co-ordinators hold office until the next annual general meeting. Any Regional Co-ordinator may at the end of this term of service offer himself for re-election for the ensuing year and for a total of no more than three years.

8.3 Towards the end of such three year term the Chairman and Vice Chairman will consider whether such Regional Co-ordinator should be permitted to offer himself/herself for re-election for a further period of three years, subject to election each year by that Regional Co-ordinator’s region. If not satisfied that that Regional Co-ordinator should stand (and provided that the Management Committee shall, by majority vote of those attending the relevant Management Committee Meeting agree), then the Chairman will notify that Region that a new Regional Co-ordinator should be elected.

8.4 Save as set out in Article 8.6 below, and subject to full discretion of the Management Committee, no Regional Co-ordinator shall serve as Regional Co-ordinator for longer than six years (unless elected as Chairman, Vice Chairman, or Treasurer).

8.5 Each Regional Co-ordinator shall convene at least four meetings per year of Members within that region and shall provide a report to the Management Committee of the business conducted at each regional meeting.

8.6 In the event that no-one in a region is willing to take on the position of Regional Co-ordinator then:

8.6.1 If the outgoing Regional Co-ordinator is willing to stand again then providing the Management Committee concurs then the outgoing Regional Co-ordinator may stand again

8.6.2 If the outgoing Regional Co-ordinator is not willing to stand again or if the Management Committee does not concur then either:

(a) An existing Member of the Management Committee may act as Regional Co-ordinator both for his/her own region and for the region which has no-one else willing to stand; or

(b) that Region may be temporarily merged with another region until such time as a Regional Co-ordinator can be found and co-opted or elected to stand.

8.7 An Officer may not be elected as Regional Co-ordinator for his region.

8.8 The number of regions shall be determined from time to time by the Management Committee but shall not be less than six. The boundaries of each region shall be drawn so as to provide so far as is reasonably practicable equal numbers of Members in each region.

9. Unanimous Decisions

9.1 A decision of the Management Committee is taken in accordance with this article when all Eligible Directors indicate to each other by any means that they share a common view on a matter.

9.2 Such a decision may take the form of a resolution in writing, where each Eligible Director has signed one or more copies of it, or to which each Eligible Director has otherwise indicated agreement in writing.

9.3 A decision may not be taken in accordance with this article if the Eligible Directors would not have formed a quorum at such a meeting.

10. Calling a Meeting of the Management Committee

10.1 Any director may call a meeting of the Management Committee by giving not less than 10 Business Days’ notice of the meeting (or such lesser notice as all the directors may agree) to the directors or by authorising the company secretary (if any) to give such notice.

10.2 Notice of a meeting of the Management Committee shall be given to each director in writing, which can include by email.

10.3 A director who is absent from the UK and who has no registered address in the UK shall not be entitled to notice of the directors’ meeting.

11. Quorum for Meetings of the Management Committee

11.1 Subject to Article 11.2, the quorum for the transaction of business at a meeting of the Management Committee is any nine Eligible Directors.

11.2 For the purposes of any meeting (or part of a meeting) held pursuant to Article 11 to authorise a Conflict, if there is only one Eligible Director in office other than the Interested Director(s) (defined in Article 11.1), the quorum for such meeting (or part of a meeting) shall be one Eligible Director.

11.3 If the total number of directors in office for the time being is less than the quorum required, the directors must not take any decision other than a decision:

11.3.1 to appoint further directors; or

11.3.2 to call a general meeting so as to enable the Members to appoint further directors.

12. Casting Vote

12.1 If the numbers of votes for and against a proposal at a meeting of the Management Committee are equal, the chairman or other director chairing the meeting has a casting vote.

12.2 Article 12.1 shall not apply in respect of a particular meeting (or part of a meeting) if, in accordance with the Articles, the chairman or other director is not an Eligible Director for the purposes of that meeting (or part of a meeting).

13. Directors’ Conflicts of Interest

13.1 The Management Committee may, in accordance with the requirements set out in this article, authorise any Conflict proposed to them by any director which would, if not authorised, involve a director (an Interested Director) breaching his duty under section 175 of the Act to avoid conflicts of interest.

13.2 Any authorisation under this Article 13 shall be effective only if:

13.2.1 to the extent permitted by the Act, the matter in question shall have been proposed by any director for consideration in the same way that any other matter may be proposed to the Management Committee under the provisions of these Articles or in such other manner as the Management Committee may determine;

13.2.2 any requirement as to the quorum for consideration of the relevant matter is met without counting the Interested Director; and

13.2.3 the matter was agreed to without the Interested Director voting or would have been agreed to if the Interested Director’s vote had not been counted.

13.3 Any authorisation of a Conflict under this Article 13 may (whether at the time of giving the authorisation or subsequently):

13.3.1 extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter or situation so authorised;

13.3.2 provide that the Interested Director be excluded from the receipt of documents and information and the participation in discussions (whether at meetings of the Management Committee or otherwise) related to the Conflict;

13.3.3 provide that the Interested Director shall or shall not be an Eligible Director in respect of any future decision of the Management Committee in relation to any resolution related to the Conflict;

13.3.4 impose upon the Interested Director such other terms for the purposes of dealing with the Conflict as the Management Committee thinks fit;

13.3.5 provide that, where the Interested Director obtains, or has obtained (through his involvement in the Conflict and otherwise than through his position as a director of the Society) information that is confidential to a third party, he shall not be obliged to disclose that information to the Society, or to use it in relation to the Society’s affairs where to do so would amount to a breach of that confidence; and

13.3.6 permit the Interested Director to absent himself from the discussion of matters relating to the Conflict at any meeting of the Management Committee and be excused from reviewing papers prepared by, or for, the Management Committee to the extent they relate to such matters.

13.4 Where the Management Committee authorises a Conflict, the Interested Director shall be obliged to conduct himself in accordance with any terms and conditions imposed by the Management Committee in relation to the Conflict.

13.5 The Management Committee may revoke or vary such authorisation at any time, but this shall not affect anything done by the Interested Director prior to such revocation or variation in accordance with the terms of such authorisation.

13.6 A director is not required, by reason of being a director (or because of the fiduciary relationship established by reason of being a director), to account to the Society for any remuneration, profit or other benefit which he derives from or in connection with a relationship involving a Conflict which has been authorised by the Management Committee in accordance with these Articles or by the Society in general meeting (subject in each case to any terms, limits or conditions attaching to that authorisation) and no contract shall be liable to be avoided on such grounds.

13.7 Subject to sections 177(5) and 177(6) and sections 182(5) and 182(6) of the Act, and provided he has declared the nature and extent of his interest in accordance with the requirements of the Act, a director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the Society:

13.7.1 may be a party to, or otherwise interested in, any transaction or arrangement with the Society or in which the Society is otherwise (directly or indirectly) interested;

13.7.2 shall be an Eligible Director for the purposes of any proposed decision of the Management Committee (or committee of directors) in respect of such existing or proposed transaction or arrangement in which he is interested;

13.7.3 shall be entitled to vote at a meeting of the Management Committee (or of a committee of the directors) or participate in any unanimous decision, in respect of such existing or proposed transaction or arrangement in which he is interested;

13.7.4 may act by himself or his firm in a professional capacity for the Society (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a director;

13.7.5 may be a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Society is otherwise (directly or indirectly) interested; and

13.7.6 shall not, save as he may otherwise agree, be accountable to the Society for any benefit which he (or a person connected with him (as defined in section 252 of the Act)) derives from any such transaction or arrangement or from any such office or employment or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Act.

14. Records of Decisions to be Kept

14.1 Where decisions of the directors are taken by electronic means, such decisions shall be recorded by the directors in permanent form, so that they may be read with the naked eye.

14.2 Minutes of the proceedings of every general meeting of the Society and of every meeting of the Management Committee or any sub-committee shall be recorded either in a minute book or books to be kept for that purpose or stored electronically and be signed by the Chairman of that or the next following meeting and such minutes when so recorded and signed shall be receivable in evidence of the proceedings therein recorded without further proof.

15. Number of Directors

Unless otherwise determined by ordinary resolution, the number of directors (other than alternate directors) shall not be subject to any maximum but shall not be less than two.

16. Officers

16.1 There shall be an Honorary Chairman, Honorary Vice-Chairman and Honorary Treasurer (“Officers”) who shall be elected annually by the Society at the annual general meeting and who shall hold office until the next following annual general meeting when they shall retire from office.

16.2 The office of Honorary Chairman shall not be held for more than two years consecutively.

16.3 The other elected Officers shall be eligible for re-election save that
the Immediate Past Chairman shall be eligible to remain on the Management Committee for a maximum of 2 years.

16.4 Candidates for office must be partners or employees in a Member firm and each candidate should have a minimum of five years experience in the handling of claims arising from motor accidents.

16.5 In the event of a vacancy occurring in any of the Offices between one annual general meeting and another, the Management Committee may appoint a member of the Management Committee to fill the vacancy, but the member so appointed shall hold office only until the next following annual general meeting unless at such meeting he/she is re-elected for a further period.

17. Secretary

The Management Committee may appoint such person (if he or she is willing to act) as the secretary for such term, at such remuneration and upon such conditions as they may think fit and from time to time remove such person and, if the Management Committee so decides, appoint a replacement, in each case by a decision of the Management Committee.

MEMBERS

18. Membership

18.1 The subscribers to the Memorandum of Association of the Society, the members of the unincorporated society known as “Motor Accident Solicitors Society” as at the date of incorporation of the Society and such other persons as are admitted to membership by the Management Committee in accordance with these Articles shall be the members of the Society.

18.2 The number of the Members of the Society shall not exceed 1,000 offices subject to the Management Committee in its absolute discretion allowing an increase thereof.

18.3 If a firm has more than one office, then membership shall be granted to the office applying for membership only and does not extend to additional offices unless these offices submit a separate membership application. Only firms as defined in the Rules shall be eligible to become Members.

18.4 The Management Committee may in their absolute discretion admit as a Member any firm which whilst not strictly eligible to become a Member under these Articles or the Rules is nonetheless regarded by them as having appropriate experience.

18.5 Any firm which wishes to be considered for membership of the Society shall submit a proposal which will be considered by the Management Committee.

18.6 In deciding whether or not to admit a firm to membership the Management Committee shall not be obliged to give any reason for rejection. The Management Committee shall be entitled to refuse to admit to membership any firm even if that firm satisfies the normal criteria for membership at its absolute discretion.

19. Application for Membership

19.1 No person shall become a Member unless he has completed an application for membership in a form approved by the Management Committee from time to time. The application should be sent to the relevant Regional Co-ordinator for consideration. If the Regional Co-ordinator approves the application, he or she shall recommend such approval to the Management Committee. A letter shall be sent to each successful applicant confirming their membership of the Society and the details of each successful applicant shall be entered into the Register of Members.

19.2 The Management Committee may decline to accept any application for membership and need not give reasons for doing so.

19.3 The Management Committee may prescribe criteria for membership of the Society but shall not be obliged to accept persons fulfilling those criteria as Members.

19.4 All Members must agree to adhere to the Society’s Code of Conduct and these Articles and any Rules made or established pursuant to them and, in particular, the Society’s stated objectives.

19.5 All Members must pay to the Society (whether following a request from the Honorary Treasurer or not) within 14 days of becoming a Member the appropriate joining fee and an annual subscription fee, to be decided by the directors from time to time.

19.6 The Management Committee may establish different classes of Members and set out their respective rights and obligations.

20. Forfeiture, Suspension and Expulsion of Member

20.1 Any Member who shall not have paid its annual subscription (or any special levies) for three calendar months after the same shall have become due may be struck off the roll of Members by resolution of the Management Committee.

20.2 Any Member so struck off the role of Members shall be eligible for re-admission on payment of all arrears due from the Member.

20.3 Should the circumstances of a Member firm, at any time so change or the conduct of a Member firm or any staff, be such that in the opinion of a majority of the Management Committee properly called (with notice of the resolution to expel that Member) and at which there shall be a quorum (for this purpose alone) of at least 13 members, it would not satisfy the requirements for membership or would be refused membership on general grounds if it were to apply at that time, the Management Committee shall have discretion to suspend or terminate its membership.

20.4 In the event of a formal complaint being raised against any Member firm or their staff the Management Committee shall have the power to fine, suspend or expel any Member who:

20.4.1 has failed to abide by the terms of these Articles and the Rules; or

20.4.2 has failed to comply adequately with the Society’s Code of Conduct (but only in circumstances where the Complaints Tribunal declines to exercise its powers pursuant to clause 9 of the Code of Conduct); or

20.4.3 has failed to provide a representative to attend a minimum of one regional meeting per annum; or

20.4.4 has acted in any dishonourable or improper manner or has displayed unprofessional conduct contrary to the interests of the Society;

20.4.5 it is guilty of conduct which has or is likely to have a serious adverse effect on the Society or bring the Society or any or all of the Members and Management Committee into disrepute; or

20.4.6 it has acted or has threatened to act in a manner which is contrary to the interests of the Society as a whole; or

20.4.7 has been disciplined by its governing body in relation to any matter relevant to its membership of the Society.

20.5 In the event of a formal complaint being raised against any Member firm in relation to any breach of Professional Codes, the Member firm will be referred by the Management Committee to the relevant authority for investigation.

20.6 The Management Committee shall have the power, after consideration of the decision of the relevant authority, to fine, suspend or expel any such Member. Provided always that such powers may only be exercised after an investigation of the circumstances leading to any complaint and the Member firm concerned having been given the opportunity to make representations, whether in writing or (at the discretion of the Management Committee) orally.

20.7 Following such termination, the Member shall be removed from the Register of Members

20.8 The notice to the Member must give the Member the opportunity to be heard in writing or in person as to why his membership should not be terminated. The Management Committee must consider any representations made by the Member and inform the Member of their decision following such consideration. There shall be no right to appeal from a decision of the Management Committee to terminate the membership of a Member.

20.9 A Member whose membership is terminated under this Article shall not be entitled to a refund of any subscription or membership fee and shall remain liable to pay to the Society any subscription or other sum owed by it.

ANNUAL GENERAL MEETING

21. Requirement to hold annual general meeting

21.1 The Society 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. At least twenty-one clear days notice of every annual general meeting shall be given. Notice may be given by first class post / DX or by email. If by first class post / DX then notice shall be deemed given 2 days after posting and if by email then notice shall be deemed given on the day after the email was sent.

21.2 At the annual general meeting there shall be considered:

21.2.1 the report of the Management Committee;

21.2.2 the accounts of the previous year;

21.2.3 the officers and other elected members of the Management Committee for the following year shall be elected; and

21.2.4 such other business shall be transacted as the Management Committee thinks fit.

DECISION MAKING BY MEMBERS

22. Quorum

At every general meeting fifteen Members or a majority of all Members entitled to attend and vote at general meetings shall form a quorum.

23. Votes of Members

Subject to the Act, at any general meeting every Member who is present in person (or by proxy) shall on a show of hands have one vote and every Member present in person (or by proxy) shall on a poll have one vote.

24. Poll Votes

24.1 A poll may be demanded at any general meeting by any qualifying person (as defined in section 318 of the Act) present and entitled to vote at the meeting.

24.2 Article 30(3) of the Model Articles shall be amended by the insertion of the words “A demand so withdrawn shall not invalidate the result of a show of hands declared before the demand was made” as a new paragraph at the end of that article.

25. Proxies

25.1 Article 31(1)(d) of the Model Articles shall be deleted and replaced with the words “is delivered to the company in accordance with the Articles not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in accordance with any instructions contained in the notice of the general meeting (or adjourned meeting) to which they relate”.

25.2 Article 31(1) of the Model Articles shall be amended by the insertion of the words “and a proxy notice which is not delivered in such manner shall be invalid, unless the Management Committee, in its discretion, accepts the notice at any time before the meeting” as a new paragraph at the end of that article.

ADMINISTRATIVE ARRANGEMENTS

26. Means of Communication to be Used

26.1 Any notice, document or other information shall be deemed served on or delivered to the intended recipient:

26.1.1 if properly addressed and sent by prepaid United Kingdom first class post to an address in the United Kingdom, 48 hours after it was posted;

26.1.2 if properly addressed and delivered by hand, when it was given or left at the appropriate address;

26.1.3 if properly addressed and sent or supplied by electronic means, one hour after the document or information was sent or supplied; and

26.1.4 if sent or supplied by means of a website, when the material is first made available on the website or (if later) when the recipient receives (or is deemed to have received) notice of the fact that the material is available on the website.
For the purposes of this article, no account shall be taken of any part of a day that is not a Business Day.

26.2 In proving that any notice, document or other information was properly addressed, it shall suffice to show that the notice, document or other information was addressed to an address permitted for the purpose by the Act.

27. Rules

The Management Committee may establish rules governing matters relating to Society administration that are required from time to time for the effective operation of the Society (for example, the provisions relating to classes of members, membership fees and subscriptions and the admission criteria for members). If there is a conflict between the terms of these Articles and any rules established under this Article, the terms of these Articles shall prevail.

28. Indemnity and Insurance

28.1 Subject to article 28.2, but without prejudice to any indemnity to which a relevant officer is otherwise entitled:

28.1.1 each relevant officer shall be indemnified out of the Society’s assets against all costs, charges, losses, expenses and liabilities incurred by him as a relevant officer in the actual or purported execution and/or discharge of his duties, or in relation to them and including any liability incurred by him in defending any civil or criminal proceedings, in which judgment 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, in his capacity as a relevant officer, relief from liability for negligence, default, breach of duty or breach of trust in relation to the Society’s (or any associated company’s) affairs; and

28.1.2 the Society may provide any relevant officer with funds to meet expenditure incurred or to be incurred by him in connection with any proceedings or application referred to in Article 28.1.1 and otherwise may take any action to enable any such relevant officer to avoid incurring such expenditure.

28.2 This article does not authorise any indemnity to the extent that such indemnity would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law and any such indemnity is limited accordingly.

28.3 The Management Committee may decide to purchase and maintain insurance, at the expense of the Society, for the benefit of any relevant officer in respect of any relevant loss.

28.4 In this article:

28.4.1 companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and

28.4.2 a “relevant loss” means any loss or liability which has been or may be incurred by a relevant officer in connection with that relevant officer’s duties or powers in relation to the Society, any associated company or any pension fund or employees’ share scheme of the Company or associated company; and

28.4.3 a “relevant officer” means any director or other officer or former director or other officer of the Society.

29. Collective Mark

29.1 Members of the Society shall be entitled to use the collective mark of the Society as set out in Article 29.2 of these Articles (“Collective Mark”) or such other logo adopted by the Society from time to time. Use of the Collective Mark or such other logo other than on stationery must have the prior written consent of the Management Committee who has absolute discretion.

29.2 It is a condition of the use of the Collective Mark that the Collective Mark shall not be used in any printed or electronic advertisements or publicity matter (including emails and websites) directed primarily to the market in the United Kingdom and in the Isle of Man or in retail point of sale display cards distributed by the registered proprietor for use within the United Kingdom and in the Isle of Man, without indicating that it is a collective mark.

30. Income and Expenditure

30.1 The Management Committee may if it deems necessary appoint an auditor and any such appointment shall be confirmed at the next following annual general meeting.

30.2 The Honorary Treasurer shall keep an account of the income and expenditure of the Society and of its assets and liabilities and shall submit such accounts at the annual general meeting.

30.3 The banking account shall be in the name of the Society and withdrawals shall be made on the signature of any one of the Officers or by such persons as authorised by the Management Committee.