Invicta Military-Vehicle Preservation Society



IMPS Constitution – 2009

The Constitution of the Invicta Military-vehicle Preservation Society Ltd
(as accepted at the AGM on 3rd April 2008 and amended at the AGM on 2nd April 2009)
1 Description
2 Definitions
3 Members
4 Areas
5-9 Directors, Officers and Presidents
10 Directors Meetings
11 Club Nights
12 General Meetings
13 Subscriptions
14 Conduct matters
15 Amendment of the Constitution
Schedule – Conduct procedures

1. This Constitution is binding upon all Members of IMPS. It is ancillary and subordinate to the Mem & Arts and its purpose is to govern our internal affairs sensibly and clearly.

2 . Definitions
In this Constitution,
“IMPS” means Invicta Military-vehicle Preservation Society Ltd
“The Directors” means the Directors of IMPS
“Mem & Arts” means the Memorandum and Articles of Association of IMPS
“The Club” means the Invicta Military-vehicle Preservation Society
“The Company” means the Invicta Military-vehicle Preservation Society Limited
“Area” is defined in Clause 4
“AGM” and “EGM”1 mean an Annual General Meeting and an Extra-ordinary General Meeting.
“Club Night” means a monthly meeting of members of IMPS which may be for entertainment, business, or both.
Male pronouns include the female.

3 Members
3.1There shall be four classes of Membership
 Ordinary Membership
 Family Membership
 Honorary Membership
 Associate Membership.

3.2 Ordinary Members must be adult. They are members of IMPS, and Guarantors of that Company as set out in the Mem & Arts.

3.3 Two adults living together may be Family Members. Each individually will have the rights and duties of Ordinary Members, as set out in 3.2. The Directors may restrict the numbers of notices, magazines, newsletters etc to one per household, and both Family Members are deemed to have received any such items where only one copy has been sent.

3.4 Honorary Membership may be granted by the Directors to anyone, whether or not an existing Member, whom they feel should be honoured in this way. It may be granted in recognition of services to IMPS, or to the Military-vehicle Preservation movement generally. It shall also be granted to any Member who is a President of IMPS, as set out in 9.1.

3.5 Honorary Membership may be granted for life, or for a period of time. Honorary Members shall be members of IMPS, but they shall not be required to pay an annual subscription as set out in Clause 13.

3.6 Children of Ordinary, Family and Honorary Members may attend any function of IMPS as if they were Members whilst under the age of 18 unless the Directors decide otherwise. This exclusion may be from a specific function (in which case the power to exclude may be delegated to the organiser of the function), or it may be of a particular person or persons. The parent of anyone excluded under this last provision may appeal as set out in Clause 18 of the Schedule. The Directors may require proof of age.

3.7 Associate Membership may be granted by the Directors to any organisation or its members which they feel has a kindred spirit to IMPS. It will normally but not necessarily be on a reciprocal basis, and subject to such terms as the Directors and the proposed Associate Member may agree. An Associate Member shall not be a member of IMPS by virtue of this clause.

3.8 Any application for Ordinary or Family Membership shall be made to the Membership Secretary on a form approved by the Directors. The relevant Subscription shall also be paid. At their next Meeting, the Directors will approve, reject or defer the application. An applicant may attend functions of IMPS as a guest until his application is determined 2.

3.9 Where a member indulges in conduct which brings the Club into disrepute or imposes an excessive burden of cost or work upon the Club and its officers, the Board may determine that membership should be terminated. Reasons for such a decision will be communicated to the person concerned and representations considered. However, the Board’s decision is final.

4 Areas
4.1 Areas of IMPS may exist in a locality where the Directors consider there is sufficient support for an Area to exist, with regular meetings and the opportunity to attend or run local events.

4.2 In addition to the existing Areas, the Directors may form new Areas. The Directors may close an Area if it fails to meet on the required number of occasions every year, or if the Area members request closure. The Directors may subdivide an Area if they feel it is appropriate. The Directors may combine two Areas if they feel it is appropriate, or if majorities of the members in both of the Areas, voting separately, request this 3.

4.3 Areas will receive such funds as the Directors may decide. They must meet on a formal basis at least four times per year. They may also host Club Nights as set out in Clause 11. They must have an Area Secretary as set out in 4.4 and may choose other officers. They may send a delegate to Directors meetings as set out in Clause 10.

4.4 The Area Secretary is appointed by the Directors. An Area shall submit the name of a proposed Area Secretary to the Directors who may appoint him or request another candidate to be proposed. An Area may submit a list of possible nominees for the Directors to choose from and the Directors may do so or request another candidate to be proposed. The Directors may de-select an Area Secretary at their discretion or at the request of members of an Area, in which latter case the Directors will decide what steps to take to ensure this is the wish of the members living in that area or who habitually attend its meetings or events.

4.5 The duties of an Area Secretary shall include making all necessary arrangements for meetings and events in the Area, including where appropriate attendances at events run by other organisations, and liaising with the Directors and Other Officers and the Area members. He would normally be the delegate attending Directors meetings, but may appoint a deputy for this purpose. The Chairman, in particular, the Directors, in general, and the Other Officers, so far as possible, in addition or in place of attending the meetings of their own Area, shall try to attend meetings of other Areas to a reasonable extent.

4.6 Area membership is optional, not an obligation. Accordingly, in addition to membership of IMPS, any Member other than an Associate Member may be a member of one or more Areas, provided that if he wishes to be a member of an Area other than that in which he lives, he can demonstrate links with that area such as regular attendance there or past associations there.
4.7 Although not a member of the Area, any Member of IMPS may attend any Area meeting or function.
5 The Directors
5.1 There shall be seven Directors, including the Chairman 4.

5.2 A Director shall be a Member of IMPS. He shall have been a member for at least three years, unless a majority of the Directors prior to his standing for election endorse his standing. If an existing Board member is appointed Area Secretary he may remain a Board member for the remainder of his term of office. An Area Secretary may also be appointed or elected to the Board but this is not a requirement.

5.3 A Director shall serve a three-year term. Every year, one third of the Directors shall retire. A retiring Director may stand for re-election at the AGM. Vacancies caused by the death or retirement (for whatever reason) of a Director will be filled at the AGM following the death or retirement of the original Director. The Board may appoint a Chairman or Director to fill a vacancy for the intervening period before the AGM.5

5.4 A Director who ceases to be a Member of IMPS, for whatever reason, shall also be deemed to have resigned as a Director.

5.5 A Director may be granted leave of absence by the Directors for up to four months in any twelve-month period. Subject to that, a Director must attend two-thirds of the Directors’ monthly meetings in every year. If without reasonable excuse he fails to do this, he shall be deemed to have resigned as a Director.

6. The Chairman
6.1 The Chairman shall be a Director of IMPS. He shall have served at least two years as a Director, Area Secretary or Other Officer of IMPS prior to standing for office, and must have attended Directors Meetings on a regular basis throughout that period.

6.2 The Chairman shall chair General Meetings of IMPS, and the Directors Meetings. He will also normally chair any meeting of the club as a whole.

6.3 The Chairman shall serve a three-year term, at the end of which he must resign or seek re-election. If the Chairman dies or resigns before his term of office expires the Directors may appoint a successor from themselves, who shall serve until the next AGM when he shall stand down as Chairman, but may stand for re-election for a full three-year term.

6.4 At an AGM where a Chairman has to be elected, that election shall take place before the election of other Directors. Any candidate for the post of Chairman may also stand as a candidate for office as a Director.

7. The Company Secretary
7.1 The Company Secretary need not be a member of IMPS. In his capacity as Company Secretary he shall not have a vote at Directors or Company Meetings. He shall fulfil the duties of Company Secretary and oversee the Company’s compliance with the Companies Acts, together with such other duties as he and the Directors may agree 6. He may undertake other responsibilities including that of Director or other office holder if appointed separately, but he may not hold the office of Chairman and Company Secretary at the same time other than for the period necessary to arrange for a replacement.

7.2 The Company Secretary shall be appointed by the Directors and shall continue until de-selected by the Directors or at a General Meeting of IMPS.

7.3 In addition to the Company Secretary, the Directors shall appoint a Club Secretary. He shall have such duties as the Directors and he may agree, but in particular is responsible for keeping such minutes of meetings and circulating such information to Members, Areas and others as the Directors may require.

8. Other Officers
8.1 IMPS shall be served by the following Other Officers who will be elected or appointed from the Board of Directors:
The Vice-Chairman, who would normally chair any meeting which the Chairman would normally chair if he was unable to do so;
The Treasurer, responsible for the day –to- day running of financial matters;
The Club Secretary;
The Membership Secretary;
The Events Secretary;
The Publicity Officer.

8.2 IMPS shall also be served by the following Other Officers who will be appointed by the Board of Directors but need not be Directors themselves
The Overseas Liaison Officer
The Editor of Imprint
The Editor of INVICTA
Such other officers as the Directors may from time to time appoint.

8.3 The Directors shall define the functions and powers of the Other Officers. Any who are not Directors may speak at Directors Meetings, but not vote.

9 The President and Council
9.1 Every Chairman who leaves that office in good standing will, if he so wishes be appointed by the Board as President of IMPS. If a retiring Chairman does not wish to become President, the Board will appoint another former Chairman or a senior and respected figure from the membership who is prepared to undertake the role.

9.2 Those who have served IMPS as Chairman and are content to serve the Club in such capacity shall together form the Council. The Council shall have the following functions:
 To advise the Directors whenever they seek advice;
 To advise the Directors whenever the Council feels such advice would be in the best interests of IMPS.
The Directors shall note any advice from the Council, but need not follow that advice.

9.5 The President shall chair the Council, unless the Council decides otherwise. He shall convene the Council whenever requested by the Directors.

10. Directors Meetings.
10.1 Directors Meetings shall normally take place monthly. The Directors, the Secretary and any Other Officers who are not Directors shall normally attend. Each Area may send the Area Secretary. The Chairman, Vice-chairman or a deputy whom the Chairman appoints from the remaining Directors shall chair the meeting. 7

10.2 Any Member may be permitted to attend a Directors Meeting, provided the Directors agree.

10.3 Any Director, the President, the Company Secretary, the Other Officers and the Area Delegates may speak at a Directors Meeting. Any other Member may speak at the request of or with the permission of the Chairman.

10.4 Each Director shall have one vote at a Directors Meeting. The Chairman shall have a casting vote if there is equality of votes.

10.5 The Directors may, where they feel this is appropriate, include the votes of Area Secretaries who are not Directors in arriving at a decision. 8

10.6 During the meeting, the Chairman may require specific individuals (other than Directors), to withdraw. He need give no public reason for this, but his reasons must be given to the Directors and recorded.

10.7 The Chairman, or a majority of the Directors, may require that certain matters be not recorded in the official minutes of the meeting, although they should be noted (in permanent form) for later publication if deemed appropriate. All votes cast shall be recorded in the minutes. Copies of the official minutes shall be available to all members, and a précis shall be made available as the Directors see fit.

11. Club Nights
11.1 There will normally be a meeting of IMPS every month, on a regular date or day.

11.2 The Directors shall select the venue for Club Night. Any Area may request to host Club Night, and the Directors, in consultation with that Area’s Secretary, may approve this wherever practical.

11.3 As many of the Directors and Other Officers as possible are expected to attend Club Night.

12. General Meetings 9

12.1 The Annual General Meeting (AGM) will be held on the first Thursday in April unless at least two months’ prior notice has been given to members to alter that date or it has to be postponed for reasons beyond the Board’s control. At least 21 days’ notice of the AGM must be given to members, including a list of Directors’ posts falling vacant and nominations received to fill them and a list of Resolutions to be put to the meeting.

12.2 At the AGM, the Chairman, the Treasurer and such Officers or others as the Directors may require shall present Annual reports. These should be written and circulated with the notice convening the AGM. All Directors and Other Officers may be questioned about matters which are their responsibility.

12.3 Anyone who wishes and is qualified to stand for office as Chairman or Director must submit a proposal form signed by two other members to the Company Secretary by the dates specified. A statement by the candidate may accompany this and will be circulated provided it is brief enough to be put in the newsletter (suggested limit 150 words). 10

12.4 If there are insufficient nominees to fill the vacancies arising, those properly nominated and seconded will be elected. If there are no or insufficient nominations, the Directors may appoint a Director to fill the vacancy as if a Director had retired during his term of office.

12.5 If there are more candidates than vacancies, there shall be a secret ballot. Before this takes place, any candidate may address the meeting and anyone may question any candidate about anything the Chairman deems relevant. The ballot will take the form of voting slips issued to members producing current membership cards at the AGM. Members are also invited to submit votes to the Company Secretary either by post or email and, subject to verification of current membership and that they are not present at the AGM, these will be verified by another Club Member and passed to the Chairman to incorporate into the election process. Because of the need to verify entitlement to vote, the postal/email ballot cannot be secret, but the identity of remote voters will be retained by the Company Secretary and destroyed immediately after the AGM. 11

12.6 Anyone wishing to propose a Resolution should send this to the Company Secretary in time to be included with the agenda. He should accompany this with a statement in support which will also be circulated and identify a seconder. If the supporting statement is too long the Company Secretary will ask the proposer to submit a shorter version and may refuse to publish anything in excess of 150 words. 10

12.7 A Resolution may be withdrawn by the proposer or second, but it is open to another Member to propose or second it. An amendment to the Resolution may be proposed and seconded, in which case it will be put to the meeting in advance of, or as a substitute for, the original Resolution. If, exceptionally, the Chairman decides that the amendment alters the original Resolution to the extent that it requires detailed examination for which 21 days’ notice should be required, he may defer consideration to an adjourned AGM. 13

12.8 Voting for Resolutions shall be by show of hands, unless the Chairman or one tenth of those present request a ballot. Remote votes for or against Resolutions are invited in the newsletter which precedes the AGM. In the event of a ballot, these votes will be verified and passed to the Chairman as for elections. 11

12.9 In an election, a tie shall be resolved by the candidates drawing lots. In deciding a Resolution, a tie shall be resolved by the Chairman’s casting vote.

12.10 In summary, within the time limit set by Company law, the Company Secretary shall send Members-

 Notice convening the meeting
 Agenda
 Reports and accounts
 Candidates for office, with any statements
 Any notes about proposed motions
 postal/email ballot slips

13. Subscriptions
13.1 Members (other than Honorary Members) shall pay an annual subscription, payable in
full on the appropriate “Due date” as set out below. Even where subscription renewal is made by standing order, a renewal form must be completed and forwarded to the Membership Secretary so that personal information is kept up to date.

13.2 The Due dates are the 1st January or the anniversary of the joining date as notified by the Membership Secretary in each year. As most of the benefits of membership arise during the summer months, new membership taken out by post after 30th September will be taken to cover the period until 31st December the following year and new membership taken out by post before 1st May will be deemed to cover the period up to 31st December in that year. For those taking out new membership between 1st May and 31st September or joining through the website using Worldpay arrangements, the Due date will be the 1st of the month following their joining date.

13.3 Any new member’s first subscription shall be paid with his application for membership, but will be returned if his application is not successful. His first subscription shall cover the period from when the member joins until the Due date following a period of 11 months after he joins. Thereafter it will be payable annually as in.2 above

13.4 Any member who does not pay his subscription within one month of his Due date shall not be entitled to receive Imprint and Invicta nor attend any function until he has paid that subscription. After one year he shall be deemed to have resigned from IMPS, but he may re-apply for membership thereafter as a new member. Where a member has allowed his membership to lapse, he will normally be issued with a new number, unless the Board accepts there are extenuating circumstances which justify retention of his old one.

13.5 If a member dies or is expelled from IMPS, no refund of his subscription will be made.

13.6 The amount of the subscription shall be determined by the Directors. Different classes of Member may be charged different levels of subscription, and reasonable amounts may be charged or allowed for different methods of payment or for such other reasons as the Directors agree. No increase of more than 10% in any one year, or of more than 15% in any two years shall have effect unless confirmed by the company in an AGM or EGM.

14. Amendment of the Constitution
The Constitution may be amended by Resolution at trhe AGM in the same way as the Memorandum & Articles of Association (Mem & Arts).

These notes are intended to explain certain features of the Constitution and how they relate to our status as a limited company.

IMPS was made a limited company in order to protect its members from individual liability in the event of successful legal action against us. Being a limited company imposes legal rights and duties set by the Companies Acts, eg you must hold an Annual General Meeting.

Each company must have its own written “Memorandum & Articles of Association” – usually abbreviated to “Mem & Arts”. These are available for anyone to see at Companies House.

The Memorandum governs the company’s dealings with the outside world and sets limits on what it can do. For this reason it is drawn more widely than we require so as not to constrict us unduly. The Articles are the rules which control the running of the company, eg how the number of directors is decided and how they are chosen. These documents are public. They are very technical, drawn up by lawyers, and rarely varied to suit the individual company. They are not particularly easy to alter, and they assume that those running the company know company law pretty well. Company Law requires us to have Mem & Arts.

In our case, it is desirable to have a Constitution as well to define and make it easier to understand the rules by which we want to operate. Those rules must be drawn within the limits set by the Mem & Arts – they can be tighter, but not looser. The Constitution sets the rules for running IMPS as we want it to be. It can be altered by the membership, where we’ve got things wrong, or circumstances alter. It is, of course, subordinate to our Mem & Arts, and it’s private. The text of the Constitution is annotated with numbers and additional explanation of certain features is given below.

1. (Para 2) The AGM and EGM are formal meetings where the company’s business is conducted, with members entitled to be present, to speak and to vote.
2. (Para 3.8) The present practice of sending them Imprint or Newsletters will continue as a matter of courtesy, at the discretion of the Directors.
3. (Para 4.2) This is phrased to prevent a hostile takeover of one Area by another – but in all cases, the Directors should only go against Area wishes in very exceptional circumstances.
4. (Para 5.1) The number should be odd rather than even. Note- under the general law, a director may be voted out of office at an EGM or at the AGM. This has precedence over the Constitution, and applies also to the Chairman – though it is hoped it would be rarely used. A director may resign, at any time, and need not give reasons. The arrangements in Paras 5 and 6 are intended to ensure, in effect, an election of three Directors every year, but every third year one of the Directors is the new Chairman. It may sound complicated, but in practice, should be simple to apply.
5. (Para 5.4) By Company Law, the directors may appoint a replacement to serve until the AGM, but the replacement must then stand down unless confirmed by the members at the AGM.
6. (Para 7.1) By law, a company must have a Company Secretary, who need not be a member. He has legal responsibilities, and so lawyers or a firm of accountants might be employed. The Club Secretary carries out routine duties. If the Company Secretary is a Member, he can vote at Company Meetings, and if he is also a Director, he can vote in that capacity at Directors Meetings.
7. (Para 10.1) The quorum for a directors meeting in our Articles is two directors.
8. (Para 10.5) This is because he may be convinced by what he hears at the meeting, but he’d better have a good tale to tell on his return if he changes his mind! The reason the delegates should vote is so Areas can express their views direct. The reason they should not is that “Directors” have legal responsibilities, and these include “Shadow directors”. This way, we can probably get the best of both worlds The Chairman may therefore sometimes be voting both ways!
9. (Para 12) These are the AGMs and any EGMs. AGMs take place once a year, at set intervals, and the agenda is set by law. An EGM can take place at any time, and is often combined with the AGM. It deals with matters outside the scope of an AGM. In both cases, the law sets time limits for sending out documents.
10. (Para 12.2 and 12.5) The candidate may say what he likes but too long a statement will put people off. Also there are practical limits to what can be published in the newsletter – 150 words is suggested. Similarly, the proposer of a Resolution may make a supporting statement but the same considerations apply.
11. (Para 12.4 and 12.7) In Company law there are three types of absentee voting – postal, special proxy and general proxy. Postal is used for elections, proxies for proposals of which the absent Member is aware. A special proxy says how the representative must vote. A general proxy gives the representative power to vote on behalf of the absent Member in whatever way he sees fit, so you are saying “I trust your judgment – please vote for me when you’ve heard the discussion”. Normal practice is to give any special proxy to the Chairman saying how the Member wishes to vote on any particular motion – he does not have to vote on all the motions. We now offer members the use of email to record postal votes and special proxy votes in addition to traditional post.
12. (Para 12.5) At an AGM or EGM, company law does not allow any motion to be carried without proper notice – so matters may be discussed in “ Any other business”, but the only decision that the meeting can take is to have another general meeting with this on the agenda and proper notice given to all Members.
13. (Para 12.6) i.e. you vote backwards to the original – and as soon as one is carried, that’s it.





2. The Company’s registered office is to be situated in England and Wales.

3. The Company’s objects are:­

3.1.1 To establish, maintain, promote and operate an organisation or club to support and preserve historic military vehicles (hereinafter called “Military Vehicles”) and to protect, advance and further the interests of and provide facilities for owners, enthusiasts and users of Military Vehicles and conveyances; to promote, hold, arrange and take part in events, meetings, rallies, trials, test days, matches, competitions and the like; to do all things as may be deemed expedient for the promotion and preservation of Military Vehicles; to provide information, advice and assistance on or in all matters incidental to or affecting the use of Military Vehicles and the laws and regulations appertaining thereto; to create, develop, promote, maintain and operate educational facilities, libraries, historic, record centres, archives, museums, display areas, galleries and associated facilities in respect of Military Vehicles; to organise, arrange, promote, host and afford facilities for exhibitions, lectures, demonstrations, talks and displays in relation to Military Vehicles and the acquisition, renovation, restoration and maintenance of Military Vehicles; and to manufacture, buy, sell and deal in plant, machinery, tools, implements, materials, commodities, substances, articles and things of all kinds, necessary or useful for carrying on the foregoing.

3.1.2 To carry on any other trade or business whatever which can in the opinion of the board of directors be advantageously carried on in connection with or ancillary to any of the businesses of the Company.

3.2 To purchase or by any other means acquire and take options over any property whatever, and any rights or privileges of any kind over or in respect of any property.

3.3 To apply for, register, purchase, or by other means acquire and protect, prolong and renew, whether in the United Kingdom or elsewhere, any trade marks, patents, copyrights, trade secrets, or other intellectual property rights, licences, secret processes, designs, protections and concessions and to disclaim, alter, modify, use and turn to account and to manufacture under or grant licences or privileges in respect of the same, and to expend money in experimenting upon, testing and improving any patents, inventions or rights which the Company may acquire or propose to acquire.

3.4 . To acquire or undertake the whole or any part of the business, goodwill, and assets of any person, firm, or company carrying on or proposing to carry on any of the businesses which the Company is authorised to carry on and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company, or to acquire an interest in, amalgamate with, or enter into partnership or into any arrangement for sharing profits, or for co­operation, or for mutual assistance with any such person, firm or company, or for subsidising or otherwise assisting any such person, firm or company, and to give or accept, by way of consideration for any of the acts or things aforesaid or property acquired, any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain, or sell, mortgage and deal with any shares, debentures, debenture stock or securities so received.

3.5 To improve, manage, construct, repair, develop, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company.

3.6 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.

3.7 To lend and advance money or give credit on any terms and with or without security to any person, firm or company (including without prejudice to the generality of the foregoing any holding company, subsidiary or fellow subsidiary of, or any other company associated in any way with, the Company), to enter into guarantees, contracts of indemnity and suretyships of all kinds, to receive money on deposit or loan upon any terms, and to secure or guarantee in any manner and upon any terms the payment of any sum of money or the performance of any obligation by any person, firm or company (including without prejudice to the generality of the foregoing any such holding company, subsidiary, fellow subsidiary or associated company as aforesaid).

3.8 To borrow and raise money in any manner and to secure the repayment of any money borrowed, raised or owing by mortgage, charge, standard security, lien or other security upon the whole or any part of the Company’s property or assets (whether present or future) and also by a similar mortgage, charge, standard security, lien or security to secure and guarantee the performance by the Company of any obligation or liability it may undertake or which may become binding on it.

3.9 To draw, make, accept, endorse, discount, negotiate, execute and issue cheques, bills of exchange, promissory notes, bills of lading, warrants, debentures, and other negotiable or transferable instruments.

3.10 To apply for, promote, and obtain any Act of Parliament, order, or licence of the Department of Trade or other authority for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company’s constitution, or for any other purpose which may seem calculated directly or indirectly to promote the Company’s interests, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company’s interests.

3.11 To enter into any arrangements with any government or authority (supreme, municipal, local, or otherwise) that may seem conducive to the attainment of the Company’s objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges or concessions which the Company may think desirable and to carry out, exercise, and comply with any such charters, decrees, rights, privileges, and concessions.

3.12 To subscribe for, take, purchase, or otherwise acquire, hold, sell, deal with and dispose of, place and underwrite shares, stocks, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any other company constituted or carrying on business in any part of the world, and debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any government or authority, municipal, local or otherwise, in any part of the world.

3.13 To control, manage, finance, subsidise, co-ordinate or otherwise assist any company or companies in which the Company has a direct or indirect financial interest, to provide secretarial, administrative, technical, commercial and other services and facilities of all kinds for any such company or companies and to make payments by way of subvention or otherwise and any other arrangements which may seem desirable with respect to any business or operations of or generally with respect to any such company or companies.

3.14 To promote any other company for the purpose of acquiring the whole or any part of the business or property or undertaking or any of the liabilities of the Company, or of undertaking any business or operations which may appear likely to assist or benefit the Company or to enhance the value of any property or business of the Company, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares or securities of any such company as aforesaid.

3.15 To sell or otherwise dispose of the whole or any part of the business or property of the Company, either together or in portions, for such consideration as the Company may think fit, and in particular for shares, debentures, or securities of any company purchasing the same.

3.16 To act as agents or brokers and as trustees for any person, firm or company, and to undertake and perform sub-contracts.

3.17 To remunerate any person, firm or company rendering services to the Company either by cash payment or otherwise as may be thought expedient.

3.18 To pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company, or to contract with any person, firm or company to pay the same..

3.19 To support and subscribe to any charitable or public object and to support and subscribe to any institution, society, or club which may be for the benefit of the Company or its directors or employees, or may be connected with any town or place where the Company carries on business; to give or award pensions, annuities, gratuities, and superannuation or other allowances or benefits or charitable aid and generally to provide advantages, facilities and services for any persons who are or have been directors of, or who are or have been employed by, or who are serving or have served the Company, or any company which is a subsidiary of the Company or the holding company of the Company or a fellow subsidiary of the Company or the predecessors in business of the Company or of any such subsidiary, holding or fellow subsidiary company and to the wives, widows, children and other relatives and dependants of such persons; to make payments towards insurance including insurance for any director, officer or auditor against any liability in respect of any negligence, default, breach of duty or breach of trust (so far as permitted by law); and to set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or non-contributory) for the benefit of any of such persons and of their wives, widows, children and other relatives and dependants; and to set up, establish, support and maintain profit sharing schemes for the benefit of any of the employees of the Company or of any such subsidiary, holding or fellow subsidiary company.

3.20 To procure the Company to be registered or recognised in any part of the world.

3.21 To do all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors or otherwise, and by or through agents, brokers, sub-contractors or otherwise and either alone or in conjunction with others.

3.22 To do all such other things as may be deemed incidental or conducive to the attainment of the Company’s objects or any of them.

3.23 AND so that:­
3.23.1 None of the objects set forth in any sub-clause of this clause shall be restrictively construed but the widest interpretation shall be given to each such object, and none of such objects shall, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from any other object or objects set forth in such sub-clause, or by reference to or inference from the terms of any other sub-clause of this clause, or by reference to or inference from the name of the Company.
3.23.2 None of the sub-clauses of this clause and none of the objects therein specified shall be deemed subsidiary or ancillary to any of the objects specified in any other such sub-clause, and the Company shall have as full a power to exercise each and everyone of the objects specified in each sub-clause of this clause as though each such sub-clause contained the objects of a separate Company.
3.23.3 The word “company” in this clause, except where used in reference to the Company, shall be deemed to include any partnership or other body of persons, whether incorporated or unincorporated and whether domiciled in the United Kingdom or elsewhere.
3.23.4 In this clause the expression “the Act” means the Companies Act 1985, but so that any reference in this clause to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.

4. The liability of the members is limited.

5. Every member of the Company undertakes to contribute such amount as may be required (not exceeding £1) to the Company’s assets if it should be wound up while he is a member or within one year after he ceases to be a member, for payment of the Company’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.

6. The income and property of the Company 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 members of the Company. Provided that nothing herein shall prevent any payment in good faith by the Company:­

6.1 of reasonable and proper remuneration to any member, officer or servant of the Company for any services rendered to the Company;

6.2 of interest on money lent by any member of the Company at a reasonable and proper rate per annum not exceeding 2 per cent less than the published base lending rate of a clearing bank to be selected by the directors;

6.3 of reasonable and proper rent for premises demised or let by any member of the Company;

6.4 of fees, remuneration or other benefit in money or money’s worth to any company of which a member may also be a member holding not more than 1 % of the issued share capital of that company;

6.5 to any director of out-of-pocket expenses;

6.6 of any premium in respect of any such insurance as is permitted by the Memorandum of Association of the Company.THE COMPANIES ACTS 1985 to 1989





1.1 The regulations contained in Table A in the Schedule to the Companies (Tables A to F) Regulations 1985 (SI 1985 No. 805) as amended by the Companies (Tables A to F) (Amendment) Regulations 1985 (SI 1985 No. 1052) and as further amended by The Companies Act 1985 (Electronic Communications) Order 2000 (SI 2000 No. 3373) (such Table being hereinafter called “Table A”) shall apply to the Company save in so far as they are excluded or varied hereby and such regulations (save as so excluded or varied) and the Articles hereinafter contained shall be the Articles of Association of the Company.

1.2 Regulations 2 to 35 (inclusive), 46, 57, 59, 102 to 108 (inclusive), 110, 114, 116 and 117 in Table A shall not apply to the Company.

1.3 In these Articles the expression “the Act” means the Companies Act 1985, but so that any reference in these Articles to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.


2.1 Regulation 1 in Table A shall be read and construed as if the definition of “the holder” were omitted therefrom.


3.1 The subscribers to the Memorandum of Association of the Company and such other persons as are admitted to membership in accordance with these Articles shall be members of the Company. No person shall be admitted as a member of the Company unless he is approved by the directors. Every person who wishes to become a member shall deliver to the Company an application for membership, in such form as the directors require, executed by him.

3,.2 A member may at any time withdraw from the Company by giving notice in writing to the Company. Membership shall not be transferable and shall cease on death.


4.1 An annual general meeting and an extraordinary general meeting called for the passing of a special resolution or a resolution appointing a person as a director shall be called by at least 21 clear days’ notice. All other extraordinary general meetings shall be called by at least 14 clear days’ notice but a general meeting may be called by shorter notice if it is so agreed:­
(a) in the case of an annual general meeting, by all the members entitled to attend and vote thereat; and
(b) in the case of any other general meeting by a majority in number of the members having a right to attend and vote being a majority together holding (subject to the provisions of any elective resolution of the Company for the time being in force) not less than 95% of the total voting rights ait the meeting of all members.

4.1.2 The notice shall specify the time and place of the meeting and, in the case of an annual general meeting, shall specify the meeting as such.

4.1.3 The notice shall be given to all the members and to the directors and auditors.

4.1.4 Regulation 38 in Table A shall not apply to the Company.

4.2.1 No business shall be transacted at any general meeting unless a quorum is present. Subject to article 4.2.2 below, two persons entitled to vote upon the business to be transacted, each being a member or a duly authorised representative of a corporation, shall be a quorum.

4.2.2 If and for so long as the Company has only one member, that member present in person or (if that member is a corporation) by a duly authorised representative shall be a quorum.

4.2.3 If a quorum is not present within half an hour from the time appointed for a general meeting the general meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the directors may determine; and if at the adjourned general meeting a quorum is not present within half an hour from the time appointed therefor such adjourned general meeting shall be dissolved.

4.2.4 Regulations 40 and 41 in Table A shall not apply to the Company.

4.3.1 If and for so long as the Company has only one member and that member takes any decision which is required to be taken in general meeting or by means of a written resolution, that decision shall be as valid and effectual as if agreed by the Company in general meeting, subject as provided in article 4.3.3 below.

4.3.2 Any decision taken by a sole member pursuant to article 4.3.1 above shall be recorded in writing and delivered by that member to the Company for entry in the Company’s minute book.

4.3.3 Resolutions under section 303 of the Act for the removal of a director before the expiration of his period of office and under section 391 of the Act for the removal of an auditor before the expiration of his period of office shall only be considered by the Company in general meeting.

4.4.1 Regulation 44 in Table A shall be read and construed as if the words “and at any separate meeting of the holders of any class of shares in the Company” were omitted therefrom.

4.4.2 A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of the show of hands a poll is duly demanded. Subject to the provisions of the Act, a poll may be demanded:­
(a) by the chairman; or
(b) by at least two members having the right to vote at the meeting; or
(c) by a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting

4.5.1 On a show of hands and on a poll every member present in person or by proxy shall have one vote.


4.5.3 Regulations 54, 55 and 59 to 62 inclusive in Table A shall not apply to the Company.


5.1.1 Regulation 64 in Table A shall not apply to the Company.

5.1.2 The maximum number and minimum number respectively of the directors may be determined from time to time by ordinary resolution. Subject to and in default of any such determination there shall be no maximum number of directors and the minimum number of directors shall be one. Whenever the minimum number of directors is one, a sole director shall have authority to exercise all the powers and discretions by Table A and by these Articles expressed to be vested in the directors generally, and regulation 89 in Table A shall be modified accordingly.

5.2 The directors shall not be required to retire by rotation and regulations 73 to 80 (inclusive) in Table A shall not apply to the Company.

5.3 Regulation 83 in Table A shall be read and construed as if the words “of any class of shares or” were omitted therefrom.

5.4 No person shall be appointed a director at any general meeting unless either:­
(a) he is recommended by the directors; or
(b) not less than 14 nor more than 35 clear days before the date appointed for the general meeting, notice signed by a member qualified to vote at the general meeting has been given to the Company of the intention to propose that person for appointment, together with notice signed by that person of his willingness to be appointed.

5.5.1 Subject to article 5.4 above, the Company may by ordinary resolution appoint any person who is willing to act to be a director, either to fill a vacancy or as an additional director.

5.5.2 The directors may appoint a person who is willing to act to be a director, either to fill a vacancy or as an additional director, provided that the appointment does not cause the number of directors to exceed any number determined in accordance with article 5.1.2 above as the maximum number of directors and for the time being in force.

5.6 In any case where as the result of death or deaths the Company has no members and no directors the personal representatives of the last member to have died shall have the right by notice in writing to appoint a person to be a director of the Company and such appointment shall be as effective as if made by the Company in general meeting pursuant to article 5.5.1 above. For the purpose of this article, where two or more members die in circumstances rendering it uncertain which of them survived the other or others, the members shall be deemed to have died in order of seniority, and accordingly the younger shall be deemed to have survived the elder.


6.1 The directors may exercise all the powers of the Company to borrow money without limit as to amount and upon such terms and in such manner as they think fit, and to grant any mortgage, charge or standard security over its undertaking and property, or any part thereof, and to issue debentures, whether outright or as security for any debt, liability or obligation of the Company or of any third party.


7.1 Unless otherwise determined by the Company in general meeting by ordinary resolution an alternate director shall not be entitled as such to receive any remuneration from the Company, save that he may be paid by the Company such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct, and the first sentence of regulation 66 in Table A shall be modified accordingly.

7.2 A director, or any such other person as is mentioned in regulation 65 in Table A, may act as an alternate director to represent more than one director, and an alternate director shall be entitled at any meeting of the directors or of any committee of the directors to one vote for every director whom he represents in addition to his own vote (if any) as a director, but he shall count as only one for the purpose of determining whether a quorum is present.


8.1.1 The directors may exercise the powers of the Company conferred by its Memorandum of Association in relation to the payment of pensions, gratuities and other benefits and shall be entitled to retain any benefits received by them or any of them by reason of the exercise of any such powers.

8.1.2 Regulation 87 in Table A shall not apply to the Company.


9.1.1 A director may vote, at any meeting of the directors or of any committee of the directors, on any resolution, notwithstanding that it in any way concerns or relates to a matter in which he has, directly or indirectly, any kind of interest whatsoever, and if he shall vote on any such resolution his vote shall be counted; and in relation to any such resolution as aforesaid he shall (whether or not he shall vote on the same) be taken into account in calculating the quorum present at the meeting.

9.1.2 Each director shall comply with his obligations to disclose his interest in contracts under section 317 of the Act.

9.1.3 Regulations 94 to 97 (inclusive) in Table A shall not apply to the Company.


10.1 Regulation 100 in Table A shall be read and construed as if the words “of the holders of any class of shares in the Company” were omitted therefrom.


11.1 If the Company has a seal it shall only be used with the authority of the directors or of a committee of directors. The directors may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a director and by the secretary or second director. Regulation 101 in Table A shall not apply to the Company.

11.2 The Company may exercise the powers conferred by section 39 of the Act with regard to having an official seal for use abroad, and such powers shall be vested in the directors.


12.1 Regulation 112 in Table A shall be read and construed as if the second sentence was omitted therefrom.

12.2 Regulation 113 in Table A shall be read and construed as if the words “or of the holders of any class of shares in the Company” were omitted therefrom.


13.1 Every director or other officer or auditor of the Company shall be indemnified out of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, or in connection with any application under section 727 of the Act in which relief is granted to him by the Court, and no director or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Company in the execution of the duties of his office or in relation thereto. But this article shall only have effect in so far as its provisions are not avoided by section 310 of the Act.

13.2 The directors shall have power to purchase and maintain for any director, officer or auditor of the Company insurance against any such liability as is referred to in section 310(1) of the Act.

13.3 Regulation 118 in Table A shall not apply to the Company.


14.1 The directors may from time to time make such rules or bye-laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Company and for the purposes of prescribing the classes of and conditions of membership, and in particular but without prejudice to the generality of the foregoing, they shall by such rules or bye-laws regulate:­
(a) The admission and classification of members of the Company, and the rights and privileges of such members, and the conditions of membership and the terms on which members may resign or have their membership terminated and the entrance fees, subscriptions and other fees or payments to be made by members.
(b) The conduct of members of the Company in relation to one another, and to the Company’s servants.
(c) The setting aside of the whole or any part or parts of the Company’s premises at any particular time or times or for any particular purpose or purposes.
(d) The procedure at general meetings and meetings of the directors and committees of the Company in so far as such procedure is not regulated by these presents.
(e) And, generally, all such matters as are commonly the subject matter of Company rules.

4.2 The Company in general meeting shall have power to alter or repeal the rules or bye-laws and to make additions thereto and the directors shall adopt such means as they deem sufficient to bring to the notice of members of the Company all such rules or bye-laws, which so long as they shall be in force, shall be binding on all members of the Company. Provided, nevertheless, that no rule or bye-law hall be inconsistent with, or shall affect or repeal anything contained in, the Memorandum or Articles of Association of the Company.

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