Articles Of Association

THE COMPANIES ACT 2006

COMPANY LIMITED BY GUARANTEE

ARTICLES OF ASSOCIATION

OF

ARDROSSAN COMMUNITY SPORTS HUB

INTERPRETATION
1 Name

1.1 The name of the Company is “Ardrossan Community Sports Hub ” hereafter referred to as “the Company”.

2 Registered office

2.1 The Registered Office of the Company is situated in Scotland.

3 Defined Terms

3.1 The interpretation of these Articles is governed by the provisions set out in the Schedule at the end of the Articles.

4 Constitution of Company

4.1 The model articles of association as prescribed in Schedule 2 to The Companies (Model Articles) Regulations 2008 are excluded in respect of this Company.

RESTRICTION ON USEAGE OF COMPANY’S ASSETS
5 Asset Lock

5.1 The income and property of the Company shall be applied solely towards promoting the Company’s objects (as set out in article 7) and no part of the income, assets or surplus 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.

5.2 No benefit (whether in money or in kind) shall be given by the Company to any director except for the repayment of out-of-pocket expenses legitimately incurred.

5.3 The Company shall, notwithstanding the provisions of article 5.1, be entitled: –

5.3.1 to pay a rent not exceeding the market rent for premises let to the Company by any member of the Company;

5.3.2 as agreed by the board and minuted, to make any transfer or payment to a member where such transfer or payment is made in direct furtherance of the objects of the Company.

6 Winding-up

6.1 If on the winding-up of the company any property remains after satisfaction of all the company’s debts and liabilities, such property shall not be paid to or distributed among the members of the company but shall instead be transferred to some other charity or charities whose objects are altogether or in part similar to the objects of the company.

6.2 The organisation to which property is transferred under the preceding article 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.

6.3 To the extent that effect cannot be given to the provisions of articles the relevant property shall be applied to some other charitable purpose or purposes as agreed by OSCR.

OBJECTS AND POWERS
7 Objects

7.1 The Company has been formed to benefit the community of Ardrossan (as defined by postcode area KA22 ) (“the Community”) with the Purposes listed in the sub-articles hereto (“the Objects”), to be exercised following the principles of sustainable development, namely:
7.1.1 To advance public participation in sport through the development and maintaining of sporting and other facilities in Ardrossan for the use of the local community, with the aim of improving health and wellbeing.
7.2 The Company may (subject to first obtaining the consent of OSCR) add to, remove or alter the statement of the Company’s objects in article 5.1; on any occasion when it does so, it must give notice to the registrar of companies and the amendment will not be effective until that notice is registered on the register of companies.

8 Powers

8.1 The Company shall have powers, but only in furtherance of its Purposes, as expressed in Schedule 2 annexed to these Articles.

LIMITATION OF LIABILITY AND STRUCTURE
9 Liability of members

9.1 The liability of each member is limited to £1, being the amount that each member undertakes to contribute to the assets of the Company in the event of its being wound up while he/she is a member or within one year after he/she ceases to be a member, this £1 will be the membership subscription as stated in 14.1, and will be used for:
9.1.1 payment of the Company’s debts and liabilities contracted before he/she ceases to be a member;

9.1.2 payment of the costs, charges and expenses of winding up; and

9.1.3 adjustment of the rights of the contributories among themselves.

10 General Structure

10.1 The structure of the Company consists of: –
10.1.1 the MEMBERS – Ordinary members have the right to attend the annual general meeting (and any other general meeting) and have important powers under the articles of association and the Act; in particular, the members elect people to serve as directors and take decisions in relation to changes to the articles themselves. Associate and Junior members do not have a right to vote;
10.1.2 the DIRECTORS – who hold regular meetings during the period between annual general meetings, and generally control and supervise the activities of the Company; in particular, the directors are responsible for monitoring the financial position of the Company.

MEMBERS
11 Qualification for Membership

11.1 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 this article.

11.2 Membership shall be open to:

11.2.1 Ordinary Member: any person aged 16 years or over who is ordinarily resident in the Community, are entitled to vote at a local government election in a polling district that includes the Community or part of it, and supports the objects and activities of the Company;

11.3 Each member which is an organisation shall appoint one named Authorised Representative to represent and act for such member at all General Meetings. Any change in the appointment of an Authorised Representative may be made at any time by the appointing member, but only by written notice to the Company. Such notice will take effect upon its receipt by the Company

11.4 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.

12 Application for Membership

12.1 If you are applying for membership you must send a completed and signed application form and the sum of one pound (which will be returned to you if the application is not approved) to the Company’s registered office. Whilst it is the Company’s intention to encourage membership, the Board has absolute discretion in deciding on applications for membership and the following shall constitute grounds for refusal of an application for membership: –

12.2 Where membership would be contrary to the Company’s Rules or policies;

12.3 Where a conflict of interest may exist which, even allowing for the disclosure of such an interest, may adversely affect the work of the Company;

12.4 Where the Board considers that accepting the application would not be in the best interests of the Company.

12.5 Your application shall be considered by the Board as soon as reasonably practicable after its receipt by the Company. An application for membership will not be considered by the Board within the period of fourteen days before the date of a general meeting.

12.6 If the Board approve your application, you will immediately become a Member and your name and other necessary particulars will be included in the Register of Members within seven working days. You will then be issued a membership certificate.

12.7 You can apply for ordinary membership of the Company from the age of 16.

12.8 No Member can hold more than one share in the Company.

12.9 If you change your address, you must let the Company know by writing to the Secretary at the registered office within three months.

13 Minimum number of members

13.1 The minimum number of members is 20 ; in the event that the number of members falls below 20 , the directors may not conduct any business other than to ensure the admission of sufficient members to achieve the minimum number.
13.2 at least three quarters of the members of the Company are members of the Community; and
13.3 in the event that the number of members falls below 20 members , the Board may not conduct any business other than to ensure the admission of sufficient Members to achieve the minimum number and/or maintain the majority.

14 Membership subscription

14.1 Membership subscription shall be £1.

15 Withdrawal from membership

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

16 Expulsion from membership

16.1 Any person may be expelled from membership by special resolution providing the following procedures have been observed: –

16.1.1 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;

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

17 Termination of membership

17.1 Membership is not transferable to anyone else.

17.2 Membership is terminated if:

17.2.1 the member dies;

17.2.2 If the member notifies the Company verbally or in writing that they wish to resign. On receipt of this, they shall cease to be a member.

17.2.3 otherwise in accordance with these Articles.

18 General meetings (members’ meetings)

18.1 All general meetings other than annual general meetings are known as special general meetings.

18.2 The directors shall convene an annual general meeting in each calendar year.

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

18.4 The business of each annual general meeting shall include: –

18.4.1 a report by the chair on the activities of the Company;

18.4.2 consideration of the annual accounts of the Company;

18.4.3 the election/re-election of directors.

18.5 The Directors may call a general meeting at any time.

18.6 The directors must convene a general meeting if there is a valid requisition by members (under section 303 of the Act) or a requisition by a resigning auditor (under section 518 of the Act).

19 Notice of general meetings

19.1 At least 14 Clear Days’ notice must be given of general meetings.

19.2 A notice calling a meeting shall specify the date, time and place of the meeting. It shall:

19.2.1 indicate the general nature of the business to be dealt with at the meeting and

19.2.2 if a special resolution (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.

19.3 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 special general meeting.

19.4 Notice of every general meeting shall be given:

19.4.1 in hard copy form; or

19.4.2 in writing (where the individual to whom notice is given has notified the Company of an address to be used for the purpose of electronic communication) in electronic form; or

19.4.3 (subject to the Company notifying members of the presence of the notice on the website, and complying with the other requirements of section 309 of the Act) by means of a website.

20 Special resolutions and ordinary resolutions

20.1 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 a general meeting, providing proper notice of the meeting and of the intention to propose the resolution has been given in accordance with Article 19.

20.2 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. No account shall be taken of abstentions or members absent from the meeting.

20.3 In addition to the matters expressly referred to elsewhere in these Articles, the provisions of the Act allow the Company, by special resolution,

20.3.1 to alter its name;

20.3.2 to alter any provision of these Articles or adopt new Articles of Association.

20.4 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), at a general meeting, providing proper notice of the meeting has been given in accordance with Article 19.

21 Procedure at general meetings

21.1 The quorum for a General Meeting shall be the greater of (a) 8 Members or (b) 10% of the Members, in either event being present in person or by proxy. No business shall be dealt with at any General Meeting unless a quorum is present.

21.2 If a quorum is not present within 15 minutes after the time at which a general meeting was due to commence – or if, during a meeting, a quorum ceases to be present – the meeting shall stand adjourned to such time and place as may be fixed by the chairperson of the meeting.

21.3 The Chairperson of the Company, whom failing the Vice-Chairperson of the Company (if any), shall act as Chairperson of each General Meeting. If neither the Chairperson nor the Vice-Chairperson is present or willing to act as Chairperson of the meeting within 15 minutes after the time at which the General Meeting in question was due to commence, the Directors present shall elect from among themselves one of the Elected Directors who will act as Chairperson of that meeting

21.4 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.

21.5 Each Member shall have one vote, to be exercised in person or by proxy, by a show of hands

21.6 Unless a secret ballot is requested by the Chairperson of the meeting, or by at least two Members present at the meeting and entitled to vote, this may be demanded only before any show of hands takes place and shall be taken immediately at the same meeting.

21.7 This shall be conducted in such a manner as the Chairperson of the meeting may direct and the result of which shall be declared at the same meeting at which the ballot was requested .

21.8 In that event, the Chairperson of the meeting shall appoint and instruct tellers, who may cast their own personal votes if Members);

21.9 A person who is not a member of the Company shall not have any right to vote at a general meeting of the Company. Associate and Junior Members shall have no vote;

if 11.2.3 is amended then this may need amended

21.10 Any member who wishes to appoint a proxy to vote on his/her behalf at any meeting (or adjourned meeting):

21.10.1 shall lodge with the Company, at the Company’s registered office, a written instrument of proxy (in such form as the Directors require), signed by him/her; or

21.10.2 shall send by electronic means to the Company, at such electronic address as may have been notified to the members by the Company for that purpose, an instrument of proxy (in such form as the Directors require);

21.10.3 providing (in either case), the instrument of proxy is received by the Company at the relevant address not less than 48 hours before the time for holding the meeting (or, as the case may be, adjourned meeting).

21.11 An instrument of proxy which does not conform to the provisions of Article 20.10, or which is not lodged or sent in accordance with such provisions, shall be invalid.

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

21.13 A proxy appointed to attend and vote at any meeting instead of a member shall have the same right as the member who appointed them and need not be a member of the Company.

21.14 The termination of a proxy’s authority by the member appointing them does not invalidate the vote given or ballot demanded, unless the Company receives notice of the termination before the commencement of the meeting or adjourned meeting. Such notice should be received by the Company at the Company’s registered office (or, where sent by electronic means, was received by the Company at the address notified by the Company to the members for the purpose of electronic communications).

21.15 If there are an equal number of votes for and against any resolution, the chairperson of the meeting shall be entitled to a casting vote at a General Meeting (when casting a vote as a Member).

21.16 A resolution put to the vote at a general meeting shall be decided on a show of hands unless a secret ballot is requested by the chairperson (or by at least two persons present in person at the meeting and entitled to vote (whether as members or proxies for members)). A secret ballot may be requested either before the show of hands takes place, or immediately after the result of the show of hands is declared.

21.17 If a secret ballot is requested , it shall be taken at the meeting and shall be conducted in such a manner as the chairperson may direct. The result of the ballot shall be declared at the meeting at which the ballot was demanded.

22 Written resolutions

22.1 A resolution agreed to in writing (including by e-mail) by the Members will be as valid as if it had been passed at an annual general meeting or Board meeting; the date of the resolution will be taken to be the date on which the last member agreed to it.

DIRECTORS
23 Categories of Director

23.1 For the purposes of these articles:

23.1.1 “Member Director” means a director (drawn from the membership of the Company) elected under article 27. The number of Member Directors should always be in the majority of board members;

23.1.2 “Co-opted Director” means a (non-member) director appointed or re-appointed by the directors under article 28.

24 Number of Directors

24.1 The number of Directors shall be not less than seven . Unless otherwise determined by special resolution at a General Meeting (but not retrospectively) the number of Directors shall not be more than 15 .

25 Eligibility

25.1 A person shall not be eligible for election/appointment as a Member Director unless he/she is a member of the Company; a person appointed as a Co-opted Director need not, however, be a member of the Company.
25.2 A person shall not be eligible for election/appointment as a director if he/she:

25.3 is an employee of the Company.

25.4 he/she has been adjudged bankrupt, has granted a trust deed for or entered into an arrangement with creditors or his/her estate has been sequestrated and has not been discharged; or

25.5 he/she has been convicted of an offence involving dishonesty which is not spent by virtue of the Rehabilitation of Offenders Act 1974 or an offence under the Charities and Trustee Investment (Scotland) Act 2005; or

25.6 he/she has been removed or suspended from a position of management or control of a charity under the provisions of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1990 or the Charities and Trustee Investment (Scotland) Act 2005; or

25.7 he/she has been removed from the office of charity trustee or trustee for a charity by an order made by the Office of the Scottish Charity Regulator and/or the Charity Commissioners for England and Wales or by Her Majesty’s High Court of Justice in Scotland or England on the grounds of any misconduct in the administration of the charity for which he/she were responsible or to which he/she were privy, or which his/her conduct contributed to or facilitated; or

25.8 a disqualification order or disqualification undertaking has been made against that person under the Company Directors’ Disqualification Act 1986 or the Company Directors Disqualification (Northern Ireland) Order 2002 (which relate to the power of a Court to prevent someone from being a director, liquidator or administrator of a company or a receiver or manager of company property or being involved in the promotion, formation or management of a company).

26 Composition of the Board

26.1 From and after the first General Meeting of the Company, the Board shall comprise the following persons (a majority of whom shall always be Member Directors), namely

26.1.1 up to 6 individual persons elected as Directors by the Members (“the Member Directors”), who must themselves be Members; and

26.1.2 up to 5 individual persons co-opted in terms of Article 27 (“the Co-opted Directors”), so as to ensure a spread of skills and experience within the Board.

26.2 who shall meet as often as necessary to despatch all business of the Company as specified in the Articles and particularly with reference to the restrictions in the quorum for Board meetings specified.

27 Election and Retiral: Member Directors

27.1 At the first General Meeting held, the Members shall elect up to 6 Member Directors, in respect of which the following shall apply:

27.1.1 provided that the first General Meeting is held before the first AGM, there shall be no change in or election of Directors at the first AGM (except to the extent of filling any vacancies in the Board left over after the first General Meeting or caused by any retirals since);

27.1.2 at the second and each subsequent AGM, one-third of the Member Directors (or the nearest number upwards) shall retire from office;

27.1.3 a retiring Member Director shall retain office until the close or adjournment of the meeting;

27.1.4
can this be omitted?
27.1.5 if no other Director has or Directors have decided or agreed to retire, the Member Directors to retire at each AGM shall be those who have been longest in office since their last election but, as between persons who were elected or last re-elected Directors on the same day, the one or ones to retire shall (unless they otherwise agree amongst themselves) be determined by lot;

27.1.6 nomination of any Member Director, who shall himself or herself be (or be eligible to become) Member, shall be in writing by not less than any two Members delivered to the Registered Office not less than 7 days prior to the date of the AGM in question and wherein the nominee shall confirm his or her willingness to act as a Member Director if elected; and

27.1.7 election of any Member Director shall be by vote of the Members, each Member having one vote for each vacancy in the Member Directors on the Board.

28 Appointment/Re-Appointment: Co-Opted Directors

28.1 In addition to their powers, the directors may at any time appoint any non-member of the Company (providing he/she is willing to act) to be a director (a “Co-opted Director”) on the on the basis that he/she has specialist experience and/or skills which could be of assistance to the directors.

28.2 At each annual general meeting, all of the Co-opted Directors shall retire from office – but shall then be eligible for re-appointment.

28.3 A Co-opted Director can be removed from office at any time by a simple majority of the Board;

29 For the avoidance of doubt, except for election of office bearers, a Co-opted Director may participate but not vote at all Board meetings which he or she attends.
29.1 .

30 Termination of appointment

30.1 A person ceases to be a Director as soon as:

30.1.1 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;

30.1.2 He/she becomes debarred under any statutory provision from being a charity trustee (within the meaning of section 106 of the Charities and Trustee Investment (Scotland) Act 2005);

30.1.3 He/she becomes incapable for medical reasons of fulfilling the duties of office and such incapacity is expected to continue for a period of more than six months;

30.1.4 He/she ceases to be a member (Member-Directors);

30.1.5 He/she becomes an employee of the Company;

30.1.6 He/she resigns office by notice to the Company;

30.1.7 He/she is absent (without permission of the directors) from more than three consecutive meetings of the directors, and the directors resolve to remove them from office;

30.1.8 He/she is in breach of the Company’s Code of Conduct;

30.1.9 He/she has been convicted of fraud or other crime involving dishonesty or misappropriation of funds;

30.1.10 His/her conduct or behaviour negatively impacts on the Company and damages its reputation;

30.1.11 He/she is sequestrated or subject to bankruptcy or insolvency proceedings as an individual or as a Company director;

30.1.12 He/she is removed from office by ordinary resolution (special notice having been given) in pursuance of section 168 of the Act.

31 Office bearers

31.1 The Board shall meet as soon as practicable immediately after each AGM (or after a resignation of the Chairperson or Vice-Chairperson) meet to appoint a Chairperson, and if desired a Vice-Chairperson, from the Directors (both of whom must be Members).

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

31.3 The officers of the Company shall be voted into office by the Members these offices to be Chair, Vice-Chair, Secretary and Treasurer.

32 Powers of Directors

32.1 Subject to the Act and the Articles, the Directors are responsible for the management of the Company and its assets and undertaking, for which purpose they may exercise all the powers of the Company.

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

33 Directors may delegate

33.1 The Directors may delegate any of their powers for the implementation of their decisions or day to day management of the affairs of the Company to such person or sub-committee as they see fit. Such powers may be made subject to such terms and conditions as the Directors may impose.

33.2 The Directors may revoke any delegation in whole or part, or alter its terms and conditions.

34 Conflicts of interest

34.1 Whenever a Director finds themselves in a situation where a personal interest is reasonably likely to give rise to a Conflict of Interest, he/she must declare her interest to the Directors.

34.2 For the purposes of the preceding Article, a Director shall be deemed to have a personal interest in a Company matter if any partner or close relative of theirs 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 her for the purposes of the Act), has an interest in that matter.

34.3 If any question arises as to whether a Director has a Conflict of Interest, the question shall be decided by a majority decision of the other Directors.

34.4 Whenever a matter is to be discussed at a meeting or decided and a Director has a Conflict of Interest in respect of that matter then, unless the Directors decide otherwise, he/she must:

34.4.1 remain only for such part of the meeting as in the view of the other Directors is necessary to inform the debate;

34.4.2 not be counted in the quorum for that part of the meeting; and

34.4.3 withdraw during the vote and have no vote on the matter.

34.5 A director shall not vote at a directors’ meeting (or at a meeting of a sub-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.

34.6 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.

34.7 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 their duties as a director.

34.8 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.

35 Register of Directors’ interests

35.1 The Directors shall keep a register of Directors’ interests.

36 Procedure at Directors’ meetings

36.1 Any Director may call a meeting or request the Secretary (if any) to call a Directors’ meeting.

36.2 Notice of the meeting shall be given to all Directors with reasonable notice, normally a minimum of seven days.

36.3 Questions arising at a Directors’ meeting shall be decided by a majority of votes.

36.4 In all proceedings of Directors each Director must not have more than one vote and in case of an equality of votes, the chair shall have a casting vote.

36.5 The quorum for Board meetings shall be not less than four elected Directors, provided that the Member Directors are always in the majority at any Board meeting. No business shall be dealt with at a Board meeting unless such a quorum is present.

36.6 The quorum shall not be deemed to be constituted at any meeting of directors unless the Member Directors form a majority of the total number of directors present at the meeting.

36.7 If at any time the number of Directors 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.

36.8 The Chairperson, whom failing the Vice-Chairperson (if any), shall be entitled to preside as Chairperson of all Board meetings at which he or she is present. If at any meeting neither the Chairperson nor the Vice-Chairperson is present and willing to act as Chairperson of the meeting within 15 minutes after the time appointed for holding the meeting, the remaining Directors may appoint one of the Member Directors to be Chairperson of the Board meeting, which failing the meeting shall be adjourned until a time and date when the Chairperson or Vice-Chairperson will be available.

36.9 The Directors may, at their discretion, allow any person who they reasonably consider appropriate to attend and speak at any meeting of the Directors.

36.10 For the avoidance of doubt, any such person who is invited to attend a Directors’ meeting shall not be entitled to vote.

37 Conduct of directors

37.1 Each of the directors shall, in exercising their functions as a director of the Company, act in the interests of the Company; and, in particular, must:
37.1.1 seek, in good faith, to ensure that the Company acts in a manner which is in accordance with its objects.
37.1.2 act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person.
37.1.3 in circumstances giving rise to the possibility of a conflict of interest between the Company and any other party:
37.1.3.1 put the interests of the Company before that of the other party, in taking decisions as a director
37.1.3.2 where any other duty prevents them 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
37.1.4 ensure that the Company complies with any direction, requirement, notice or duty imposed on it by the Charities and Trustee Investment (Scotland) Act 2005.

ADMINISTRATIVE, ACCOUNTING AND INDEMNITY
38 Minutes

38.1 The Board shall cause minutes to be made of all appointments of officers made by it and of the proceedings of all General Meetings and of all Board meetings and of sub-committees, including the names of those present, and all business transacted at such meetings and any such minutes of any meeting, if purporting to be signed after approval, either by the Chairperson of such meeting, or by the Chairperson of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.

38.2 Subject to Article 38.1, the Company, upon request of any person for a copy of any minutes must, if the request is reasonable, give the person within 28 days of the request a copy of the requested minutes

38.3 Where such a request is received under Article 38.2 the Company: article 34.2 does not exist. Could you clarify?

38.3.1 may withhold information contained in the minutes, and

38.3.2 if it does so, must inform the person requesting a copy of the minutes of its reason for doing so.

Do we need to add an article about data protection and confidential/non confidential minutes?

39 Irregularities

39.1 The proceedings at any meeting or on the taking of any poll or the passing of a written resolution or the making of any decision shall not be invalidated by reason of any accidental informality or irregularity (including any accidental omission to give or any non-receipt of notice) or any want of qualification in any of the persons present or voting or by reason of any business being considered which is not referred to in the notice unless a provision of the Companies Acts specifies that such informality, irregularity or want of qualification shall invalidate it.

40 Register of Members and People with Significant Control

40.1 The Directors shall maintain registers of:

40.1.1 All members – setting out the full name and address of each member, the date on which he/she or it was admitted to membership, the sub-category of membership, subscription payable and the date on which any person or organisation ceased to be a member;

40.1.2 All directors – setting out the full names including middle and former names, a service address, a residential or home address including country of residence, nationality, date of birth and business occupation;

40.1.3 People with Significant Control (the PSC Register) – setting out for each person the name, service address, usual country/state of residence, nationality, date of birth, usual residential address, date on which the individual became registrable and the nature of control.
Can we omit 39.1.3 as it does not seem to have any relevance? If not can you clarify why it is required?

41 Finance

41.1 The banking account or accounts of the Company shall be kept in such bank or building society and/or banks or building societies as the Board shall from time to time by resolution determine.

41.2 All cheques and other negotiable instruments, and all receipts for monies paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine.

41.3 The Board shall manage all funds and assets of the Company and are applied towards achieving the Purposes of the Company

42 Accounting and annual reports

42.1 The Board shall cause accounting records to be kept for the Company in accordance with the requirements of the Act and other relevant regulations.

42.2 The accounting records shall be maintained by the treasurer and overseen by the chair, or otherwise by, or as determined by, the directors; such records shall be kept at such place or places as the directors think fit and shall always be available for inspection by the directors.
42.3 The Board shall ensure that an audit of the accounts is carried out by an auditor, an audit (within the meaning of the Act) shall not be required in a case where the Company is exempt (under the Act)
42.4 At each AGM, the Board shall provide the members with a copy of the accounts for the period since the last preceding accounting reference date (or, in the case of the first account, since the incorporation of the Company). The accounts shall be accompanied by proper reports of the Board. Copies of such accounts shall, not less than seven 21 clear days before the date of the General Meeting, be delivered or sent to all members, Directors, the Company Secretary and the auditor, or otherwise be available for inspection on the website of the Company (with all members, Directors, the Company Secretary and the auditor being made aware that they are so available for inspection there).
Are we required to have an annual audit?

43 Alteration to the articles

43.1 Any alteration to these Articles should comply with the following conditions:

43.1.1 upon the decision of not less than 75% of the Members present and voting at a General Meeting called specifically for that purpose.

43.1.2 any changes to the purposes are subject to written consent being obtained from the Office of the Scottish Charity Regulator (and its successors) in terms of Section 16 of The Charities and Trustee Investment (Scotland) Act 2005

43.1.3 notify the Office of the Scottish Charity Regulator (and its successors) of any other changes to the Articles not covered (i.e. not related to purposes) in terms of Section 17 of The Charities and Trustee Investment (Scotland) Act 2005.

44 Indemnity

44.1 Every Director or other officer or auditor of the Company shall be indemnified (to the extent permitted by sections 232, 234, 235, 532 and 533 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 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 them in defending any proceedings (whether civil or criminal) in which judgement is given in their favour or in which he/she is acquitted or any liability in connection with an application in which relief is granted to them by the court from liability for negligence, default or breach of trust in relation to the affairs of the Company.

44.2 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 office, and such insurance may extend to liabilities of the nature referred to in section 232(2) of the Act (negligence etc. of a director).

44.3 The Company shall be entitled (subject to the provisions of section 68A of the Charities and Trustee Investment (Scotland) Act 2005) 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 office, and such insurance may (subject to the provisions of section 68A) extend to liabilities of the nature referred to in section 232(2) of the Act (negligence etc. of a director).

Could you please clarify liability, ie if directors take action which knowingly cost money will they be liable beyond £1?