THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES of ASSOCIATION
of
YouScotland
CONTENTS | ||
GENERAL |
general structure |
Article 1 |
MEMBERS |
qualifications, application, subscription, register, withdrawal, expulsion, termination/transfer |
Articles 2-10 |
GENERAL MEETINGS (meetings of Members) |
general, notice, special/ordinary resolutions, procedure |
Articles 11-29 |
DIRECTORS |
maximum number, eligibility, election/ retiral/re-election, termination of office, register, office bearers, powers, personal interests |
Articles 30-43 |
DIRECTORS’ MEETINGS |
procedure |
Articles 44-55 |
ADVISORY GROUP |
establishment |
Article 59 |
ADMINISTRATION |
committees, operation of bank accounts, secretary, minutes, accounting records and annual accounts, notices |
Articles 56-58, 60-65 |
MISCELLANEOUS |
winding-up, indemnity, interpretation |
Articles 66-70 |
General structure
1. The structure of the Company consists of:
(a) the MEMBERS – who are the Members of the Company and who have the right to attend the annual general meeting (and any extraordinary general meeting) and have important powers under the Articles of Association and the Companies Acts; in particular, the Members elect people to serve as Directors and take decisions in relation to changes to the Articles themselves.
(b) the DIRECTORS- who hold meetings as and when required 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.
(c) The Directors shall constitute themselves as an ADVISORY GROUP and co-opt up to 10 additional Members from among the Members of YouScotland. The Advisory Group will conduct the day-to-day business and direct the policy of the organisation.
2. The Members of the Company shall consist of the subscribers to the Memorandum of Association and such other persons as are admitted to membership under Articles 3 to 5.
Qualification for membership
3. Membership shall be open to people who pay the membership fee and are in agreement with the aims and objectives of YouScotland as set out in paragraph 3 of the Memorandum of Association, wherever in the world they reside.
Application for membership
4. Any person who wishes to become a Member must register their details with the YouScotland website. Membership of YouScotland will become active upon registration of details and receipt of the subscription fee.
5. The Members may, at their discretion, with good reason, instruct the Directors to expel any person from membership.
Membership subscription
6. Members shall pay a subscription to be set and agreed annually at the AGM.
Register of Members
7. The Directors shall maintain a register of Members, setting out the full name and address of each Member, the date on which he/she was admitted to membership, and the date on which any person ceased to be a Member.
Withdrawal from membership
8. Any person who wishes to withdraw from membership shall notify the Company by electronic mail to that effect; on receipt of the notice by the Company, he/she shall cease to be a Member.
Termination/transfer
9. Membership shall cease on death.
10. A Member may not transfer his/her membership to any other person.
General meetings (meetings of Members)
11. The Directors shall convene an annual general meeting in each year (but excluding the year in which the Company is formed); the first annual general meeting shall be held not later than 18 months after the date of incorporation of the Company.
12. Not more than 15 months shall elapse between one annual general meeting and the next.
13. 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
(c) the election/re-election of Directors, as referred to in Articles 37 to 38.
14. The Directors may convene an extraordinary general meeting at any time.
15. The Directors must convene an extraordinary general meeting if there is a valid requisition by 20% or more of the membership (under section 368 of the Act) or a requisition by a resigning auditor (under section 392A of the Act).
Notice of general meetings
16. At least 21 clear days’ notice must be given of (a) an annual general meeting or (b) an extraordinary general meeting at which a special resolution (see Article 23) or a resolution requiring special notice under the Act, is to be proposed; all other extraordinary general meetings shall be called by at least 14 clear days’ notice.
17. The reference to “clear days” in Article 16 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 it was sent) and also the day of the meeting, should be excluded.
18. A notice calling a meeting shall specify the nature of the meeting; it shall (a) state whether the meeting is to be held virtually, physically or be a hybrid (b) indicate the general nature of the business to be dealt with at the meeting and (c) if a special resolution (see Article 23) (or a resolution requiring special notice under the Act) is to be proposed, shall also state that fact, giving the exact terms of the resolution.
19. 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 an extraordinary general meeting.
20. Notice of every general meeting shall be given 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.
Voting
21. The Directors will make provision for online voting.
Special resolutions and ordinary resolutions
22. In addition to the matters expressly referred to elsewhere in these Articles, the provisions of the Act allow the Company, by special resolution:
(a) to alter its name;
(b) to alter its Memorandum of Association with respect to the Company’s objects; and
(c) to alter any provision of these Articles or adopt new Articles of Association.
23. 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 has been given in accordance with Articles 16 to 20; for the avoidance of doubt, 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 Members absent from the meeting.
24. 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 extraordinary general meeting, providing proper notice of the meeting has been given in accordance with Articles 16 to 20.
Procedure at general meetings
25. No business shall be dealt with at any general meeting unless a quorum is attained; the quorum for a general meeting shall be met when at least 5% of Members take part in a vote.
26. The chair of the Company shall (if present and willing to act as chairperson) preside as chairperson of each general meeting.
(i) Where the meeting is being held virtually, if the chair is not able and willing to act as chairperson the vice-chair will act as chairperson for the meeting. If the vice-chair is not willing or able either, the Directors shall elect from among themselves the person who will act as chairperson of that meeting.
(ii) Where the meeting is being held physically, 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 vice-chair will act as chairperson for the meeting. If the vice-chair is not present either, the Directors present at the meeting shall elect from among themselves the person who will act as chairperson of that meeting.
27. 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.
28. Every Member shall have one vote, which must be given personally if the meeting is virtual.
29. If there is an equal number of votes for and against any resolution, the chairperson of the meeting shall be entitled only to a casting vote.
Maximum number of Directors
30. The maximum number of Directors shall be 5.
Eligibility
31. A person shall not be eligible for election/appointment as a Director unless he/she is a Member of the Company.
Election, retiral, re-election
32. At each annual general meeting, the Members may (subject to Article 30) elect any Member (providing he/she is willing to act) to be a Director.
33. At each annual general meeting, all of the Directors shall retire from office - but shall then be eligible for re-election.
Termination of office
34. A Director shall automatically vacate office if:
(a) he/she ceases to be a Director through the operation of any provision of the Act or becomes prohibited by law from being a Director
(b) 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
(c) he/she ceases to be a Member of the Company
(d) he/she resigns office by notice to the Company
(e) 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
(f) he/she is removed from office by ordinary resolution (special notice having been given) in pursuance of section 303 of the Act.
Register of Directors
35. 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.
Office bearers
36. The Members shall elect from among themselves a chair, a vice chair, a secretary and two other Directors.
37. All of the Directors shall cease to hold office at the start of each annual general meeting, but shall then be eligible for re-election.
38. A person elected to any office shall cease to hold that office if he/she ceases to be a Director, or if he/she resigns from that office by written or electronic notice to that effect.
Powers of Directors
39. Subject to the provisions of the Act, the Memorandum of Association and these Articles, and subject to any directions given by special resolution, the Company and its assets and undertaking shall be managed by the Directors, who may exercise all the powers of the Company.
40. A meeting of the Directors at which a quorum is present may exercise all powers exercisable by the Directors.
Personal interests
41. A Director who has a personal interest in any transaction or other arrangement which the Company is proposing to enter into, must declare that interest at a meeting of the Directors; he/she will be debarred (in terms of Article 51) from voting on the question of whether or not the Company should enter into that arrangement.
42. For the purposes of the preceding Article, a Director shall be deemed to have a personal interest in an arrangement 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 (or any other party who/which is deemed to be connected with him/her for the purposes of section 317 of the Act), has a personal interest in that arrangement.
43. Provided:
(a) he/she has declared his/her interest; and
(b) he/she has not voted on the question of whether or not the Company should enter into the relevant arrangement
a Director will not be debarred from entering into an arrangement with the Company in which he/she has a personal interest (or is deemed to have a personal interest under Article 42) and may retain any personal benefit which he/she gains from his/her participation in that arrangement.
Procedure at Directors’ meetings
44. Any Director may call a meeting of the Directors or request the secretary to call a meeting of the Directors.
45. 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 an additional casting vote.
46. 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 3.
47. 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.
48. The chair of the Company shall preside as chairperson at every meeting of the Directors. If the chair is unwilling or unable to act as chairperson the vice-chair will act as chairperson for the meeting. If the vice-chair is not willing or able either, the Directors present shall elect from among themselves the person who will act as chairperson of the meeting.
49. Where meetings are held physically, 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 vice-chair will act as chairperson for the meeting. If the vice-chair is willing or able either, the Directors present shall elect from among themselves the person who will act as chairperson of the meeting.
50. The Directors may, at their discretion, allow any person who they reasonably consider appropriate, to participate in (in terms of virtual meetings) or attend and speak at (in terms of physical meetings) any meeting of the Directors; for the avoidance of doubt, any such person who is invited to participate or attend a Directors’ meeting shall not be entitled to vote.
51. 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.
52. For the purposes of Article 51, 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.
53. A Director shall not be counted in the quorum for a meeting in relation to a resolution on which he/she is not entitled to vote.
54. The Company may, by ordinary resolution, suspend or relax to any extent – either generally or in relation to any particular matter – the provisions of Articles 51 to 53.
Conduct of Directors
55. Each of the Directors shall, in exercising his/her functions as a Director of the Company, act in the interests of the Company; and, in particular, must
(a) seek, in good faith, to ensure that the Company acts in a manner which is in accordance with its objects (as set out in the Memorandum of Association)
(b) act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person
(c) in circumstances giving rise to the possibility of a conflict of interest of interest between the Company and any other party
(i) put the interests of the Company before that of the other party, in taking decisions as a Director
(ii) where any other duty prevents him/her from doing so, disclose the conflicting interest to the Company and refrain from participating in any discussions or decisions involving the other Directors with regard to the matter in question
Delegation to sub-committees
56. The Directors may delegate any of their powers to any sub-committee consisting of one or more Directors and such other persons (if any) as the Directors may determine; they may also delegate to the chair of the Company (or the holder of any other post) such of their powers as they may consider appropriate.
57. Any delegation of powers under Article 56 may be made subject to such conditions as the Directors may impose and may be revoked or altered.
58. The rules of procedure for any sub-committee shall be as prescribed by the Directors.
Advisory Group
59. Specifically, there will be an Advisory Group which will conduct the core and day-to-day business of YouScotland, with the exception of those duties which are the statutory responsibility of the Directors. The Advisory Group will comprise:
(a) the five Directors; and
(b) up to 10 others co-opted by the Directors from among the Members.
The Advisory Group will conduct itself in line with its Terms of Reference and it will be accountable to the Members via the Board of Directors.
Operation of bank accounts
60. The signatures of two out of the signatories appointed by the Directors shall be required in relation to all operations (other than lodgement of funds) on the bank and building society accounts held by the Company; both must be the signature of a Director.
Minutes
61. The Directors shall ensure that minutes are made of all proceedings at general meetings, Directors’ meetings, Advisory Group 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.
Accounting records and annual accounts
62. The Directors shall ensure that proper accounting records are maintained in accordance with all applicable statutory requirements.
63. . 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.
Notices
64. Any notice which requires to be given to a Member under these Articles shall usually be given by way of an electronic communication.
65. 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, it shall be sufficient to provide any of the evidence referred to in the relevant guidance issued from time to time by the Chartered Institute of Secretaries and Administrators.
Winding-up
66. If the Company is wound up, the liquidator shall give effect to the provisions of clause 7 of the Memorandum of Association.
Indemnity
67. Every Director or other officer or auditor of the Company shall be indemnified (to the extent permitted by section 309A, 309B and 310 of the Act) out of the assets of the Company against any loss or liability which he/she may sustain or incur in connection with the execution of the duties of his/her office; that may include, without prejudice to that generality, (but only to the extent permitted by those sections of the Act), any liability incurred by him/her in defending any proceedings (whether civil or criminal) in which judgement is given in his/her favour or in which he/she is acquitted or any liability in connection with an application in which relief is granted to him/her by the court from liability for negligence, default or breach of trust in relation to the affairs of the Company.
68. 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 referred to in section 309A(1) of the Act (negligence etc. of a Director).
Interpretation
69. In these Articles:
“the Act” means the Companies Act 1985; any reference in these Articles to a provision of the Act shall be taken to include any statutory modification or re-enactment of that provision which is in force at the time;
“electronic communication” has the same meaning as is assigned to that expression in the Electronic Communications Act 2000.
70. Reference in these Articles to the singular shall be deemed to include the plural.
Names and addresses of subscribers
1.
2.
3. etc.
Dated
Witness to the above signatures:-
