Constitution

CONSTITUTION

OF

TOG HACKERSPACE DESIGNATED ACTIVITY COMPANY

MEMORANDUM OF ASSOCIATION

  1. The name of the company is: TOG HACKERSPACE DESIGNATED ACTIVITY COMPANY.

  2. The company is a designated activity company limited by guarantee, that is to say a private company limited by guarantee registered under Part 16 of the Companies Act 2014.

  3. The objects for which the company is established are the promotion of innovation in science, technology, modern culture, and creative arts and the doing of all such other things as are incidental or conductive to the attainment of the above objective.

  4. The liability of the members is limited.

  5. Every member of the company undertakes to contribute to the assets of the company, if the company is wound up while they are a member or is wound up within one year after the date on which they cease to be a member, for:-

  1. the payment of the debts and liabilities of the company contracted before they ceases to be a member, and the costs, charges and expenses of winding up; and

  1. the adjustment of the rights of contributories among themselves,

  1. such amount as may be required, not exceeding €100 (One Hundred Euros).

  2. The share capital of the company is €300, divided into 300 shares of €1 each.

ARTICLES OF ASSOCIATION

INTERPRETATION

1. In these articles, unless the context requires otherwise:-

“articles” means these Articles of Associations

“associated member” has the meaning given in the article entitled ‘associated member status’ and is not defined as, or held in the same regard as, “member” defined by section 1 of the Companies Acts, nor is the term “associated member” to be read as incorporating, or having assumed, or being defined by reference to the term “member”.

For the avoidance of doubt, the term “associated member” does not include:-

  1. reference to the term “member”, and

  2. or bestow rights and or privileges afforded under the Companies Acts 2014.

“bankruptcy” includes individual insolvency proceedings in the Republic of Ireland or in a jurisdiction other than Ireland which has an effect similar to that of bankruptcy or insolvency proceedings

“the board” refers to the board of directors of the company.

“community” means members and or associated members of the company and invitees and or persons permitted to be on company property, including but not limited to invited members of the public and or third parties.

“Companies Act” means the Companies Act 2014 (as amended) in so far as they apply to the company.

“director” means any person occupying the position of director by whatever name called.

“document” includes, unless otherwise specified, any document created, sent, received and or supplied in physical and or electronic form.

“member” has the meaning given under the Companies Act.

“ordinary resolution” has the meaning given under section 191 of the Companies Act 2014.

“objects” means the purposes for which the company is established.

“special resolution” has the meaning given under section 191 of the Companies Act 2014.

“subsidiary” has the meaning given in sections 7 to 8 of the Companies Act 2014.

“writing” means the representation and or reproduction of words and or symbols and or other information in a visible form by any method and or combination of methods, whether created, sent, received and or supplied in, including but not limited to, physical and or electronic form.

2. Unless indicated to the contrary, or the context requires otherwise, other words and or expressions contained within these articles bear the same meaning as in the Companies Act.

3. Any reference to the plural includes reference to the singular unless otherwise indicated to the contrary.

OBJECTS

4. Tog Hackerspace Designated Activity Company is a not-for-profit company established for the purposes the promotion of innovation in science, technology, modern culture, and creative arts.

5. In furtherance of the objects, the company shall:-

  1. do all such other things as are incidental or conductive to the attainment of the above objective.

  2. provide shared physical workspace(s) and resources where the community can work collectively and or individually on projects.

  3. create safe, inviting and friendly environments where the community can meet and socialise together.

  4. foster the idea of knowledge sharing and continued education within the community and or the general public as a whole.

  5. promote and support the use and development of open technologies, standards and ideas by the community, the general public, and other bodies with similar objectives.

  6. foster relations and work with other third parties with similar objectives to that of the company

LIABILITY OF MEMBERS

6. As per the Memorandum of Association:-

  1. The liability of the members is limited.

  2. Every member of the company undertakes to contribute to the assets of the company, if the company is wound up while they are a member or is wound up within one year after the date on which they cease to be a member, for:-

    1. the payment of the debts and liabilities of the company contracted before they ceases to be a member, and the costs, charges and expenses of winding up; and

    1. the adjustment of the rights of contributories among themselves,

    1. such amount as may be required, not exceeding €100 (One Hundred Euros).

  6. The share capital of the company is €300, divided into 300 shares of €1 each.

POWERS OF THE COMPANY

7. In support of the objects, the company shall have the power to do all things incidental and or conductive to the attainment of all or any of the objects.

8. In particular, but without limitation, the company shall have the following powers:

  1. To pay out of company’s funds the costs incurred in forming the company.

  2. The pay out of the company’s funds premiums on insurance policies to cover the liability of the members of the board (“directors indemnity insurance”) which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the company provided that any such insurance or indemnity shall not extend to any claim arising from criminal neglect or deliberate default on their part.

  3. To invest and deal with the moneys of the company not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with any investments made, provided that the company shall not have power to invest in any organisation which is a member or associated member of the company at the time the investment is made.

  4. To set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or non-contributory) for the benefit of any of the employees of the company or of any subsidiary, holding or fellow subsidiary of the company and of their spouse, former spouse, partner, children and or other relatives and dependants and to lend money to any such employees or to trustees on their behalf to enable any such schemes to be established or maintained.

9. The income and capital of the company shall be applied solely towards the promotions of the objects of the company, and no part of the income or capital shall be paid or transferred, directly or indirectly, to any member or associated member of the company, whether by way of dividend or bonus or otherwise in the form of profit, except for the purposes of

  1. A reasonable rate of interest on money lent to the company;

  2. Reasonable rent for property let to the company

  3. Expenses to members of the board;

  4. Expenses to members and or associated members of the company for expenses authorised by the board;

  5. Insurance pursuant to the section in these articles entitled ‘Insurance’;

  6. Monies used for any charitable purposes subject to the passing of a resolution to that effect in accordance with these articles.

WINDING UP

10. If on the winding up or dissolution of the company there remains any surplus property after satisfaction of the company’s debts and liabilities, the surplus shall not be paid to the members of the company and or associated members of the company, but shall be either:-

  1. Given or transferred to some other institution or institutions having objects similar to the objects of the company.

  2. If no such payment is possible, any surplus shall be applied to a charity object.

11. In each case, the recipient body or bodies shall be chosen by the members and associated members at the date of winding up or dissolution.

MEMBERSHIP AND ASSOCIATED MEMBERSHIP

Associate member status

12. In addition to its members, the company recognises and admits natural persons to the status of “associated member”

13. An associated member is not a member of the company but has the rights and obligations set out in these articles.

14. A condition of associated membership is that the associate member accepts these articles create a contractual relationship between the associated member and the company.

Applications for membership and associated membership

15. No natural person(s) shall become a member or associated member of the company unless they

  1. Have completed an application form approved by the directors;

  2. Have paid the appropriate fee;

  3. Have not previously been expelled from the company;

  4. Are not appealing a resolution to expel by the board, and;

  5. Their membership account (if appropriate) is not in arrears.

The board may, at their discretion, waive conditions (c), (d) and (e).

16. The board may set any fee, any process used, including but not limited to documentation, information required, and or any probationary period required in order for a person to apply for membership.

17. The board may set the fee, and the process used, including but not limited to documentation, and or information required, in order for a natural person to apply for associate membership.

18. The board may reject an application for membership or associated membership within one calendar month of receipt of the appropriate fee in cleared funds.

19. If the board do not reject an application for membership and or associated membership, or positively resolve to approve the application within the required time limited, then the person applying shall become a member or associated member, as the case may be, at that point in time.

20. The board shall create a procedure within which members and associated members may object to a natural person applying to become a member or an associated member of the company.

21. Any reasonable objection(s) to a proposed member and or associated member of the company may be grounds for refusal of membership or associated membership.

22. The board have the power to determine whether any objection is reasonable and a ground for refusal of membership or associated membership.

23. Membership is non-transferrable.

24. Associated membership is non-transferrable.

TERMINATION

25. A person shall cease to be a member or an associated member, as the case may be, if

  1. they die;

  2. they withdraw their membership, or associated membership, by giving the company one calendar month’s notice.

  3. their membership, or associated membership, account is more than three months in arrears;

  4. the board resolves to expel them, subject to an appeal, if any, pursuant to these articles.

26. Upon termination of membership or associated membership for whatever reason, any company property must be immediately returned to the company. Failure to do so renders the terminated member or associated member liable to the company for the cost of replacement of company property and any reasonable associated costs.

27. A person shall not cease to be a member of the company if they are the last remaining member.

EXPULSION

28. The board may resolve to expel a person as member or associated member if, in the board’s reasonable opinion, that person’s conduct interferes or is likely to interfere with the company achieving one or more of its objects.

29. A resolution to expel a member or associated member shall be served on the person facing expulsion, if it is reasonably practical to do so, giving reasons for the expulsion.

30. If the board is to expel a member or associated member, the board must give the member or associated member fourteen days notice of expulsion.

31. Any conduct by a member and or associated member that interferes, or may interfere, with the health, safety and wellbeing of any member or associated member and or the public at large and or any guest of the company and or person authorised to be on company property and or use company facilities, may constitute grounds for expulsion.

32. Any conduct by a member and or associated member that interferes, or may interfere, with the health, safety and wellbeing of any member or associated member and or the public at large and or any guest of the company and or person authorised to be on company property and or use company facilities, that may constitute grounds for expulsion, may warrant, at the board’s discretion, or any director’s discretion, immediate removal of that member or associated member from the company’s premises and or a barring from participation in any company activity that shall remain in force until the next board meeting at which the board

  1. will pass a resolution to expel the member or associated member and the barring of participation in company activities and or use of the company premises continue, or,

  2. does not pass a resolution to expel the member or associated member and the member or associated member is reinstated to the full rights and privileges afforded to a member or associated member.

APPEALS FROM EXPULSION

33. If the board resolves to expel a member or associated member, the person expelled, hereby referred to as “the appellant”, may lodge an appeal to a general meeting.

34. An appeal to a general meeting must

  1. be served on the company within 14 days of the appellant receiving notification from the board of its resolution to expel the appellant;

  2. explain why the appellant should not be expelled;

  3. give an address, either physical or electronic, to which the company should direct any correspondence.

35. A failure to comply with the provisions of these articles results in the loss of a right to appeal.

36. The appellant, if having complied with the provisions of these articles, will remain a member or associated member, until the next general meeting at which the appeal will be an item of business on the agenda of that general meeting and

  1. if the appeal is not upheld then the appellant will cease to be a member or associated member, or,

  2. if the appeal is upheld, the expulsion shall have no effect.

FEES

37. The board shall set a scale of fees for members and associated members and the periods for which those fees apply.

38. The fees the board shall set may vary, depending on circumstances, including but not limited to the setting of different fees dependant on the circumstances of individual members and or associated members.

39. Any change to the scale of fees shall not take effect until it is approved by a general meeting with the exception being any scale of fees which apply on the adoption of these articles that shall continue to apply until a new scale of fees is adopted by the company.

40. A person’s membership account, or associated membership account represents any sums owned by that person, or held to their credit in cases of overpayment, for any period of membership or associated membership of that person however long in the past.

REGISTER OF ASSOCIATE MEMBERSHIP

41. In addition to its obligation to maintain a register of members in accordance with section 169 of the Companies Acts 2014, the board shall maintain a register of associated members.

42. Any member of the board may inspect the register of associate members at any time.

43. If any member or associate member requests an electronic copy of the register of associated members the board shall supply such a copy within a reasonable time, provided that:

  1. The person requesting a copy agrees to such reasonable conditions imposed by the board from time to time on the use that may be made of the register of associate members;

  2. The board is satisfied that the register of associate members will not be supplied to any person who is not a member, associate member or an employee of the company;

  3. All relevant privacy and data protection laws are complied with.

44. For the avoidance of doubt, the register of associated members is not a public document and is to be treated as confidential.

COMPANY OFFICIALS

Directors’ general authority

45. Subject to these articles and to the applicable provision 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.

Election of Directors

46. If a general meeting is held more than one calendar year after the date on which the last election of the board was held, an election of the board must be held at that general meeting.

47. An election of the board may be held at any general meeting if notice that an election will be held is given by the board in the notice of meeting.

48. At any general meeting where there is to be an election of the board, one third of the board for the time being, or if their number is not a multiple of three then the number nearest to one third (after rounding up) shall retire.

49. The members of the board to retire shall be those who have been longest in office since their last election or appointment. For members of equal seniority, the members to retire shall in the absence of agreement be selected from among them by lot. The length of time a member has been in office shall be computed from their last election or appointment.

50. A retiring member of the board shall be eligible for re-election.

51. The number of directors to be elected to the board after the election is not less than 3 and no more than 7 directors.

52. Elections to the board shall be held by single transferable vote. The exact form of single transferable vote and the manner within which an election conducted via single transferable vote shall be determined by the board as appropriate.

Chief Executive Officer

53. The directors may nominate and vote for and decide upon a chief executive officer who will act as the figurehead of the company. For the avoidance of doubt, the chief executive officer does not have the power to veto or overturn any act done in accordance with these articles.

54. The chief executive officer is included in the term ‘director’, ‘directors’, ‘board’ or ‘company official(s)’.

Directors may delegate

55. Subject to the articles, the board may delegate any of the powers which are conferred on them under the articles:

  1. to such person or committee;

  2. by such means, including but not limited to power of attorney;

  3. to such an extent;

  4. in relation to such matters or territories; and

  5. on such terms and conditions;

56. If the board so specifies, any such delegation may authorise further delegation of directors’ powers by any person to whom they are delegated.

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

Committees

58. Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on provisions of these articles which govern the taking of decisions by directors.

59. 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 accordingly.

Board decisions

60. Any decision of the board directors must be taken as a majority decision at a meeting, or as a directors’ written resolution, or a unanimous decision taken in accordance with these articles.

61. Each director participating in a board meeting has one vote.

62. Any bona fide act or acts done by any meeting of the board, or any committee, of by any director acting as a member of the board, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such person, or that they were disqualified, be as valid as if they had been duly appointed or had duly continued in office and was qualified to be a member of the board.

Directors’ written resolutions

63. Any director may propose a directors’ resolution by giving notice in writing of the proposed resolution to each of the other directors and company sectary.

64. The company secretary must propose a directors’ written resolution if a director so requests by giving notice in writing to each of the other directors.

65. Notice of the proposed directors’ written resolution must indicate

  1. The proposed resolution; and

  2. The time by which it is proposed that the directors should adopt it.

66. A proposed directors’ written resolution is adopted when a majority of directors have signed one or more copies of it, provided that those directors would have formed a quorum at a board meeting were the resolution proposed at such a meeting.

Unanimous decisions

67. A decision of the directors is taken when all directors indicate to each other, by any means, that they share a common view on a matter.

68. Once a directors’ unanimous decision is taken in accordance with this Article it must be treated as if it had been a decision taken at a directors’ meeting in accordance with the Articles.

Directors’ meetings

69. Any director may call a directors’ meeting by giving notice of the meeting to each of the directors that includes:

  1. The proposed date, time and place of the meeting, and

  2. 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.

70. Notice of directors’ meeting must be given to each director but need not be in writing.

71. The directors may appoint a director to chair their meeting.

72. If a number of votes for and against a proposal at a meeting of directors is equal, the chairperson has the casting vote.

73. A quorum of directors shall not be less than two directors and, unless otherwise fixed, is two

Reserve power

74. The members and associated members may, by special resolution, direct the directors to take, or refrain from taking, specified action.

75. No such special resolution invalidates anything which the directors have done before the passing of the special resolution.

Directors’ conflict of interest

76. For the purposes of this article, a conflict of interest includes a conflict of interest and or duty and or a conflict of duties and or interest including direct and or indirect interests.

77. The directors may authorise any matter proposed to them by any directors which would, if not authorised, involve a director breeching their duty under Part 5, Chapter 4 of the Companies Act to avoid conflicts of interest (hereby referred to as a conflict).

78. Any director seeking authorisation in respect of a conflict shall declare to the other directors the nature and extent of their interest in a conflict as soon as reasonably practicable and shall provide details of the relevant matters as are necessary for the other directors to decide how to address the conflict, together with such other information as may be reasonably requested by the other directors.

79. Any authorisation under this article will be effective only if:

  1. The matter in question shall have been proposed by any directors for consideration at a meeting of directors in the same way that any other matter may be proposed under these articles.

  2. Any requirement as to the quorum is met without counting the director in question and or any other conflicted director(s); and

  3. The matter was agreed to without the director and any other conflicted director(s) voting or would have been agreed to if their votes had not been counted.

80. Subject to the applicable provisions for the time being of the Companies Act, and provided that any conflicted director has disclosed to all other directors the nature and extent of any interest of theirs in accordance with the Companies Act, as director notwithstanding their office:

  1. May be part to, or otherwise interested in, any contract, transaction or arrangement with the company or in which the company is otherwise interested;

  2. May act by themselves, or by their firm, in a professional capacity for the company (other than as auditor) and they, or their firm, shall be entitled to remuneration for professional services as if they were not a director;

  3. May be a director or other officer, or employed by, or a party to any contract, transaction or arrangement with, or otherwise interested in, any body corporate promoted by the company or in which the company is otherwise interested; and

  4. Shall not, by reason of their office, be accountable to the company for any benefit they, or anyone connected with them, as defined under section 220 of the Companies Act, derives from any such office or employment of from any such contract, transaction or arrangement or from any interest in any such body corporate and no such contract, transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit, nor shall the receipt of any such remuneration or benefit constitute a breach of their duty under the Companies Act.

81. If, under this article, a question arises as to the right of any director to participate in a meeting, or part of a 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 final and conclusive.

82. If, under this article, a question arises as to the right of the chairperson to participate in a meeting, or part of a meeting, for voting or quorum purposes, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairperson is not to be counted as participating in the meeting, or that part of the meeting, for voting or quorum purposes.

Appointment of directors

83. Only a member or associated member who is willing to act as a director, and is permitted by law to do so, may be appointed to be director by ordinary resolution.

84. The board or directors, acting collectively or on an individual basis, do not have the power to appoint an alternative director or directors.

85. A director’s term of directorship is three years pursuant to the provisions of these articles.

Termination of directorship

86. A natural person ceases to be a director in the event of

  1. Any provision of the Companies Act;

  2. Any prohibition of directorship under law;

  3. A bankruptcy order made against that person;

  4. A composition is made with that person’s creditors in general satisfaction of that person’s debts, upon which the board may resolve that their office be vacated without the need for a general meeting;

  5. A registered medical practitioner gives a written opinion to the company stating that the person has become physically and or mentally incapable of acting as a director and may remain so for more than three months;

  6. By reason of a court order, based on that person’s mental health, that wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;

  7. Notification is received by the company from a director that the director in question is resigning from office, and such resignation takes effect in accordance with the terms of the resignation;

  8. Following the passing of a resolution proposed by members and or associated members and or any directors, at a general meeting pursuant to the articles relating to general meetings, or

  9. the term of directorship, of three years, has expired but this does not prevent them from applying to be re-elected as a director.

87. If a director ceases to be a member or associated member of the company then their resignation is effective immediately from the moment of cessation of membership or associate membership.

Remuneration

88. Directors and or company officials and or company secretary are not entitled to remuneration for their services to the company as directors or company officials and or company secretary.

Expenses

89. The company may pay reasonable expenses which the directors and or company officials, including but not limited to company secretary, properly incur in connection with their attendance at

  1. meetings of directors or committees of directors, and or

  2. general meetings,

or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.

Company secretary

90. Subject to the provisions of the Companies Act, the secretary shall be appointed by the board for such time and upon such conditions that the board may think fit.

91. Any secretary appointed pursuant to these articles may be removed by the board at any time.

92. The board may, by way of resolution, appoint an assistant or deputy secretary to assist the secretary in their duties, or the company in adherence of secretary’s duties under the Companies Act.

93. Any person so appointed pursuant to these articles to act as assistant or deputy secretary may act in place of the secretary if there be no secretary or no secretary capable and or willing of acting.

GENERAL MEETINGS

Notice of Meetings

94. Notice of meetings will be given in accordance with the provisions of section 181 of the Companies Act, to wit

  1. the annual general meeting or an extraordinary general meeting for the passing of a special resolution not less than 21 days’ notice, or

  2. in the case of any other extraordinary general meeting, by not less than 7 days’ notice.

95. Where members are required by law to be given notice of a general meeting, the company shall also give notice to associate members and shall do so in the same manner it does to members.

96. The notice shall contain at a minimum:

  1. the place, date and time of them meeting;

  2. the general nature of the business to be transacted at the meeting;

  3. in the case of a proposed special resolution, the text or substance of that proposed special resolution;

  4. the right of the recipient member or associated member to vote; and

  5. the eligibility and process for a proxy to vote on behalf of that member.

Facilitation of meetings

97. A member or associated member is able to exercise the right to speak at general meeting when that member or associated member is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that member or associated member has on the business of the meeting.

98. A member or associated member is able to exercise their right to vote at a meeting when

  1. that member or associated member is able to vote, during the meeting, on resolutions put to vote at the meeting; and

  2. that member’s or associated member’s vote can be taken into account in determining whether such resolutions are passed at the same time as the votes of all the other members or associated members attending the meeting.

99. The directors may make whatever arrangements they deem fit in order to enable those attending a meeting to exercise their rights to speak and or vote at it.

100. In determining attendance at a general meeting, it is immaterial whether any two or more members and or associate members attending the meeting are in the same place as each other.

101. Two or more members and or associated members 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 or vote at that meeting, they are, or would be, able to exercise them.

102. In the interests of the company, directors may invite guests and non-members to attend at a general meeting. For the avoidance of doubt, such guests and non-members do not have a vote in any business, save for those authorised to vote by proxy.

103. Guests and or non-members of the company are not entitled to speak at a general meeting, unless

  1. authorised by the chairperson, or

  2. are acting as proxy for a member or associated member

Quorum

104. No business shall be transacted at any meeting unless a quorum is present save for the appointment of a chairperson, should one not exist, and the adjournment of the meeting until such time as a quorum is present.

105. A quorum for general meetings shall be the lesser of:

  1. 5 members and or associated members, or

  2. One tenth, rounded up, of the total members and associated membership of the company.

Chairperson at general meetings

106. The directors may appoint a chairperson who shall chair general meetings if present and willing to do so.

107. If the directors have not appointed a chairperson, or the chairperson so appointed is unable or unwilling to chair the meeting, including but not limited to not being present within thirty minutes of the scheduled start of the meeting, then the directors present must appoint a director or member or associated member to chair the meeting and the appointment of a chairperson of the meeting must be the first business of the meeting.

Adjournment

108. If, within thirty minutes of the time at which the meeting was due to start, person attending do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairperson must adjourn the meeting.

109. Without prejudice to the previous article, the chairman may adjourn a meeting at which a quorum is present if

  1. the majority present at the meeting consents to an adjournment, following it being put to a vote, or

  2. it appears to the chairperson of the meeting that an adjournment is necessary to protect the health, safety and or wellbeing of any person attending the meeting, or to ensure that the business of the meeting is conducted in an orderly manner.

110. When adjourning a meeting the chairperson must

  1. specify the time, date and place to which it is adjourned that is agreed by the directors, and

  2. have regard to any directions as to the time, place and location of any adjournment which have been given by the members and associated members present.

111. If the continuation of an adjournment of a meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 days notice, excluding the day of the adjourned meeting and the day upon which notice is given, to the members and associated members entitled to attend the meeting, and containing the same information as required in any notice of such an appropriate meeting.

112. No business may be transacted at an adjourned meeting which could not have properly been transacted at the meeting if the adjournment has not taken place pursuant to these articles.

Voting

113. A resolution put to the vote of a meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.

114. Every member or associated member shall have one vote.

115. No member or associated member shall vote at any general meeting, either in person or by proxy, unless all monies presently payable to the company have been paid.

116. Unless a poll is duly demanded, a declaration by the chairperson that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favour for or against the resolution.

Disputes

117. No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.

118. Any such objection must be referred to the chairperson of the meeting whose decision is final.

Poll votes

119. A poll on a resolution may be demanded

  1. in advance of the general meeting where it is to be put to the vote,

  2. at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.

120. A poll may be demanded by

  1. the chairperson of the meeting;

  2. any or all directors;

  3. two or more members or associated members having the right to vote on the resolution; or

  4. members or associated members representing not less than one tenth of the total voting rights of all those having the right to vote on the resolution.

121. A demand for a poll may be withdrawn if

  1. the poll has not yet been taken, and

  2. the chairperson of the meeting consents to the withdrawal

122. Notice of a poll for the purposes of a resolution does not need to be notified to members or associated members.

123. The result of the poll shall be deemed to be the result of resolution in question and shall be recorded as such in the official minutes of the meeting.

Proxy

124. Subject to the provisions of these articles and in accordance with the Companies Act, a member or associated member is entitled to appoint a natural person, and not a corporate entity, as their proxy to exercise all or any of their rights to attend and to speak and to vote at a general meeting.

125. Proxies may be appointed by a notice in writing (a proxy notice) which:

  1. states the name and address of the member or associated member appointing the proxy;

  2. identifies the person appointed to be that member’s or associated member’s proxy and the general meeting in relation to which that person is appointed;

  3. is signed by or on behalf of the member or associated member appointing the proxy, and or is authenticated in such manner as the directors may determine; and

  4. is delivered to the company in accordance with any instructions contained in the notice of the general meeting, or adjourned meeting, as the case may be, to which they related and received by the company.

126. The company may require proxy notices to be delivered in a particular form and may specify different forms for different purposes.

127. Proxy notices may specify how the proxy appointed under them is to vote, or abstain from voting, as the case may be, on one or more resolutions and the proxy is obliged to vote or abstain in accordance with their specified instructions.

128. The company is not obliged to check whether a proxy votes or abstains from voting as they have been instructed and shall incur no liability for failing to do so.

129. Failure by a proxy to vote or abstain as instructed to do so shall not invalidate proceedings, or any passing or failure of a resolution, at that meeting.

130. Unless a proxy notice indicates otherwise, it must be treated as

  1. allowing the person under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and

  2. appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

Revocation of proxy notice

131. An appointment made under a proxy notice may be revoked by delivering to the company a notice in writing given by or on behalf of the member or associated member by whom, or on whose, behalf the proxy notice was given.

132. A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.

Amendments to resolutions

133. An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if

  1. notice of the proposed amendment is given to the company in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place, or such later time as is communicated to members and associated members in the notice of the meeting, and

  2. the proposed amendment does not, in the reasonable opinion of the chairperson of the meeting, materially alter the scope of the resolution.

134. A special resolution to be proposed as a general meeting may be amended by ordinary resolution if

  1. the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and

  2. the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.

135. If the chairperson, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairperson’s error does not invalidate the vote on that resolution.

Written resolutions

136. A resolution of the members may be passed as a written resolution in accordance with Part 4, Chapter 6 of the Companies Act.

Company seals

137. Any common seal may only be used with the authority of the directors.

138. The directors may decide if a common seal is to be used, if at all, and for what purposes in accordance with the Companies Act.

139. Unless authorised by the directors, if the company has a common seal and it is affixed to a document, the document must also be signed by

  1. at least two authorised persons, or

  2. at least one authorised person in the presence of a witness who attests to the signature of the sole authorised person.

140. For the purposes of this article, an authorised person is

  1. any director of the company,

  2. the company secretary, if any, or

  3. any person authorised by the directors for the purposes of signing documents to which the common seal is applied.

No right to inspect accounts and or other records

141. Except as provided by law or authorised by the directors or passed via an ordinary resolution of the company, no member or associated member is entitled to inspect any of the company’s accounting or other records or documents by virtue of being a member or associated member.

Insurance

142. The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any member, associated member or the public at large relating to any premises of the company, and or use of company facilities, and or of the provision of services, and or any activity pursuant to the objects of the company.

143. The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant officer in respect to any relevant loss.

144. In this article

  1. a relevant officer is any director or other officer, including company secretary, or former director or former company officer, including former company secretary, or other officer of the company or an associated company, including but not limited to any company which is a trustee of an occupational pension scheme. If the members so decide, may include any person engaged by the company, or associated company, as auditor, whether they are also a director or other officer, to the extent they act in their capacity as auditor.

  2. 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 employee’s share scheme of the company or associated company; and or

  3. companies are associated if one is a subsidiary for the other or both are subsidiaries of the same body corporate.