Art Space Scotland - Art Classes and Galleries in Perth

The Constitution and Articles of Association for artspace scotland

THE COMPANIES ACT 1985 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL MEMORANDUM and ARTICLES of ASSOCIATION of artSPACE SCOTLAND Ltd..

THE COMPANIES ACT 1985

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM of ASSOCIATION

artSPACE Scotland Ltd.

The company ’s name is “artSPACE Scotland Ltd.”.

The company’s registered office is to be situated in Scotland.
The company’s aim is to:
Promote, maintain, improve and advance the education of children, young people and adults by the encouragement of the Arts including the arts of drama, dance, music, singing, literature and visual arts. In furtherance thereof, but not otherwise the company shall seek.
It shall achieve this aim by:
providing creative educational and social leisure services for individuals/groups within the local community and widen access to the expressive arts for all within the said community (local and wider environs). The mission is to: further the application of arts activities for wide-ranging and broad-based therapeutic uses and outcomes; fire imaginations; discover talents; nurture skills; realise dreams and fulfil potential. All of the above is undertaken within a spirit and environment encouraging of full social inclusion regardless of an individuals’ age, disability, race, ethnicity, gender, sexuality or means/level of income.
promoting diversity through the mediums of creative visual arts, drama, writing and language thereby assisting in the breaking down of prejudice towards (and of) differing social status, disability, race, ethnicity, gender-difference, sexuality, mental health problems and behavioural difficulties.
facilitating positive creative experience(s) through the provision of: expert teaching assistance; varied and tailored classes/courses/activities; accessible and well-resourced facilities; a flexible approach and relaxed learning environment and committed involvement with the local community.
broadening the range of therapeutic, social and creative activities available as part of the local day services provision for the elderly, adults with special needs, mental health problems and/or other disabilities thereby contributing positively to the social welfare of individuals/groups within the Perth area.
working with all children, including those who cannot cope within the normal school system, and to help them achieve their potential while broadening the scope of their educational achievements out-with the formal and target-driven classroom/school environment.
To carry on any other activities which further the above aim.

In pursuance of the aim (but not otherwise) the company shall have the following powers:-

To provide a varied range of classes, courses, products and services specifically designed to further the objects of the company.
To assist (whether financially or otherwise) projects, initiatives and schemes of all kinds that further any of the objects of this company.
To liaise with government authorities and agencies (whether Scottish, UK, European or otherwise), local authorities, local enterprise companies, educational establishments, voluntary-sector bodies and others, all with the view to contributing to the most effective and efficient pursuit of the aims set out above.
To carry on or assist (whether financially or otherwise) any other activity which may appropriately be carried on in connection with any other object of the company.
To promote companies whose activities may further one or more of the above objects, or may generate income to support the activities of the company. Acquire and hold shares in such companies and carry out, in relation to any such company that is a subsidiary of the company, all such functions as may be associated with a holding company.
To acquire and take over the whole or any part of the undertaking and the liabilities of any body holding property or rights which are suitable for the company’s activities.
To purchase, take on lease, hire or otherwise acquire, any property or rights which are suitable for the company’s activities.
To improve, manage, develop, or otherwise deal with, all or any part of the property and rights of the company.
To sell’ let’ hire out’ license, or otherwise dispose of, all or any part of the property and rights of the company.
To lend money and give credit (with or without security) and to grant guarantees and issue indemnities.
To borrow money, and to give security in support of any such borrowings by the company, in support of any obligations undertaken by the company or in support of any guarantee issued by the company.
To employ such staff which are considered appropriate for the proper conduct of the company’s activities, and to make reasonable provision for the payment of pensions and/or other benefits for members of staff, ex-members of staff and their dependants.
To engage such consultants and advisers as are considered appropriate from time to time.
To effect insurance of all kinds (which may include officers’ liability insurance).
To invest any funds which are not immediately required for the company’s activities in such investments as may be considered appropriate (and to dispose of, and vary, such investments).
To establish and/or support any other charitable body, and to make donations for any charitable purpose falling within the company’s objects.
To take such steps as may be deemed appropriate for the purpose of raising funds for the company’s activities.
To accept grants, donations and legacies of all kinds (and to accept any reasonable conditions attaching to them).
To oppose, or object to, any application or proceedings which may prejudice the company’s interests.
To enter into any arrangement with any organisation, government or authority which may be advantageous for the purpose of the activities of the company, and to enter into any arrangement for the co-operation or mutual assistance with any charitable body.
To do anything which may be incidental or conducive to the furtherance of any of the company’s objects.

And it is declared that:
(i) in this clause, “property” means any property, heritable or moveable, wherever situated.
in this clause, and throughout this memorandum of association, the word “charitable” shall have the meaning ascribed to it for the purposes of section 505 of the Income and Corporation Taxes Act 1988, including any statutory amendment or re-enactment for the time being in force.
5.
Artspace workshop may only exhibit such works as have been produced by students during a period in which they engage in any of the workshops or other activities promoted by the company in pursuance of its objects.

(b) No part of the income or property of the company shall be paid or transferred (directly or indirectly) to the members of the company, whether by way of dividend, bonus or otherwise.
No director of the company shall be appointed as a paid employee of the company; no director shall hold any office under the company for which a salary or fee is payable.
No benefit (whether in money or in kind) shall be given by the company to any director except (i) repayment of out of pocket expenses or (ii) reasonable payment in return for particular services (not being of a management nature) actually rendered to the company.
Artspace workshop will be used to exhibit the work of the participants for public viewing for the furtherance of the companies aim.
Artspace may let any exhibition area for such commercial fees as are considered appropriate to such artist or others who may wish to make use of the same but such letting may not impede on the ability of Artspace to exhibit works in accordance with 5(e) above. Any income generated by such letting shall be applied towards the charitable objects of the company."
The liability of the members is limited.
Every member of the company undertakes to contribute such amount as may be required (not exceeding £1) to the company’s assets if it should be wound up while he/she is a member or within one year after he/she ceases to be a member, for payment of the company’s debts and liabilities contracted before he/she ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves.
8. (a) If on the winding-up of the company any property remains after satisfaction of the company’s debts and liabilities, such property shall not be paid to or distributed among the members of the company; that property shall instead be transferred to some other charitable body or bodies (whether incorporated or unincorporated) whose objects are similar (wholly or in part) to the objects of the company.
(b) The body or bodies to which property is transferred under paragraph (a) shall be determined by the members of the company at or before the time of dissolution or, failing such determination, by such court as may have jurisdiction at that time.
(c) To the extent that effect cannot be given to the provisions of paragraphs (a) and (b) of this clause 7, the relevant property shall be applied to some other charitable object or objects.
Accounting records shall be kept in accordance with all applicable statutory requirements and such accounting records shall, in particular, contain entries from day to day of all sums of money received and expended by the company and the matters in respect of which such receipt and expenditure take place and a record of the assets and liabilities of the company; such accounting records shall be open to inspection at all times by any director of the company.
WE, the subscribers to this memorandum of association, wish to be formed into a company pursuant to this memorandum.

Names and addresses of subscribers
Addresses of the board of artspace scotland

1. Sandra Penman
81 Wilson Street, Craigie, Perth PH2 0EY

2.Colin Anderson
11 Pitcullen Tce, Perth Ph2 7EQ

3.Chris Simmonds
5 Bridgeton Place, Almondbank, Perth PH1 3ND

4.Leslie Mackie
1 Keir street, Perth

5.Lesley Sutherland
9 Sutherland Crescent, Abernethy PH2 99A

6.Patricia Bellis

7.Helen Bruce
22 Low Road, Perth

THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES of ASSOCIATION
of
artSPACE

CONTENTS

Definitions, interpretation and general structure
Articles 1 and 3
Membership - qualifications, admission, cessation
Articles 4 to 17
AGMs & EGMs - notice of meetings, resolutions, quorum, voting
Articles 18 to 43
Directors - number, appointment, vacating of office
Articles 44 to 50
Directors - offices, personal interests, powers
Articles 51 to 60
Meetings of directors, calling of meetings, voting, quorum, alternates, committees of directors
Articles 61 to 76
General - secretary, minutes, etc
Articles 77 to 90

Definitions and interpretation

1. 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.

References in these articles to the singular shall be deemed to include the plural.

General Structure

3. The structure of the company consists of:-

the MEMBERS – who have the right to attend the annual general meeting (and any extraordinary general meeting) and have the 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 the changes to the articles themselves.

(b) the DIRECTORS – who hold regular meetings during the period between annual 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.

Membership

4. The subscribers to the memorandum of association and such other persons as are admitted to membership under articles 6 to 8 shall be the members of the company.

A member may not transfer his/her membership to any other individual or body (except in the case of (article 6) membership to be held by an adult [deemed responsible] on behalf of a ‘Youth Associate Member’ or an ‘Adult Associate Member’).

Qualification for membership

Membership shall be open to any individual having a special interest in the aims and activities of the company who is nominated for membership by two directors.

Membership shall be open to any individual participating in an activity/course/class/project run by the company under the objects of the company.

Exceptions to the above full membership (article 6) are:

that of those participating individuals under the age of 16.

(i) those in the above (6(a)) category will hold ‘Youth Associate Membership’ and may be represented in all aspects of exercising full membership status through a named adult representative (usually to be a parent/guardian). ‘Youth Associate Members’ shall assume full membership upon reaching the age of 16.

that of those legally classified as vulnerable adults or those adults who are deemed incapable, due to disability, of full participatory membership .

those in the above category (6(b)) will hold ‘Adult Associate Membership’ and may be represented in all aspects of exercising full membership status through a named adult representative (usually a parent/guardian/carer/designated representative as appointed by the appropriate welfare or social care authority. The decision as to the classifying an individual as an ‘Adult Associate Member’ will be made in consultation with the appropriate social and welfare care body responsible for the for the welfare of the individual concerned.

Membership shall be open to groups/bodies/organisations, supportive of the objects of the company, as deemed appropriate by the Board. These organisations may include fund-givers, client referral agencies, local authorities, governmental agencies, statutory bodies and other voluntary or charity sector organisations.

(a) Such organisations as are granted membership (under clause 7) shall be represented by one named individual to be nominated by said organisation. The nominated individual may exercise full membership entitlement on behalf of their nominating organisation.

Application for membership

Employees of the company shall not be eligible for membership; a person who becomes an employee of the company after admission to membership shall automatically cease to be a member.

Any person, representative (as specified in article 6) or organisation eligible for membership under articles 5 to 7 who wishes to become a members must lodge, with the company, a signed written application for membership.

The directors may, at their discretion, refuse to admit any person to membership.

The directors shall consider each application for membership at the first directors’ meeting which is held after receipt of the application; the directors shall, within a reasonable time after the meeting, notify the applicant of their decision on the application.

Membership subscription

For the avoidance of doubt, no member shall require to pay a membership subscription, either at the time of admission as a member or on any annual or other periodic basis.

Register of members

14. 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/representative/organisation ceased to be a member.

Cessation of membership

15. Any member wishes to withdraw from membership shall sign, and lodge with the company a written notice to that effect; on receipt of the notice by the company, he/she shall cease to be a member.

Expulsion from membership

Any person may be expelled from membership by special resolution (see article 24), providing the following procedures have been observed:-

at least 21 days notice of the intention to propose the resolution must be given to the member concerned, specifying the grounds for the proposed expulsion

the member concerned shall be entitled to be heard on the resolution at the general meeting at which the resolution is proposed.

Termination/transfer

Membership shall cease on death.

A member may not transfer his/her membership to any other person (except as provided for in articles 6 and 7).

General meetings (meetings of members)

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 the incorporation of the company.

Not more than 15 months shall elapse between one annual general meeting and the next.

The business of each annual general meeting shall include:-

a report by the chair on the activities of the company

consideration of the annual accounts of the company

the election/re-election of directors, as referred to in articles 37 to 39.

The directors may convene an extraordinary general meeting at any time.

22. The directors must convene an extraordinary general meeting if there is a valid requisition by members (under section 368 of the Act) or a requisition by a resigning auditor (under section 392A of the Act).

Notice of general meetings

23. At least twenty one 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 20) or a resolution requiring special notice under the Act is to be proposed; all other extraordinary general meetings shall be called by at least fourteen clear days’ notice.

24. The reference to “clear days” in article 23 shall be taken to mean that, in calculating the period of notice, the day after the notice is posted, and also the day of the meeting, should be excluded.

25. A notice calling a meeting shall specify the time and place of the meeting; it shall (a) indicate the general nature of any business to be dealt with at the meeting and (b) if a special resolution (see article 20) (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.

26. A notice convening an annual general meeting shall specify that the meeting is to be an annual general meeting; any other meetings shall be called extraordinary general meeting.

27. Notice of every general meeting shall be given to all the members and directors, and (if there are auditors in office at the time) to the auditors.

Special resolutions and ordinary resolutions

28. 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 15 and 17; 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.

29. 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) (subject to the provisions of the Act) to alter its memorandum of association with respect to the company’s objects

30. 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 cast 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 15 and 17.

Procedure at general meetings

31. No business shall be transacted at any meeting unless a quorum is present; the quorum for the general meeting shall be 2/3rds of the company’s total membership. Members must be present in person or represented by their agreed designated named proxy.

32. If the quorum required under article 31 is not present within 15 minutes after the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to such time and place as may be fixed by the chairperson of the meeting.

33. The Chair shall (if present and willing to act as chairperson) preside as chairperson of the meeting; if the Chair is not present and willing to act as chairperson within 15 minutes of the time appointed for holding the meeting, the Vice Chair shall preside as chairperson of the meeting or, if the Vice Chair is not present and willing to act as chairperson within 15 minutes of the time appointed for holding the meeting, the directors present shall elect one of their number to act as chairperson.

34. The chairperson may, with the consent of a majority of the members present at the meeting (and must, if a majority of the persons present at the meeting and entitled to vote request him/her to do so), adjourn the meeting but not for a period in excess of thirty days; no notice need be given of an adjourned meeting.

35. A resolution put to the vote of a meeting shall be decided on a show of hands unless before the show of hands, or immediately after the result of the show of hands is declared, a secret ballot is demanded by the chairperson or by any person present at the meeting and entitled to vote (whether as a member or as the proxy for a member).

If a secret ballot is demanded in accordance with the preceding article, it shall be taken at once and shall be conducted in such manner as the chairperson may direct; the result of the ballot shall be declared at the meeting at which the ballot was demanded.

If there is an equal number of votes for and against any resolution, the chairperson of the meeting shall be entitled to a casting vote.

Votes of members

38. Every member shall have one vote, which may be given either personally or (whether on a show of hands or on a secret ballot) by proxy (proxy voting only to be allowed within the terms of articles 6 and 7).

39. A member who is allowed (under article 6 and 7) to appoint a proxy to vote on his/her behalf at any meeting

(a) shall lodge with the company, at the company’s registered office, not less than 48 hours before the time for holding the meeting, a written instrument of proxy (in such form as the directors require), signed by him/her or a adult carer deemed responsible; or

(b) shall send to the company at such address as may have been notified to the members by the company for that purpose, an electronic communication containing the appointment of a proxy, providing such electronic communication is received by the company at such address not less than 48 hours before the time for holding the meeting.

40. An instrument of proxy, or electronic communication containing the appointment of a proxy, which does not conform with the provisions of article 39, or which is not lodged or sent in accordance with such provisions, shall be invalid.

41. A member shall not be entitled to appoint more than one proxy to attend on the same occasion.

42. A proxy appointed to attend and vote at any meeting instead of a member shall have the same right as the member who appointed him/her to speak at the meeting and need not be a member of the company.

43. A vote given, or ballot demanded, by proxy shall be valid notwithstanding that the authority of the person voting or demanding a ballot had terminated prior to the giving of such vote or demanding of such ballot unless notice of such termination was received by the company at the company’s registered office (or, where contained in an electronic communication, was received by the company at the address notified by the company to the members for the purpose of electronic communication) before the commencement of the meeting at which the vote was given or the ballot demanded.

Maximum number of directors

The maximum number of directors shall be 12.

Eligibility

A person shall not be eligible for election/appointment as a director unless he/she is a member of the company or has the right to exersise a proxy vote for an ‘associate member’ under the terms within articles 6 and 7.

Election, retiral, re-election

At each annual general meeting, the members may (subject to article 45) may elect any member (providing he/she is willing to act) to be a director.

The directors may at any time appoint any member (providing he/she is willing to act) to be a director (subject to article 44).

At each annual general meeting, all of the directors shall retire from office – but shall then be eligible for re-election.

Termination of office

A director shall automatically vacate office is:-

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.

he/she becomes debarred under any statutory provision from being involved in the administration or management of a charity.

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.

he/ she ceases to be a member of the company.

he/she becomes and employee of the company.

he/she resigns office by notice to the company.

he/she is absent (without permission of the directors) for more than three consecutive meetings of the directors, and the directors resolve to remove him/her from office.

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

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

The directors shall elect from among themselves a chair and a treasurer, and such other office bearers (if any) as they consider appropriate.

All of the office bearers shall cease t hold office at the conclusion of each annual general meeting, but shall then be eligible for re-election.

A person elected to any office shall cease to hold office if he/she ceases to be a director, or if he/she resigns from that office by written notice to that effect.

Personal Interest

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…) from voting on the question of whether or not the company should enter into that arrangement.

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 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.

Provided he/she has declared his/her interest – and 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 48) and may retain any personal benefit which he/she gains from his/her participation in that arrangement.

No director may serve as an employee (full time or part time) of the company, and no director may be given any remuneration by the company for carrying out his/her duties as a director.

The directors may be paid all travelling and other expenses reasonably incurred by them in connection with their attendance at meetings of the directors, general meetings, or meetings of committees, or otherwise in connection with the carrying-out of their duties.

Powers of directors

59. Subject to the provisions of the Act, the memorandum of association and these articles and 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.

60. A meeting of directors at which a quorum is present may exercise all powers exercisable by the directors.

Proceedings of directors

61. Subject to the provisions of these articles, the directors may regulate their proceedings as they think fit.

62. Any director may call a meeting of the directors or request the secretary to call a meeting of the directors.

63. Questions arising at a meeting of directors shall be decided by a majority of votes; in the case of an equality of votes, the chairperson of a meeting of directors shall have a second or casting vote.

No business shall be dealt with at a meeting of directors unless a quorum is present; the quorum for meetings of the directors shall be 8.

65. If at any time the number of the 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.

66. Unless he/she is unwilling to do so, the Chair shall preside as chairperson of each meeting of the directors at which he/she is present; if the Chair is not present and willing to act as chairperson within 15 minutes of the time appointed for holding the meeting, the Vice Chair shall preside as chairperson of the meeting or, if the Vice Chair is not present and willing to act as chairperson within half an hour of the time appointed for holding the meeting, the directors present shall elect one of their number to act as chairperson.

67. The directors shall be entitled to allow any person to attend and speak (but not vote) at any meeting of the directors in the capacity of adviser.

68. All acts done by a meeting of directors or by a meeting of a committee of directors or by a person acting as a director shall, notwithstanding that it is afterwards discovered that there was a defect in the appointment of any director or that any of them was disqualified from holding office or had vacated office or was not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director and had been entitled to vote.

69. A director shall not vote at a meeting of directors or at a meeting of a committee of directors on any resolution concerning a matter in which he/she has, directly or indirectly, a personal interest or duty (unless immaterial) which conflicts or may conflict with the interests of the company.

For the purpose of the preceding article, 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.

71. A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he/she is not entitled to vote.

72. 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 69 to 71.

73. If a question arises at a meeting of directors or at a meeting of a committee of directors as to the right of a director to vote, the question may, before the conclusion of the meeting, be referred to the chairperson of the meeting; his/her ruling in relation to any director other than himself/herself shall be final and conclusive.

Delegation to committees of directors and holders of offices

74. The directors may delegate any of their powers to any committee consisting of one or more directors and such 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 consider appropriate.

75. Any delegation of powers under the preceding article may be made subject to such conditions as the directors may impose and may be revoked or altered.

The rules of procedure for any sub-committee shall be prescribed by the directors.

Operation of bank accounts

77. 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; at least one out of the two signatures must be the signature of a director.

Secretary

78. Subject to the provisions of the Act, the secretary shall be appointed by the directors for such term, at such remuneration (if any), and upon such conditions as they may think fit; and any secretary so appointed may be removed by them at any time.

Minutes

The directors shall ensure that minutes are made (in books kept for the purpose) of all proceedings at general meetings, meetings of the directors, and meetings of committees of directors; a minute of a meeting of directors or of a committee of directors shall include the names of the directors present, and (as far as possible) the minutes of each meeting shall be signed by the chairperson of that meeting.

Accounting records and annual accounts

The directors shall ensure that proper accounting records are maintained in accordance with all applicable statutory requirements.

The directors shall prepare annual accounts, complying with all the 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.

No member shall (unless he/she is a director) have any right of inspecting any accounting or other records, or any document of the company, except as conferred by statute or as authorised by the directors or as authorised by ordinary resolution of the company.

Notices

83. Any notice to be given in pursuance of these articles shall be in writing; the company may give any such notice to a member either personally or by sending it by post in a pre-paid envelope addressed to the member at his/her registered address or by leaving it at that address; alternatively, in the case of a member who has notified the company of an address to be used for the purpose of electronic communications, the company may give any notice to that member by way of an electronic communication.

84. Any notice, if sent by post, shall be deemed to have been given at the expiry of 24 hours after posting; for the purpose of proving that any notice was given, it shall be sufficient to prove that the envelope containing the notice was properly addressed and posted.

85. 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

86. If the company is wound up, the liquidator shall give effect to the provisions of clause 7 of the memorandum of association.

Indemnity

Every director or other officer or auditor of the company shall be indemnified 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 duties of his/her office; that may include, without prejudice to that generality, any liability incurred by him/her in defending any proceeding (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.

The indemnity contained in article 87 shall be subject to the provisions of the Act and is without prejudice to any other indemnity to which a director may otherwise be entitled.

Interpretation

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 modifications or re-enactments of that provision which is in force at the time.

90. Reference in these articles to the singular shall be deemed to include the plural.

Name and addresses of subscribers