RCC - Membership

Terms and Conditions
							The Solicitors’ Law Stationery Society Ltd

INTRODUCTORY NOTE
    
This revised edition of the Memorandum and Articles of Association of a company limited by Guarantee and not having a share Capital has been introduced to take into account the amendments to the companies Act 1985 made by the Insolvency Act 1986 and the Companies Act 1989.

Sections 3 and 8(4) of the companies Act 1985 provide that the form of the Memorandum and Articles of the company Limited by Guarantee and not having a Share Capital shall be in accordance with table C prescribed by regulations made by the Secretary of state, or as near to that form as circumstances admit. The most recent form of Table C is to be found in the companies (Table A to F) Regulations 1985 (1985 S.I. No. 805). The accompanying Articles have been framed with this consideration in view, but as in the past, the particular circumstances affecting a given Company will frequently necessitate considerable departures from the form of articles in Table C.

 A large proportion of the companies formed as Companies Limited by Guarantee and not having a share Capital omit the word “Limited” as part of their name. The Company must, to have the exemption, comply with the requirements of section 30(3) of the companies Act 1985. Briefly, these requirements are as follows:-

1.	The object of the company must be the promotion of commerce, art, science, education, religion, charity or profession and anything incidental or conducive to any of these objects;

2.	The Memorandum or Articles of association must require that the companies profits , if any, or other income are applied in promoting its object;

3.	The Memorandum or Articles if Association must prohibit the payment of dividends to its members;
4.	The Memorandum or Articles of Association must require all the assets, which would otherwise be available to its members generally to be transferred on its winding up either to another body with object similar to its own, or to another body the objects of which are the promotion of charity and anything incidental or conducive thereto.
    
To obtain the benefit of the section a statutory declaration in the prescribed from must be made that the Company is one to which section 30 applies, (Oyez form numbers Companies G30 (5) (b)). Please refer to the provisions of the Companies Act 1985 and to the standard textbooks for further details.

By virtue of section 31 of the Companies Act 1985 a company exempted from the requirement to have the word “Limited” as part if of its name may not alter its Memorandum or Article of association so that it ceases to comply with the requirement of section 30(3) of the act.

 In the case of a company which does not require omission of the word “Limited” from it’s name or does not comply with section 30(3) of the companies Act 1985 clause 5 of the accompanying draft Memorandum will be, and the last clause of the articles may be, inappropriate, while other provisions can be modified, omitted or added to, to suit the circumstances. The form of Memorandum in Table C in the companies (Tables A to F) Regulations 1985 contains only clause relating to the name and registered office of the company.
L.G.K.

 
THE COMPANIES ACT 1985 AND 1989

COMPANY LIMITED BY GUARANTEE AND
NOT HAVING A SHARE CAPITAL

Memorandum of Association of:

1.	The name of the Company (hereinafter called “the Association”) is “RAVENSTHORPE COMMUNITY CENTRE”

2.	The registered office of the Association is to be situated in England and Wales.

3.	The objects for which the Association is established are.

a.	To promote the benefit of the inhabitants of Ravensthorpe, in Dewsbury, West Yorkshire, and the surrounding areas without distinction of sex. sexual orientation, race or of political, religious or other opinion, by association together they said inhabitants and the local authorities, voluntary and other organizations in a common effort to advance education and to provide facilities in the interests of social welfare for recreation and leisure- time occupation with the of improving the conditions of life for they inhabitants;

b.	Establish, or secure the establishment of, a community centre (hereinafter called “the centre”) and to maintain and manage the same (whether alone or in cooperation with any local authority or other persons or body) in furtherance of these objects;

c.	Promote such other such charitable purpose as may from time to time be determined;

In addition, the Association shall have the following powers exercisable in furtherance of its said objects but not otherwise, namely:-

a.	To purchase, take on lease or in exchange, hire or otherwise acquire real or personal property and rights or privileges, and to construct, maintain and alter buildings or erections.

b.	To sell, let mortgage, dispose of or turn to account all or any of the property or assets of the Association.

c.	To undertake and execute any charitable trusts which may lawfully be undertaken by the Association.

d.	To barrow or raise money on such terms and on such security as may be, thought fit.

e.	To invest the money of the Association not immediately require for its purpose in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided.

f.	To establish and support or aid in the establishment and support of any charitable associations or institutions and to subscribe or guarantee money for charitable purpose.

g.	To do all such other things as are incidental to the attainment of furtherance of the said objects or any of them.

Provided that:-

i.	In case the Association shall take or hold any property, which may be subject to any trusts, the Association shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.

ii.	The Association’s objects shall not extend to the regulation of relations between workers and employers or organizations of workers and organizations of employers.

iii.	In case the Association shall take or hold any property subject to the jurisdiction of the charity Commissioners for England and Wales,  the Association shall not sell, mortgage, charge or lease the same without such authority, approval or consent as may be required by law, and as regards any such property the council of Management or Governing body of the Association shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects and defaults, and for the due administration of such property in the same manner and to the same extend as they would as such Council of Management or Governing body have been if no incorporation had been effected, and the incorporation of the Association shall not diminish or impair any control o authority exercisable by the Chancery Division or the Chancery Commissioners over such Council of management or Governing body, but they shall as regards any such property be subject jointly and separately to such control or authority as if the Association were not incorporated.

4.  The income and property of the Association shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to member of the Association and no member of its Council of management or governing body shall be appointed to any office of the Association paid by salary or fees, or receive any remuneration or other benefit in money or money’s worth from the Association.

Provided that nothing herein shall prevent any payment in good faith by the Association:

a)	Of reasonable and proper remuneration to any member , officer or servant of the Association (not being a member of the Council of Management or Governing body) for any services rendered to the Association;

b)	Of interest at a rate not exceeding [6] percent. Per annum on money lent or reasonable and proper rent for premises demised or let by any member of the Association or of its Council of Management or governing body;

c)	To any member of its Council of Management or Governing body of out- of – pocket expense;

d)	To a company of which a member of the Association or of its Council of Management or Governing body may be a member holding not more than one-hundredth part of the capital of such company.

5. No addition, alteration or amendment shall be made to or in the provisions of the memorandum or Articles of Association for the time being in force, which would have the effect that the Association shall cease to be a company to which section 30 of the Companies Act 1985 applies.

6. The liability o the members are limited.

7.  Every member of the Association undertakes to contribute such amount as may require (not exceeding £1.00) to the assets of the Association if it should be wound up while he is a member or within one year after he cease to be a member, for payment of the Association’s debts and liabilities contracted before he 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.





 
The Companies Acts 1985 and 1989
COMPANY LIMITED BY GUARANTEE AND NOT
HAVING A SHARE CAPITAL
Articles of Association of:

GENERAL

1)	In these presents the words standing in the first column of the Table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context:

The Act:  The companies Act 1985 and every statutory modification and re – enactment thereof for the time being in force.

These Articles:  These Articles of Association, and the regulation of the Association from time to time in force.

The Association:   The above – named company.

The Council:   The Board of Directors for the time being of the Association.

The Office:   The registered office of the Association.

The United Kingdom: Great Britain and Northern Ireland.

Month:   Calendar month.

In writing:   Written, printed or lithographed, or partly one and partly another, and other modes of representing or producing words in a visible form.

PROCEEDINGS AT GENERAL MEETINGS.

•	All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all that is transacted at an Annual General Meeting shall also be deemed special, with the exception of the consideration of the income and expenditure account and balance sheet, and the reports of the Council and of the Auditors, the election of members of the Council in the place of those retiring, the Auditors.

•	No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided [two] members personally present shall be a quorum.

•	If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, or at such other place as the Council may determine.

•	The chairman (if any) of the Council shall preside as chairman at every general Meeting, but if there be no such chairman , or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to preside, the members present shall choose some member of the council, or if no such member be present, or if all the members of the council present decline to take the chair, they shall choose some member of the Association who shall be present to preside.

•	The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as previously mentioned the members should not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting.

•	At any General meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is, before or upon the declaration of the result of the show of hands, demanded by the Chairman or by at lease [two] members present in person or by proxy, or by a member or members present in person or by proxy and representing one – tenth of the total voting rights of all the members having  the right to vote at the meeting, and unless a poll be so demanded a declaration by the Chairman of the meeting 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 the effect in the minute book of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against that resolution. Thru demand for a poll may be withdrawn.

•	Subject to the provisions of Article 21, if a poll be demanded in manner aforesaid, it shall be taken at such time and place, and in such manner, as the Chairman of the meeting shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at the meeting at which the poll was demanded.

•	No poll shall be demanded on the election on a Chairman of a meeting, or on any question of adjournment. 

•	In a case of an equality of votes, whether on a show of hand or on a poll, the Chairman of the meeting shall be entitled to a second casting vote.

•	The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

•	Subject to the provisions of the Act a resolution in writing signed by all the members for the time being entitled to receive notice of and to attend and vote at general Meeting (or being corporations by their duly authorized representatives) shall bee as valid and effective as if the same had been passed at a General Meeting of Association duly convened and held.

Votes of members.

•	Subject as hereinafter provided, every member shall have one vote.

•	Save as herein expressly provided, mo member other than a member duly registered, who shall have paid every subscription and other sum (if any which shall be due and payable to the Association in respect of his membership, shall be entitle to vote on any question either personally or by proxy, or as a proxy for another member, at any General member, at any General Meeting.

•	No objection shall be raise to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to be tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the Chairman whose decision shall be final and conclusive.

•	Votes may be given on a poll either personally or by proxy. On a show of hands, a member present only shall have no vote, but a proxy for corporation may vote on a show of hands. A corporation may vote by its duly authorized representative appointed as provided by section 375 of the Act. A proxy need not be a member.

•	The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing, or if such appointer is a corporation under its common seal, if any, and ,if none, then under the hand of some officer duly authorized in that behalf.

•	The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy thereof shall be deposited at the Office not less than forty – eight hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or in the case of a poll not less than twenty – four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.

•	A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity if the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of the death, insanity or revocation as aforesaid shall have been received at the office before the commencement of the meeting or adjourned meeting at which the proxy is used.

•	Any instrument appointing a proxy shall be in the following form or as near thereof, as circumstances will admit – 

            	“I,    
                  “Of,
                 	“A member of,
       	“Hereby appoint,
        	“Of,
        	“And failing him,
       	“Of,
“As my proxy to vote for me on my behalf at the, [Annual extraordinary] general meeting of the, 
       	“Association to be held on, 
       	“19, and at any adjournment thereof,
“Signed on,    19.

The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

COUNCIL OF MANAGEMENT

•	Until otherwise determined by a General Meeting, the number of the members of the council shall not be less than or more than.

•	The first members of the council shall be as named in the statement delivered to the registrar of companies pursuant to section 10 of the Act.

•	The Council may from time to time and at any time appointed any member of the Association as a member of the council, either to fill a casual vacancy or by way of addition of the council, provided that the prescribed maximum be not thereby exceeded. Any member so appointed shall retain his office only until the next Annual General meeting, but he shall then be eligible for re – election.

•	No person who is not a member of the Association shall in any circumstances be eligible to hold office as a member of the Council. 

 
Powers of the Council

•	The business of the Association shall be managed by the council who may pay all such expenses of, and preliminary and incidental to, the promotion, formation, establishment and registration of the Association as they think fit, and may exercise all such powers of the Association, and do on behalf o the Association all such acts as may be exercised and done by the Association, and as are not by the actor by the Articles required to be exercised or done by the Association in general meeting, subject nevertheless to any regulation of the Article, to the provisions of the act and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Association in General Meeting; but no regulation made by the association in General Meeting shall invalidate any prior act of the council which would have been valid if such regulation had not been made.

•	the member for the time being of the Council may act notwithstanding any vacancy in their body; provided always that in case the members of the Council shall at any time be or be reduced in number to less than the minimum number prescribed by or in accordance with the Articles, it shall be lawful for them to act as the Council for the purpose of admitting persons to membership of the Association, filling up vacancies in their body, or of summoning a general Meeting, but not for any other purpose.

SECRETARY

•	Subject to the provisions of the Act, the Secretary shall be appointed by the council for such time at such remuneration and upon such conditions as they may think fit, and any Secretary so appointed may be removed by them. The provisions of sections 283 and 284 of the Act shall apply and be observed. The Council may from time to time by resolution appoint an assistant or deputy secretary, and any person so appointed may act in place of the secretary if there were no Secretary or no Secretary capable of acting.





THE COMMON SEAL

•	The Association’s common seal shall not be affix to any instrument except by the authority of a resolution of the Council, and in the presence of at least two members of the Council and of the Secretary, and the said members and Secretary shall sign every instrument to which the common seal shall be so affixed in their presence, and in favour of any purchaser or person bona fide dealing with the association such signatures shall be conclusion evidence of the fact that the common seal has been properly affixed.

DISQUALIFICATION OF MEMBERS OF THE COUNCIL.

The office of a member of the council shall be vacated:

a)	If s/he becomes bankrupt or makes any arrangement or composition with his creditors generally.

b)	If s/he becomes of unsound mind.

c)	If s/he ceases to be a member of the Association. 

d)	If by notice in writing to the Association, s/he resigns his office.

e)	If s/he ceases to hold office by virtue of any provision of law from being, a Director of a company prohibits the Act or him.

ROTATION OF MEMBERS OF THE COUNCIL

•	At the first Annual General Meeting and at any Annual General Meeting to be held in any subsequent year, one third of the members of the council for the time being, or if their number is not a multiple of three then the number nearest to one- third, shall retire from office.

•	The members of the council to retire shall be those who have been longest in office since their last election or appointment. As between 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 his last election or appointment. A retiring member of the council shall be eligible for re-election.

•	The Association may, at the meeting at which a member of the council retires in manner aforesaid, fill up the vacated office by electing a person thereto, and in default the retiring member shall, if offering himself for re-election, be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office, or unless a resolution for the re-election of such member shall have been put to the meeting and lost.

•	No person not being a member of the council retiring at the meeting shall, unless recommended by the council for election, be eligible for election to membership of the council at any general meeting, unless within the prescribed time before the ay appointed for the meeting there shall have been given to the secretary notice in writing, by some member duly qualified to be present and vote at the meeting foe which such notice is given, of his intention to propose such person for election, and also notice in writing, signed by the person to be proposed, of his willingness to be elected. The prescribed time above mentioned shall be such that, between the day appointed for the meeting there shall be not less than four nor more than twenty-eight intervening days.

•	The Association may from time to time in General Meeting increase or reduced the number of members of the council, and determines in what rotation such increase or reduced number shall go out of office, and may make the appointments necessary for affecting any such increase.

•	In addition and without prejudice to the provisions of section 303 of the act, the Association may by extraordinary resolution remove any member of the Council before the expiration of the period of office, and may by an ordinary resolution appoint another qualified member in his stead; but any person so appointed shall retain his office so long only as the member in whose place he is appointed would have the same if he had not been removed.






PROCEEDINGS OF THE COUNCIL

•	The Council may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. Unless otherwise determined, 3 shall be a quorum. A majority of votes shall decide questions arising at any meeting. In case of an equality of votes, the Chairman shall have a second or casting vote.

•	A member of the Council may, and on the request of a member of the Council the Secretary shall, at any time, summon a meeting of the council by notice served upon the several members of the Council. A member of the council who is absent from the United Kingdom shall not be entitled to notice of a meeting.

•	The Council shall from time to time elect a chairman who shall be entitled to preside at all meetings of the Council at which he shall be present, and may determine for what period he is to hold office, but if no such Chairman be elected, or of at any meeting the Chairman be not present within five minutes after the members of the Council present shall choose one of their number to be Chairman of the meeting.

•	A meeting of the council at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the regulations of the Association for thru time being vested in the Council generally.

•	The Council may delegate any of their powers to committees consisting of such member or members of the council as they think fit, and any committee so formed shall, in the exercise of the powers so delegated, conform to any regulation imposed on it by the Council. The meetings and provisions of any such committee shall be governed by the provisions of the Articles for regulating the meetings and procedures of the Council so far as applicable and so far as the same shall not be superceded by any regulations made by the Council. 

•	All act Bona Fide by any meeting of the Council or of any committee of the Council, or by any person acting as a member of the Council, shall notwithstanding it be afterwards discovered that there was some defeat in the appointment or continuance in the office of any such member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a member of the Council.

•	The Council shall cause proper records to be kept of all written resolutions (and of the signatures). The Council shall cause proper minutes to be made of all the appointments of officers made by the council and proceedings of all meetings of the Association and of the council and of committees of the council, and all business transacted in such meetings. All records and signatures and minutes shall be entered in books provided for the purpose.