The Companies Act 2006
Company Limited by Guarantee and Not Having Share Capital
ARTICLES OF ASSOCIATION OF WORLD INSTITUTE OF MINING LAWYERS
► PART 1: INTERPRETATION AND LIMITATION OF LIABILITY
1.1 In these Articles, unless the context otherwise requires:
Articles means the Company’s articles of association for the time being in force;
Assistant Secretary means a person appointed as such by the Board;
Board means a duly constituted meeting of the board of Directors of the Company at which the relevant decision has been taken;
CA 2006 means the Companies Act 2006;
Chairperson has the meaning given to that term in Article 19;
Chairperson of the meeting has the meaning given to that term in Article 42;
Clear Days means (in relation to the period of a notice) that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
Companies Acts means the Companies Acts (as defined in section 2 of CA 2006), in so far as they apply to the Company;
Conflict has the meaning given to that term in Article 23.1;
Conflicted Director means a Director who has, or could have, a Conflict in a situation involving the Company and consequently whose vote is not to be counted in respect of any resolution to authorise such Conflict and who is not to be counted as participating in the quorum for the meeting (or part of the meeting) at which such resolution is to be voted upon;
Convention means the annual meeting of Members, which shall take place at least once every two years;
Director means a director of the Company;
Dues means the dues charged to Members or various classes of Members, as determined from time to time by the Board;
Founder means a member that is designated as a founder in accordance with Article 4 and, as at the date hereof, includes Fasken Martineau LLP, Norton Rose Fulbright Canada LLP, Miranda Correia Amendoeira & Associados and Veirano Advogados;
Founder Fee means a payment to be determined by the Board, on an annual basis;
Lifetime Member means a Member that is designated as such by the Directors, who shall be relieved of any future obligation as to Dues for Members;
List of Members means a list to be maintained at all times of current Members, including Lifetime Members;
Majority Decision means a resolution approved by at least 51% of the non-Conflicted Directors present at a Directors’ meeting;
Member means those persons admitted to the List of Members, from time to time, and not subsequently removed from the List of Members;
Model Articles means the model articles for private companies limited by guarantee contained in Schedule 2 of the Companies (Model Articles) Regulations 2008 (SI 2009/3229) as amended prior to the date of adoption of these Articles;
non-Conflicted Director means any Director who is not a Conflicted Director;
Ordinary Resolution means a resolution approved by at least 51% of those relevant persons present at a meeting to consider the matter (or a majority of such persons by way of written resolution);
Secretary means a person appointed as such by the Board;
Special Resolution means a resolution approved by at least 75% of all relevant persons (including persons not present at any meeting to consider such resolution);
Super-Majority Decision means a resolution approved by at least 75% of the non-Conflicted Directors present at a Directors’ meeting;
Treasurer means a person appointed as such by the Board; and United Kingdom means Great Britain and Northern Ireland.
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 CA 2006 as in force on the date when these Articles become binding on the Company shall have the same meanings in these Articles. The Model Articles shall apply insofar as they are not varied or excluded by, or are inconsistent with, these Articles.
1.3 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 and shall include any orders, regulations or subordinate legislation from time to time made under it and any amendment or re-enactment of it or any such orders, regulations or subordinate legislation for the time being in force.
► PART 2: MEMBERS AND FOUNDERS LIABILITY
2.1 The liability of a Founder shall be limited to £1.00, being the amount that each Founder undertakes to contribute to the assets of the Company in the event of it being wound up for:
2.1.1 payment of the Company’s debts and liabilities;
2.1.2 payment of the costs, charges and expenses of winding up; and
2.1.3 adjustment of the rights of the contributories among themselves.
► PART 3: STATEMENT OF OBJECTS
3.1 The objects for which the Company is established are:
3.1.1 To promote the study and analysis of laws, regulations, policies and other rules in respect of mineral resource laws worldwide;
3.1.2 To promote, where considered appropriate, legal, regulatory or policy standards or best practices within the mineral resource industry;
3.1.3 To facilitate the preparation and provision of comment, critique or drafting improvements on proposed or existing mineral resource laws worldwide;
3.1.4 To promote the development of professional connections and relationships among Members;
3.1.5 To promote the education and training of its Members as to matters of interest to mineral resources lawyers;
3.1.6 To communicate with Members such information as may be determined appropriate to be so communicated;
3.1.7 To procure goods and services on benefit to the Company or its Members; and
3.1.8 To undertake such other acts and things, and incur such costs and generate such revenue, as the Company may consider in its best interests, whether consistent with the foregoing or inconsistent, in whole or in part.
The objects set forth in each sub-Article of this Article 3 shall not be restrictively construed but the widest interpretation shall be given thereto, and they shall not, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from any other object or objects set forth in each sub-Article or from the name of the Company. None of the sub-Articles or the object or objects therein specified or the powers thereby conferred shall be deemed subsidiary or ancillary to the objects or powers mentioned in any other sub-Article, but the Company shall have full power to exercise all or any of the objects conferred by and provided in each of the said sub-Articles as if each sub-Article contained the objects of a separate company.
3.2 In furtherance of the Objects, the Company may:
3.2.1 purchase or by any other means acquire any real or personal property or any rights thereto;
3.2.2 improve, manage, construct, repair, develop, exchange, let, lease, mortgage, charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company;
3.2.3 invest and deal with the monies of the Company not immediately required for working capital purposes, as may from time to time be determined, and hold or otherwise deal with any investments made;
3.2.4 borrow and raise money in such manner as the Company shall think fit;
3.2.5 lend and advance money or give credit on such terms as may seem expedient and with or without security or enter into guarantees, contracts of indemnity and suretyships of all kinds;
3.2.6 receive money on deposit or loan upon such terms as the Company may approve and secure;
3.2.7 draw, make, accept, endorse, discount, negotiate, execute and issue cheques, bills of exchange, promissory notes, bills of lading, warrants, debentures, and other negotiable or transferable instruments;
3.2.8 enter into any arrangements with any government or authority (supreme, municipal, local, or otherwise) that may seem conducive to the attainment of the Company’s objects or any of them;
3.2.9 pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company, or contract with any person, firm or company to pay the same;
3.2.10 give or award pensions, annuities, gratuities, and superannuation or other allowances or benefits or charitable aid and generally provide advantages, facilities and services for any persons who are or have been Directors of, or who are to have been employed by, or who are serving or have served the Company (and to the wives, widows, children and other relatives and dependents of such persons), and make payments towards insurance, and set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or non-contributory), for the benefit of any such persons (and of their wives, widows, children and other relatives and dependents); and
3.2.11 do all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors or otherwise, and by or through agents, brokers, subcontractors or otherwise, and either alone or in conjunction with others.
3.3 The income and property of the Company shall be applied solely towards the promotion of its objects as set forth in this Article 3 and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to Members of the Company, provided that nothing herein shall prevent any payment in good faith by the Company:
3.3.1 of reasonable and proper remuneration to any Director, officer or servant of the Company for any services rendered to the Company;
3.3.2 of any interest on money lent by any Member of the Company or any Director at a reasonable and proper rate;
3.3.3 of reasonable and proper rent for premises demised or let by any Member of the Company or any Director; and
3.3.4 to any Director of out-of-pocket expenses.
3.4 If upon the winding up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid or distributed among the Members of the Company, but shall be given or transferred to some other institution (charitable or otherwise) having objects similar to the objects of the Company and which shall prohibit the distribution of its or their income to its or their Members, such institutions to be determined by the Members of the Company at or before the time of dissolution.
► PART 4: FOUNDERS AND CONVENTION
4.1 By way of a Super-Majority Decision, any person may be made a Founder upon payment of the applicable Founder Fee.
4.2 Any Founder may be removed as a Founder on the unanimous approval of all Directors, excluding the Director nominated by the relevant Founder (who shall not vote on such matter).
4.3 Any Founder as at January 1 in a given year that does not pay the Founder Fee on or before March 31st in such year may be removed as a Founder by Majority Decision of the Board.
5. Founders’ right and obligation
5.1 All Founders shall be entitled to nominate a Director to the Board.
5.2 All Founders shall be obligated to pay the Founder Fee annually.
6.1 The Founders may, by Special Resolution, determine the timing and location of any Convention, provided such Special Resolution is passed at least 15 months prior to the applicable Convention and notified to the Board.
6.2 Subject to Article 6.1, the Board may, by Majority Resolution, determine the timing, location and proposed content of, and other matters pertaining to, the Convention.
► PART 5: DIRECTORS
Subject to the Articles and to the applicable provisions for the time being of the Companies Acts, the Directors are responsible for the management of the Company’s business, for which purpose they may exercise all the powers of the Company.
8. Number of Directors
8.1 Initially, there shall be one Director, Albert Carlisle Gourley.
8.2 Unless otherwise determined by Ordinary Resolution of the Founders, the number of Directors (other than alternate Directors) shall not be subject to any maximum, but shall not be less than one.
8.3 Within 12 months, unless otherwise determined by Ordinary Resolution of the Founders, there shall be at least six Directors, comprised of at least:
8.3.1 Two Directors who are employed by a mining company that is producing minerals of any kind;
8.3.2 Two Directors who represent Founders; and
8.3.3 Two Directors who are lawyers in private practice internationally or employed at a university or other form of educational institute; ecognizing that Directors may fall into more than one category set out in Articles 8.3.1, 8.3.2 and 8.3.3.
9. Methods of appointing Directors
9.1 Any person who is willing to act as a Director, and is permitted by law to do so, may be appointed to be a Director:
9.1.1 by Ordinary Resolution of the Members, or
9.1.2 by a decision of the Directors.
9.2 No person who is not a Member shall in any circumstances be eligible to hold office as a Director.
10. Termination of Director’s appointment
A person ceases to be a Director as soon as:
10.1 that person ceases to be a Director by virtue of any provision of CA 2006 or is prohibited from being a Director by law;
10.2 that person ceases to be on the List of Members;
10.3 a bankruptcy order is made against that person or a compromise is made with that person’s creditors generally in satisfaction of that person’s debt;
10.4 a registered medical practitioner who is treating that person gives a written opinion to the Company stating that that person has become physically or mentally incapable of acting as a Director and may remain so for more than three months; or
10.5 notification is received by the Company from the Director that the Director is resigning from office and such resignation has taken effect in accordance with its terms.
11. Directors’ remuneration
11.1 Directors may undertake any services for the Company that the Directors decide.
11.2 Subject to Article 23, Directors are entitled to such remuneration as the Directors determine:
11.2.1 for their services to the Company as Directors, and
11.2.2 for any other service which they undertake for the Company.
11.3 Subject to the Articles, a Director’s remuneration may:
11.3.1 take any form, and
11.3.2 include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that Director.
11.4 Unless the Directors decide otherwise, Directors’ remuneration accrues from day to day.
12. Directors’ expenses
12.1 The Company may pay any reasonable expenses which the Directors (including alternate Directors) and the Secretary and Assistant Secretaries (if any) properly incur in connection with their attendance at:
12.1.1 meetings of Directors or committees of Directors;
12.1.2 general meetings of Members; or
12.1.3 otherwise within the authorities granted to them.
13. Directors may delegate
13.1 Subject to the Articles, the Directors may delegate any of the powers which are conferred on them under the Articles:
13.1.1 to such person or committee;
13.1.2 by such means (including by a power of attorney);
13.1.3 to such an extent;
13.1.4 in relation to such matters or territories; and
13.1.5 on such terms and conditions;
as they think fit.
13.2 If the Directors so specify, any such delegation may authorise further delegation of the Directors’ powers by any person to whom they are delegated.
13.3 The Directors may revoke any delegation, in whole or part, or alter its terms and conditions.
14.1 Committees to which the Directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the Articles which govern the taking of decisions by Directors.
14.2 The Directors may make rules of procedure for all or any committees, which prevail over rules derived from the Articles if they are not consistent with them.
14.3 Where a provision of the Articles refers to the exercise of a power, authority or discretion by the Directors and that power, authority or discretion has been delegated by the Directors to a committee, the provision shall be construed as permitting the exercise of the power, authority or discretion by the committee.
15. Directors to take decisions collectively
15.1 The general rule about decision-making by Directors is that any decision of the Directors must be taken as a Majority Decision.
15.2.1 the Company only has one Director for the time being; and
15.2.2 no provision of the Articles requires it to have more than one Director;
the general rule does not apply and the Director may (for so long as he remains the sole Director) take decisions without regard to any of the provisions of the Articles relating to Directors’ decision-making.
15.3 Subject to the Articles, each Director participating in a Directors’ meeting has one vote.
16. Directors’ written resolutions
16.1 Any Director may propose a Directors’ written resolution by giving reasonable notice in writing of the proposed resolution to each of the other Directors (including alternate Directors).
16.2 If the Company has appointed a Secretary, any Director may request the Secretary to propose a Directors’ written resolution by giving reasonable notice in writing to each of the other Directors.
16.3 Notice of a proposed Directors’ written resolution must indicate:
16.3.1 the proposed resolution; and
16.3.2 the time by which it is proposed that the Directors should adopt it.
16.4 A proposed Directors’ written resolution is adopted when a majority of the non-Conflicted Directors (or their alternates) have signed one or more copies of it, provided that those Directors (or their alternates) would have formed a quorum at a Directors’ meeting were the resolution to have been proposed at such meeting.
16.5 Once a Directors’ written resolution has been adopted, it must be treated as if it had been a decision taken at a Directors’ meeting in accordance with the Articles.
17. Unanimous decisions
17.1 A decision of the Directors is taken in accordance with this Article 17 when all non-Conflicted Directors indicate to each other by any means that they share a common view on a matter.
17.2 A decision may not be taken in accordance with this Article 17 if the non-Conflicted Directors would not have formed a quorum at a Directors’ meeting had the matter been proposed as a resolution at such a meeting.
17.3 Once a Directors’ unanimous decision is taken in accordance with this Article 17 it must be treated as if it had been a decision taken at a Directors’ meeting in accordance with the Articles.
18. Calling a Directors’ meeting
18.1 Any Director may call a Directors’ meeting by giving reasonable notice of the meeting to each of the Directors (including alternate Directors) or by authorising the Secretary (if any) to give such notice.
18.2 Notice of any Directors’ meeting must indicate:
18.2.1 its proposed date and time;
18.2.2 where it is to take place; and
18.2.3 if it is anticipated that Directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
18.3 Subject to Article 18.4, notice of a Directors’ meeting must be given to each Director but need not be in writing.
18.4 Notice of a Directors’ meeting need not be given to Directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the Company prior to or up to and including not more than seven days after the date on which the meeting is held. Where such notice is given after the meeting has been held the validity of the meeting is not affected, nor of any business conducted at it.
19.1 The first Chairperson shall be Albert Carlisle Gourley.
19.2 The Chairperson shall select a Vice-Chairperson to assist in his or her administrative duties.
19.3 A Chairperson shall be expected to remain in office for a period of three Conventions, and no more, absent his or her resignation or a Super-Majority Decision to replace the Chairperson.
19.4 Absent a Super-Majority Decision, each Chairperson shall be deemed to have resigned and been replaced by the Vice-Chairperson on the first day of the fourth Convention over which the Chairperson has presided or would have, but for such resignation, presided.
19.5 The Directors may terminate the Chairperson, at any time, and from time to time, by Super-Majority Decision.
20. Chairing of Directors’ meetings
20.1 The Chairperson shall be Chairperson of each Board meeting.
20.2 In the absence of the Chairperson, the Vice-Chairperson shall be Chairperson of a Board meeting.
20.3 The absence of the Chairperson and the Vice-Chairperson, the Directors may appoint an alternate Chairperson of a Board meeting.
21. Chairperson’s casting vote at Directors’ meetings
21.1 If the numbers of votes for and against a proposal at a meeting of Directors are equal, the Chairperson, Vice-Chairperson or other Director chairing the meeting has a casting vote.
21.2 Article 21.1 does not apply in respect of a particular meeting (or part of a meeting) if, in accordance with the Articles, the Chairperson or other Director chairing the meeting is a Conflicted Director for the purposes of that meeting (or that part of that meeting at which the proposal is voted upon).
22. Quorum for Directors’ meetings
22.1 At a Directors’ meeting where a quorum is not present no proposal is to be voted on, except a proposal to call another meeting.
22.2 Subject to Article 22.4, the quorum for the transaction of business at a meeting of Directors may be fixed from time to time by a decision of the Directors, but, in the absence of an Ordinary Resolution of the Directors fixing such number, it shall be fixed at:
22.2.1 One, so long as there is only one Director; and otherwise
22.3 A person who holds office only as an alternate Director shall, if his appointor is not present, be counted in the quorum.
22.4 For the purposes of any meeting (or part of a meeting) held pursuant to Article 23 (Directors’ conflicts of interests) to authorise a Director’s Conflict, if there is only one non-Conflicted Director in office in addition to the Conflicted Director(s), the quorum for such meeting (or part of a meeting) shall be one non-Conflicted Director.
23. Directors’ conflicts of interests
23.1 Subject to Article 23.2, a Conflicted Director shall not vote in respect of any resolution, or be counted as participating in the quorum for the meeting (or part of a meeting) at which such resolution is to be voted upon, which would involve a Director breaching his duty under section 175 of CA 2006 to avoid conflicts of interest (such matter being hereinafter referred to as a Conflict).
23.2 The Directors may, in accordance with the requirements set out in this Article 23, authorise any matter proposed to them by any Director that would, if not authorised, involve a Conflict.
23.3 A Director seeking authorisation in respect of a Conflict shall declare to the other Directors the nature and extent of his interest in a Conflict as soon as is reasonably practicable.
23.4 Any authorisation of a Conflict under this Article 23 may (whether at the time of giving the authorisation or subsequently):
23.4.1 extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the Conflict so authorized;
23.4.2 be subject to such terms and for such duration, or impose such limits or conditions as the Directors may determine; or
23.4.3 be terminated or varied by the Directors at any time.
This will not affect anything done by the Director prior to such termination or variation in accordance with the terms of the authorization.
23.5 Where the Directors authorise a Conflict:
23.5.1 the Director will be obliged to conduct himself in accordance with any terms, limits and/or conditions imposed by the Directors in relation to the Conflict;
23.5.2 the Director will not infringe any duty he owes to the Company by virtue of sections 171 to 177 of CA 2006 provided he acts in accordance with such terms, limits and/or conditions (if any) as the Directors impose in respect of its authorisation.
23.6 Subject to Article 23.4, if a question arises at a meeting of Directors or of a committee of Directors as to the right of a Director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the Chairperson whose ruling in relation to any Director other than the Chairperson is to be final and conclusive.
24. Records of decisions to be kept
The Directors must ensure that the Company keeps a record, in writing, for at least ten years from the date of the decision recorded, of every decision taken by the Directors.
25. Directors’ discretion to make further rules
Subject to the Articles, the Directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to Directors.
26. Appointment and removal of alternate Directors
26.1 Any Director (appointor) may appoint as an alternate any other Director, or any other person, to:
26.1.1 exercise that Director’s powers; and
26.1.2 carry out that Director’s responsibilities,
in relation to the taking of decisions by the Directors in the absence of the alternate’s appointor.
26.2 Any appointment or removal of an alternate must be effected by notice in writing to the Company signed by the appointor.
26.3 The notice must:
26.3.1 identify the proposed alternate;
26.3.2 identify the duration of the alternate’s appointment, which shall not exceed 30 days in any circumstance; and
26.3.3 contain a statement signed by the proposed alternate that the proposed alternate is willing to act as the alternate of the Director giving the notice.
27. Rights and responsibilities of alternate Directors
27.1 An alternate Director may act as alternate Director to more than one Director and has the same rights in relation to any decision of the Directors as the alternate’s appointor.
27.2 Except as the Articles specify otherwise, alternate Directors:
27.2.1 are deemed for all purposes to be Directors;
27.2.2 are liable for their own acts and omissions;
27.2.3 are subject to the same restrictions as their appointors (including those set out in sections 172 to 177 CA 2006 inclusive and Article 23); and
27.2.4 are not deemed to be agents of or for their appointors,
and, in particular (without limitation), each alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a Member.
27.3 A person who is an alternate Director but not a Director:
27.3.1 may be counted as participating for the purposes of determining whether a quorum is present (but only if that person’s appointor is not participating and provided that no alternate may be counted as more than one Director for these purposes);
27.3.2 may participate in a unanimous decision of the Directors (but only if his appointor does not participate); and
27.3.3 may sign a written resolution (but only if it is not signed or to be signed by that person’s appointor).
27.4 A Director who is also an alternate Director is entitled, in the absence of any of his appointors, to a separate vote on behalf of that appointor, in addition to his own vote, on any decision of the Directors but he shall count as only one for the purpose of determining whether a quorum is present.
27.5 An alternate Director is not entitled to receive any remuneration from the Company for serving as an alternate Director except such part of the alternate’s appointor’s remuneration as the appointor may direct by notice in writing made to the Company.
28. Termination of alternate Directorship
28.1 An alternate Director’s appointment as an alternate for any appointor terminates:
28.1.1 when that appointor revokes the appointment by notice to the Company in writing specifying when it is to terminate;
28.1.2 when notification is received by the Company from the alternate that the alternate is resigning as alternate for that appointor and such resignation has taken effect in accordance with its terms;
28.1.3 on the occurrence, in relation to the alternate, of any event which, if it occurred in relation to that appointor, would result in the termination of that appointor’s appointment as a Director;
28.1.4 on the death of that appointor;
28.1.5 when the alternate’s appointor’s appointment as a Director terminates; or
28.1.6 on the 30th day following the appointment of an alternate Director.
28.2 In no event may an appointor appoint an alternative Director following the termination of an alternate Director’s appointment during his or her remaining term of office:
28.2.1 unless 365 days has passed since such termination of appointment; or
28.2.2 save in the circumstances of Article 28.1.4.
► PART 6: SECRETARY AND TREASURER
29.1 The Directors may resolve by Majority Decision to appoint a Secretary and one or more Assistant Secretaries to perform such duties as they may specify, including, without limitation, the maintenance of the List of Members.
29.2 The initial Secretary shall be Jodi Katz.
30.1 The Directors may resolve by Majority Decision to appoint a Treasurer to perform such duties as they may specify, including, without limitation, the recording of all financial transactions pertaining to the Company.
30.2 The initial Secretary shall be Justin Chorn.
► PART 7 : MEMBERS
No person shall become a Member of the Company unless:
31.1 that person has completed an application for Membership in a form approved by the Directors; and
31.2 all applicable Dues, if any, have been paid.
32. Eligibility for Membership
32.1 The Board shall determine the criteria for Membership, from time to time, and shall publish such criteria.
32.2 Should any Member cease to meet the criteria so established for Membership, he or she shall be deemed to have resigned as a Member.
32.3 Only individuals at least 18 years of age shall be entitled to become Members.
33. Termination of Membership
33.1 A Member may withdraw from Membership of the Company by giving seven days’ notice to the Company in writing.
33.2 The Directors may terminate the Membership of any Member provided that the Member concerned shall have a right to be heard before any final decision is made.
33.3 Where a Member has become disqualified as a lawyer in any jurisdiction owing to conduct that was found to have constituted a breach of applicable law society rules, irrespective of whether or not such ruling is final or preliminary in nature, such Member shall be deemed to have withdraw from Membership of the Company.
33.4 A person’s Membership terminates when that person dies.
34. Transferability of Membership
Membership is not transferable.
35. Lifetime Member
The Board may designate Members as Lifetime Members, from time to time, and may revoke such Lifetime Memberships in its sole discretion.
36. Special Members
Members who are:
36.1 current Directors;
36.2 past-Chairpersons or Vice-Chairpersons;
36.3 Lifetime Members;
36.4 partners, associates, employees or otherwise affiliated with Founders; or
36.5 otherwise in a class that the Board has so designated;
shall be noted in all publications or lists of Members.
► PART 8: ORGANIZATION OF GENERAL MEETINGS
The Directors may call general meetings.
38. Notice of general meetings
38.1 General meetings (other than an adjourned meeting) shall be called by at least 90 Clear Days’ notice, but a general meeting may be called by shorter notice if it is so determined by Majority Decision.
38.2 The notice shall specify the time, date and place of the meeting, the general nature of the business to be transacted and the terms of any resolution to be proposed at it.
38.3 Subject to the provisions of these Articles, the notice shall be given to all Members and to the Directors, alternate Directors and the auditors for the time being of the Company.
38.4 Notice shall be deemed to have been given to all such persons if published on a website of the Company that has been notified to all Members.
38.5 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
39. Resolutions requiring special notice
39.1 If CA 2006 requires special notice to be given of a resolution, then the resolution will not be effective unless notice of the intention to propose it has been given to the Company at least 28 Clear Days before the general meeting at which it is to be proposed.
40. Attendance and speaking at general meetings
40.1 A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
40.2 A person is able to exercise the right to vote at a general meeting when:
40.2.1 that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and
40.2.2 that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
40.3 The Directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
40.4 In determining attendance at a general meeting, it is immaterial whether any two or more Members attending it are in the same place as each other.
40.5 Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
41. Quorum for general meetings
41.1 No business shall be transacted at any meeting unless a quorum is present. A quorum shall consist of two Members, unless there should only be one Member, in which case the quorum shall be one.
42. Chairing general meetings
42.1 The Chairperson shall chair general meetings if present and willing to do so.
42.2 If the Chairperson is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start the Directors present shall appoint a Director or Member to chair the meeting.
42.3 The person chairing a meeting in accordance with this Article is referred to as the Chairperson of the meeting.
43. Attendance and speaking by Directors and non-Members
The Chairperson of the meeting may permit other persons who are not:
43.1 Directors of the Company; or
43.2 Members of the Company,
to attend and speak at a general meeting.
► VOTING AT GENERAL MEETINGS
The Directors may specify voting procedures in respect of any resolution and may, where the Board deems it appropriate to do so, permit the advance acceptance of votes from Members pursuant to such communication systems as the Board may establish, including, where applicable, voting procedures to be established on any website.
45. Dues in good standing
No Member shall vote at any general meeting, either in person or by proxy, unless all monies presently payable by him to the Company have been paid.
46. Chairperson’s power to restrict voting
46.1 The Chairperson may restrict one or more Members from voting, where it appears that a particular person or persons may have registered Members for the purpose of influencing the outcome of a particular resolution.
46.2 Any decision to exclude any Member from voting shall be final and without liability.
46.3 Nothing shall preclude the Chairperson from reinstating the voting privileges of any such Member, provided that no resolution previously passed or not passed shall be affected thereby.
► ADMINISTRATIVE ARRANGEMENTS
47.1 Any common seal may only be used by the authority of the Directors.
47.2 The Directors may decide by what means and in what form any common seal is to be used.
47.3 Unless otherwise decided by the Directors, if the Company has a common seal and it is affixed to a document, the document must also be signed by either at least two authorised persons or at least one authorised person in the presence of a witness who attests the signature.
47.4 For the purposes of this Article, an authorised person is:
47.4.1 any Director of the Company;
47.4.2 any person authorized by the Directors for the purpose of signing documents to which the common seal is applied.
48. No right to inspect accounts and other records
Except as provided by law or authorised by a Majority Decision of the Directors or an Ordinary Resolution of the Members, no person is entitled to inspect any of the Company’s accounting or other records or documents merely by virtue of being a Member.
► DIRECTORS’ INDEMNITY AND INSURANCE
49.1 Subject to Article 49.2, but without prejudice to any indemnity to which a relevant officer is otherwise entitled:
49.1.1 each relevant officer shall be indemnified out of the Company’s assets against all costs, charges, losses, expenses and liabilities incurred by him as a relevant officer:
(a) in the actual or purported execution and/or discharge of his duties, or in relation to them; and
(b) in relation to the company’s (or any associated company’s) activities as trustee of an occupational pension scheme (as defined in section 235(6) of CA 2006),
including (in each case) 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 Company’s (or any associated company’s) affairs; and
49.1.2 the Company may provide any relevant officer with funds to meet expenditures incurred or to be incurred by him in connection with any proceedings or application referred to in Article 49.1.1 and otherwise may take any action to enable any such relevant officer to avoid incurring such expenditure.
49.2 This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.
49.3 In this Article 49 and Article 50:
49.3.1 companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
49.3.2 a relevant officer means any Director or alternate Director or other officer or former Director or other officer of the Company or an associated company (including any company which is a trustee of an occupational pension scheme (as defined by section 235(6) of CA 2006) and may, if the Directors so decide, include any person engaged by the Company (or any associated company) as auditor (whether or not he is also a Director or other officer), to the extent he acts in his capacity as auditor).
50.1 The Directors may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any relevant officer in respect of any relevant loss.
50.2 In this Article 50, a relevant loss means any loss or liability which has been or may be incurred by a relevant officer in connection with that officer’s duties or powers in relation to the Company, any associated company or any pension fund or employees’ share scheme of the Company or associated company.