REVISED MEMORANDUM AND ARTICLES OF ASSOCIATION

OF EDUCATION LAW ASSOCIATION

 

EXPLANATORY NOTES

 

 

INTRODUCTION

 

These notes have been prepared to draw your attention to the most important provisions of the attached revised Memorandum and Articles of Association for Education Law Association (“ELAS”).

 

As you know, the Memorandum deals with the objects and powers of ELAS and questions of liability of its members, while the Articles on the other hand deal with the day to day governance of the Association.   

 

The Memorandum and Articles have been revised to bring ELAS’s constitution up to date with the provisions of the Companies Act 2006 and the Charities Act 2006.  At your request we have also made a number of specific changes to rationalise the unwieldy procedure surrounding elections to the Committee and to remove the unnecessary requirement for an Annual General Meeting.  We have achieved this by:

 

• adding certain provisions to the existing Memorandum;
• introducing a number of new Articles and amending existing Articles to reflect the current law and best practice.

 

The changes we have made are set out in more detail below.  We would be grateful if you could check these changes carefully to ensure they reflect the needs of the charity going forwards. 

 

You will see that we also raise the issue of the governance structure below.  Whether you choose to retain the current structure or opt to change it, it will still be necessary to make a number of changes that will require the consent of the Charity Commission. 

 

 

GOVERNANCE STRUCTURE

 

Although we have made substantial changes to the existing Memorandum and Articles of Association, we have limited our changes to those already discussed with you and summarised above.

 

However, we would also recommend a review of the governance structure.  We note that ELAS has a dual management structure featuring a board of directors and an executive committee (“the Committee”).  With a structure like this it is necessary to carefully define the roles of each body and the limits of responsibility to reflect the statutory duties of directors and trustees on the one hand and delegated subcommittees on the other. 

 

The relationship between the directors and the Committee appears to us to be rather complex.  We cannot tell how this structure works in practice, but it does appear to have potential for confusion, even if, in practice, the directors and Committee members are exactly the same people.  One particular concern we have is that, from a charity law perspective, the structure appears to spread the responsibilities of “trustees” across both groups (directors and members of the Committee).  Under the Charities Act 1993, a trustee is defined as “the persons having the general control and management of the administration of a charity”. 

 

This situation affects, for example, the new clause 5 (see below), which we have modified to take account of the likelihood that, in practice, both directors and executive committee members in this management structure will both carry the duties of being a trustee. 

 

From a company law perspective, the present structure could also result in the executive committee unlawfully assuming the powers/duties of the directors.

 

We would suggest that you consider whether a simplified structure would be more appropriate.  One alternative would be to simply have members and Committee members.  The Committee members would be both “directors” for the purposes of company law and “trustees” for the purposes of charity law and they would have the power to delegate activities (but not the legal responsibilities of directors and trustees) to sub-committees, if necessary.

 

Alternatively, if you wish to retain the current structure, we would strongly recommend that the roles of the directors and the executive committee are more clearly defined in the Memorandum and Articles of Association.

 

 

CHANGES AND KEY PROVISIONS OF THE MEMORANDUM OF ASSOCIATION

 

Administrative changes/housekeeping

Throughout the Memorandum and Articles you will see we have made a number of administrative changes, such as converting “Education Law Association” to “the Charity”.  These changes carry no legal implications and are simply intended to make the provisions easier to read.

 

Objects

The Objects, which are set out in Clause 3.1 of the Memorandum of Association, are the legal purposes of the charity.  They are unchanged. 

 

Powers

Clause 3.2 of the Memorandum contains the powers that the charity may employ to carry out its Objects.  This clause is unchanged.   

 

Note that clause 3.24 is one of the provisions that could have the effect of making Committee members effectively trustees under charity law.  As we have explained above, this is at odds with the role of ELAS directors as trustees and needs to be clarified.

 

Clause 4 is significant because it restricts the use of the charity’s property and income to furthering the charity’s purposes or objects.  It also allows for members, directors and officers to be remunerated for the provision of services (that do not arise out of directorship itself).   We have amended clauses 4.1.2 and 4.6 to reflect the position of Committee members as trustees.  As noted above, such changes will require the consent of the Charity Commission.

 

 

Benefits and conflicts of interest

Clause 5 provides that the charity’s assets may only be applied towards the promotion of the charity’s Objects.  We have inserted this new Clause 5 because charity law imposes tight restrictions on the benefits to members and trustees (for our purposes, trustees are Committee members and directors).  One of the implications of the Companies Act 2006 and the Charities Act 2006, is that charitable companies must have an appropriate mechanism for dealing with real or potential conflicts of interest.  Clause 5 reflects this and will allow ELAS to deal with these issues as and when they arise. 

 

Committee members, directors and persons connected to them may not be employed by the charity.  However, it is permissible for them to be paid for services that are supplied to the charity under certain conditions. These conditions are set out in Clause 4.  However, the decision to allow a Committee member or a director to benefit in this way must be taken independently of the person concerned (who is, for these purposes, a “Conflicted Committee Member” as defined in Article 1.4).  The method of dealing with this conflict of interest is set out in Clause 5.1.  It provides that the Conflicted Committee Member must declare his interest, withdraw from the relevant part of the meeting (and the vote) and not be counted as part of the quorum.  However, Clause 5.2 allows the non-conflicted Committee Members to vote to allow the Conflicted Committee Member to participate in the discussion to the extent described, provided they are quorate without the Conflicted Committee Member.

 

Again, we have drafted this clause to include members, directors, members of the Committee and Connected Persons. 

 

Please also note that, although the Charity Commission regards this clause as uncontroversial, we would advise seeking its consent to adopt this new clause, particularly in light of the shared role of directors and Committee members as trustees.

 

Dissolution

Clause 7 of the Memorandum provides for what happens to the assets of the charity in the event that it is wound-up.  This clause remains unchanged.

 

 

CHANGES AND KEY PROVISIONS OF THE ARTICLES OF ASSOCIATION

 

Definitions

Article 1, entitled “Definitions and Interpretation” contains two new definitions “Conflicted Committee Member” and “Connected Person”, to reflect the new Clause 5 of the Memorandum.

 

 

Members

The provisions concerning members are contained in Article 3.  We have changed Article 3.1 to allow for an unrestricted number of members, although please note that Article 3.4 implies a minimum of number 20.  Please confirm whether this remains appropriate. 

 

You may also wish to consider whether to continue to allow for a large membership whilst preserving the company law power of members to control the charity by means of general meetings and resolutions.  There are alternative membership and election models that we would happily discuss with you if you wish.

 

 

General Meetings

The provisions regarding general meetings are contained in Articles 4-8.  Please check that you are happy with these proposed changes.  As requested, we have removed the requirement for Annual General Meetings.  However, if you wish Committee members to continue to rotate annually, and to be elected by the members, then it will remain necessary to hold at least one members’ meeting a year. 

 

(Note that we have drafted the provisions concerning the rotation of Committee members (Article 9.2.2 below) occur on the first Committee Meeting of the year.)

 

Company law now provides that all members are entitled to appoint a proxy for a general meeting, irrespective of the provisions of the Articles of Association of a charitable company and we have amended Article 5.1 to reflect that.  We have also amended Article 5.1 to reflect the slighter lower threshold of members required to agree to short notice meetings, from 95% to 90%, because we think this may be useful under some circumstances.  However, this is an optional change and you may prefer not to adopt it.

 

For your information, notices of all members’ meetings must prominently state this right to appoint a proxy. Failure to do so will not invalidate resolutions passed in the absence of a notice, but failure to state the right on the notice is a criminal offence by the defaulting directors. The new law extends the rights of a proxy, so that he/she is entitled to attend and speak at general meetings, and also now vote on a show of hands. If any member wishes to appoint a proxy to act on his behalf, he must give 48 hours’ (taking into account only working days) notice, unless the Articles of Association of the charitable company specify a shorter length of time. 

 

Members’ decisions throughout the rest of the year may be taken at general meetings, or alternatively by means of written resolutions.  The law now removes the requirement for unanimity of members for these purposes. The voting thresholds are reduced so that for a written ordinary resolution, a simple majority is required, and for a written special resolution, a majority of 75% of members entitled to vote is required.  These new provisions apply irrespective of the charity’s Articles; nevertheless we consider it good practice to make the effect of the new provisions clear in the Articles and have amended Article 6.9 to reflect this.

 

The Committee

The provisions concerning the Committee are contained in Articles 9-11.  As described above, the members of Committee appear to share their responsibilities as trustees with the directors of ELAS. 

 

We have simplified clause 9.2.2 to make it easier to follow.  However, we have done this by simply removing the provisions relating to rotation in the first few years of the Committee’s existence.  As currently drafted, one-third of the members of the Committee will still resign each year, so that they serve a maximum of three years and may then be re-elected.  If you would prefer that retirement by rotation is removed completely, or that rotation occurs more slowly, please let us know. 

 

We have retained the minimum number of 6 Committee members, please confirm if this remains appropriate (and note that Article 15.2 provides for a quorum of 7 in Committee meetings, unless the Committee has resolved otherwise).

 

Committee members (and directors) may be disqualified or removed from office in accordance with Article 12.

 

Directors

Directors are covered at Articles 13-14.  We have not made changes to these provisions because you have not requested them.  However, it may be productive to consider whether it is necessary to retain the dual management structure, as described above.

 

Electronic communications

The new law allows companies to communicate with their members electronically, either through using email or via the company’s website.  This seems to be an effort to reflect modern business practice in company law. This change may be useful for the charity now, or in future. The ability to communicate official documents electronically will reduce not only paper and postal costs, but will also be a helpful, time-saving device.

 

In order for such electronic communication to be valid, a member must first agree to receive electronic communications generally, and also provide the charity with his email address. The charity can then send him information and documents by email, or alternatively publish such information on its website (again subject to members’ agreement).

 

The key benefit here is that it will enable the electronic circulation of members’ resolutions. This will speed up the decision-making process, and also will facilitate written members’ resolutions.  

 

Article 20 is drafted to allow the delivery of company notices by electronic means to members. 

 

We do not consider that further reference to electronic communication with members is required in the Articles.  However, if the charity wishes to employ electronic communications, the Committee would need to seek permission of all members of the Committee, and make arrangements to obtain their email addresses.  However, note that data protection issues may arise with the storing and use of members’ email addresses.  We would be happy to advise on this if it would be helpful. 

 

 

 

Stone King Sewell LLP

August 2009

 

MEMORANDUM OF ASSOCIATION

COMPANIES ACT 1985 - 2006

 

COMPANY LIMITED BY GUARANTEE

AND NOT HAVING A SHARE CAPITAL

 

MEMORANDUM OF ASSOCIATION OF

 

EDUCATION LAW ASSOCIATION

 

 

1. Name

 

The name of the company is EDUCATION LAW ASSOCIATION.

 

2. Registered Office

 

The registered office of the Charity will be situated in England.

 

3. Objects and Powers

 

3. The Objects for which Education Law Association is established are:

 

1. The promotion of advice and assistance in all areas relating to education whether at pre-school, primary, secondary, further, higher or adult level, the dissemination of information, the advancement of law reform and the administration of justice for the public good.

 

1. To foster the role of the legal process in the promotion of good and efficient education for all.

 

1. To promote and develop expertise in the practice of education law by training and the exchange of information and knowledge.

 

1. To foster and develop co-operation with lawyers practising in related fields.

 

1. To foster and develop co-operation with lawyers practising in the field of education law in other countries and jurisdictions.

 

1. To foster and develop advice work of voluntary organisations who practice in the field of education law.

 

In furtherance of such Objects, but not further or otherwise, the Charity shall have power:

 

3. to cause to be written, and printed or otherwise reproduced and circulated, gratuitously or otherwise, periodicals, magazines, books, leaflets or other documents or films or recorded tapes;

 

3. to organise and hold exhibitions, meetings, lectures, classes, seminars talks, film presentations and courses either alone or with others;

 

3. to foster and undertake research into any aspect of the Objects and its work and to disseminate the results of any such research;

 

3. to co-operate and enter into arrangements with any authorities, national, local or otherwise;

 

3. to accept subscriptions, donations, devises and bequests of, and to purchase, take on lease or in exchange, hire or otherwise acquire and hold, any real or personal estate, maintain and alter any of the same as are necessary for the Objects and (subject to such consents as may be required by law) sell, lease or otherwise dispose of or mortgage any such real or personal estate;

 

3. to issue appeals, hold public meetings and take such other steps as may required for the purpose of procuring contributions to the funds of the Charity in the shape of donations, subscriptions or otherwise;

 

3. to maintain a library accessible to members of the public;

 

3. to grant scholarships bursaries or exhibitions or to make other grants to persons undertaking study or work or research which falls within the Objects;

 

3. to draw, make, accept, indorse, discount, execute and issue promissory notes, bills, cheques and other instruments, and to operate bank accounts;

 

3. to borrow or raise money for the Objects, on such terms and (with such consents as are required by law) on such security as may be thought fit;

 

3. to take and accept any gift of money, property or other assets, whether subject to any special trust or not, for any one or more of the Objects;

 

3.  
   1. subject to paragraph 3.13.2 below to invest the money of the Charity not immediately required for its Objects in or on such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as provided below;

 

1. not to invest in any company whose activities (however small) conflict with the ideals and aspirations of the Charity and its supporters;

 

3. to make any charitable or other donation either in cash or assets for the furtherance of the Objects;

 

3. to establish and support any charitable or other association or body and to subscribe or guarantee money for purposes calculated to further the Objects;

 

3. to employ and pay any person or persons to supervise, organise, carry on the work of and advise the Charity;

 

3. to insure and arrange insurance cover for, and to indemnify its officers, servants and voluntary workers and those of its members from and against, all such risks incurred in the course of the performance of their duties as may be thought fit;

 

3. subjects to provisions of clause 4 to pay reasonable annual sums or premiums for or towards the provision of pensions for officers or servants for the time being of the Charity or their dependants;

 

3. to amalgamate with any companies, institutions, societies or associations which have Objects altogether or mainly similar to those of the Charity and prohibit the payment of any dividend or profit to, and the distribution of any of their assets amongst, their members at least to the same extent as such payments or distributions are prohibited in the case of members of the Charity by this Memorandum of Association;

 

3. to pay out of the funds of the Charity the costs, charges and expenses of and incidental to the formation and registration of the Charity as a company limited by guarantee;

 

3. to establish where necessary local branches (whether autonomous or not);

 

3. to do all such other lawful things as shall further the above Objects or any of them;

 

3. not to engage in any political activity;

 

3. in case the Charity shall take or hold any property subject to the jurisdiction of the Charity Commission, the Charity 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 management committee of the Charity shall be chargeable for any such property that may come into its hands and shall be answerable and accountable for its own acts, receipts, neglects and defaults, and for the due administration of such property in the same manner and to the same extent as it as such management committee would have been if no incorporation had been effected, and the incorporation of the Charity shall not diminish or impair any control or authority exercisable by the Chancery Division of the High Court of Justice or the Charity Commissioners over such management committee but it shall as regards any such property be subject jointly and separately to such control or authority as if the Charity were not incorporated.

 

PROVIDED THAT

 

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

 

3. the Objects shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers.

 

4. Application of Income and Property

 

The income and property of the Charity shall be applied solely towards the promotion of its Objects and no portion of such income and property shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to members of the Charity and no director shall be appointed to any office of the Charity paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from the Charity provided that nothing shall prevent any payment in good faith by the Charity

 

4.  
   1. except as provided in 4.12 of reasonable and proper remuneration to any member, officer or servant of the Charity not being a director for any services rendered to the Charity;

 

1. directors and Committee members may be paid reasonable and proper remuneration for services rendered to the Charity provided that the services do not arise out of their directorship or membership of the Committee.

 

4. of interest on money lent by any member of the Charity or of its board of directors at a rate per year not exceeding 2% less than the base lending rate prescribed for the time being by a clearing bank selected by directors or 3% whichever is the greater;

 

4. of reasonable and proper rent for premises demised or let by any member of the Charity or of its board of directors;

 

4. of fees, remuneration or other benefit in money or money’s worth to a company of which a director may be a member holding not more than one one-hundredth part of the capital of that company;

 

4. of proper professional fees as solicitors or other professional advisers in respect of services rendered to the Charity of a firm in respect of which a member or director is a partner, employee or consultant;

 

4. to any member, member of the Committee or director of out of pocket expenses.

 

5           Benefits and conflicts for members, directors and Committee members

 

5.1     The property and funds of the Charity must be used only for promoting the Objects and do not belong to the members but:

 

5.1.1    members who are not directors or Committee members may be employed by or enter into contracts with the Charity and receive reasonable payment for goods or services supplied; and

 

subject to compliance with clause 5.4:

 

5.1.2    members, directors, Committee members and Connected Persons may be paid interest at a reasonable rate on money lent to the Charity;

 

5.1.3    members, directors, Committee members and Connected Persons may be paid a reasonable rent or hiring fee for property let or hired to the Charity; and

 

5.1.4    Individual members, directors, Committee members and Connected Persons who are beneficiaries may receive charitable benefits in that capacity.

 

5.2     A director or Committee member must not receive any payment of money or other material benefit (whether directly or indirectly) from the Charity except:

 

5.2.1   as mentioned in clauses 3.17, 3.18, 5.1.2, 5.1.3, 5.1.4, or 5.3;

 

5.2.2    reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred in running the Charity;

 

5.2.3    an indemnity in respect of any liabilities properly incurred in running the Charity (including the costs of a successful defence to criminal proceedings);

 

5.2.4    payment to any company in which a member, director, Committee member or a Connected Person has no more than a one per cent shareholding; or

 

5.2.5    in exceptional cases, other payments or benefits (but only with the written consent of the Charity Commission in advance and subject, where required by the Act, to the approval or affirmation of the members).

 

5.3     No director, Committee member or Connected Person may be employed by the Charity except in accordance with clause 5.2.5, but any director, Committee member or Connected Person may enter into a written contract with the Charity (stating the maximum to be paid), to supply goods or services as permitted by the Charities Act in return for a payment or other material benefit but only if:

 

5.3.1    the goods or services are actually required by the Charity, and the Committee members decide that it is in the best interests of the Charity to enter into such a contract;

 

5.3.2    the nature and level of the remuneration is no more than is reasonable in relation to the value of the goods or services and is set in accordance with the procedure in clause 5.4; and

 

5.3.3    no more than one third of the Committee members are subject to such a contract in any financial year.

 

 

5.4     Subject to clause 5.5, any Committee member who becomes a Conflicted Committee member in relation to any matter must:

 

5.4.1    declare the nature and extent of his or her interest at or before discussion begins on the matter;

 

5.4.2    withdraw from the meeting for that item after providing any information requested by the Committee members;

 

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

 

5.4.4   be absent during the vote and have no vote on the matter.

 

5.5     When any Committee member is a Conflicted Committee member, the Committee members who are not Conflicted Committee members, if they form a quorum without counting the Conflicted Committee member and are satisfied that it is in the best interests of the Charity to do so, may by resolution passed in the absence of the Conflicted Committee member authorise the Conflicted Committee member, notwithstanding any conflict of interest or duty which has arisen or may arise for the Conflicted Committee member:

 

5.5.1    to continue to participate in discussions leading to the making of a decision and or to vote, or

 

5.5.2    to disclose information confidential to the Charity to a third party, or

 

5.5.3    to take any other action not otherwise authorised which does not involve the receipt by the Conflicted Committee member or a Connected Person of any payment or material benefit from the Charity, or to refrain from taking any step required to remove the conflict.

 

5.6     A Conflicted Committee member who obtains (other than through his position as Committee member) information that is confidential to a third party, shall not be in breach of his or her duties to the Charity if he or she declares the conflict in accordance with clause 5.4 and then withholds such confidential information from the Charity.

 

5.7     For any transaction or arrangement authorised under clauses 3.17, 3.18, 5.1.2 to 5.1.4, 5.2 and 5.3, the Committee member’s duty under the Act to avoid a conflict of interest with the Charity shall be disapplied provided the relevant provisions of clause 5.4 have been followed.

 

 

5. Limited Liability

 

The liability of the members is limited.

 

6. Contribution to Assets of the Charity

 

Every member of the Charity undertakes to contribute to the assets of the Charity, in the event of the same being wound-up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Charity 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, such amount as may be required not exceeding one pound.

 

7. Surplus Assets

 

If on the winding-up or dissolution of the Charity there remains, after the satisfaction of all its debts and liabilities any property whatever, the same shall not be paid to or distributed among the members of the Charity, but shall be given or transferred to some other charitable institution or institutions having objects similar to the Objects of the Charity, and which shall prohibit the distribution of its or their income and property to an extent at least as great as is imposed on the Charity under or by virtue of clause 4, such institution or institutions to be determined by the members of the Charity at or before the time of dissolution, and insofar as effect cannot be given to such provision, then to some other charitable object.

 

We, the subscribers to this Memorandum of Association, wish to be formed into a company pursuant to this Memorandum.

 

 

 

(signatures, addresses and description of subscribers to Memorandum)

 

ARTICLES OF ASSOCIATION

COMPANIES ACT 1985 - 2006

 

COMPANY LIMITED BY GUARANTEE

AND NOT HAVING A SHARE CAPITAL

 

ARTICLES OF ASSOCIATION OF

 

EDUCATION LAW ASSOCIATION

 

 

1. Definitions and Interpretation

 

In these Articles and the Memorandum of Association:

 

1. “the Act” means the Companies Act 2006;

 

1. “the Charity” means Education Law Association

 

1. “Committee” means the executive committee of the Charity;

 

1. “Conflicted Committee member” means a Committee member in respect of whom a conflict of interest arises or may reasonably arise because the Conflicted Committee member or a Connected Person stands to receive a benefit from the Charity, or has some separate interest or duty in a matter to be decided, or in relation to information which is confidential to the Charity;

 

1. “Connected Person” means, in relation to a Committee member, a person connected with a Committee member within the meaning of the Act or a person connected with a Charity Trustee or a trustee for a charity within the meaning of the Charities Act 2006;

 

1. “the seal” means the common seal of the Charity, if there is one;

 

1. “Secretary” means any person appointed to perform the duties of secretary of the Charity;

 

1. “the United Kingdom” means Great Britain and Northern Ireland;

 

1. Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form;

 

1. Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Act or any statutory modification of the Act in force at the date at which these Articles become binding on the Charity.

 

2. Objects

 

The Charity is established for the Objects expressed in the Memorandum of Association.

 

3. Members
   3. The number of members of the Charity shall be unrestricted.

 

3. The subscribers to the Memorandum of Association and such other persons as the directors shall admit to membership shall at all times permanently reside within the United Kingdom.

 

3. An application for membership may be approved or rejected by the Committee.  A majority of members shall at all times permanently reside within the United Kingdom.

 

3. Unless the Committee or the Charity in general meeting shall make other provision pursuant to the powers contained in Article 22, the Committee may in its absolute discretion permit any member of the Charity to retire provided that after such retirement the number of members is not less than 20 of whom a majority permanently reside in the United Kingdom.

 

4. General Meetings

 

4. Education Law Association shall each year hold such general meetings and at such time and place as the Committee shall appoint. 

 

4. The directors may, whenever they think fit, convene a general meeting, and general meetings shall also be convened on the requisition of one tenth of the total number of members having voting rights to the nearest whole number.  For example, if there are seven members one member may requisition a general meeting.  If at any time there are not within the United Kingdom sufficient directors to form a quorum, one director may convene a general meeting in the same manner as nearly as possible as that in which meetings may be convened by the directors.

 

5. Notice of General Meetings

 

5. General meetings shall be called by at least 14 days’ notice in writing.  The notice shall be exclusive of the day on which it is served or deemed to be served and of the day of the meeting and shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business sand shall be given, in manner mentioned below or in such other manner, if any, as may be prescribed by the Charity in general meeting, to such persons as are, under the Articles of the Charity, entitled to receive such notices from the Charity provided that a meeting of the Charity shall, notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed by a majority of the members having a right to attend and vote at the meeting, being a majority together representing not less than 90% of the total voting rights at that meeting of all the members.  The notice shall also note the right of every member to appoint a proxy.

 

5. The accidental omission to give notice of a meeting to , or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

 

6. Proceedings at General Meetings

 

6. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.  The lesser of one half of the membership of the Charity or twenty members present in person shall be a quorum.  If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved; in any other case it shall be 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;

 

6. The Chairman, if any, of the directors shall chair every general meeting of the Charity, or if there is no such chairman, or if he shall not be present within 15 minutes after the time appointed for the holding of the meeting or is unwilling to act, the members present shall elect one of their number to chair the meeting;

 

6. 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 the business left unfinished at the meeting from which the adjournment took place.  When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.  Otherwise it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting;

 

6. 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 on the declaration of the result of the show of hands) demanded:

 

6.4.1   by the chairman; or

 

6.4.2   by at least 5 members present; or

 

6.4.3   by any member or members present in person and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting;

 

6. Unless a poll is so demanded, a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the minutes of proceedings of the Charity shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution;

 

6. The demand for a poll may be withdrawn.

 

6. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to a second or casting vote;

 

6. A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken immediately.  A poll demanded on any other question shall be taken at such time and in such manner as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may proceed pending the taking of the poll.  The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

 

6. A written ordinary resolution signed by a simple majority of those entitled to vote at a general meeting is as valid as a resolution actually passed at a general meeting.  A written special resolution signed by 75% of those entitled to vote at a general meeting is as valid as a resolution actually passed at a general meeting. For the purpose of this Article 6.9 a written resolution may be set out in more than one document.

 

 

7. Votes of members

 

7. Every member shall have one vote;

 

7. No member shall be entitled to vote any general meeting unless all money presently payable by him to the Charity has been paid.

 

8. Organisations Acting by Representatives at Meetings

 

Any organisation which is a member of the Charity may by resolution of its committee or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Charity, and the person so authorised shall be entitled to exercise the same powers o behalf of the organisation which he represents as that organisation could exercise if it were an individual member of the Charity.

 

9. The Committee

 

9.  
   1. The maximum and minimum number of the Committee shall be determined by the Charity in general meeting, but unless and until so fixed there shall be no maximum number and the minimum number of the Committee shall be 6.

 

1. It is intended that 12 Committee members shall be elected at the first general meeting.

 

9.  
   1. Subject to 9.5 below the Committee shall be elected by the members at a general meeting of the Charity and shall serve for a maximum period of three years.

 

1. One-third (or the number nearest one-third) of the Committee members must retire at the first Committee Meeting of the year, with those longest in office retiring first and the choice between any of equal service being made by drawing lots.

 

1. A Committee member shall be eligible for re-election.

 

9. The Committee shall:

 

1. exercise such functions and carry out such duties as the directors delegate to it

 

1. cause a written report of the activities and accounts of expenditure in the preceding 12 months to be delivered to each member and director as frequently as those bodies demand and in any event annually

 

9. The Committee members shall be paid all reasonable expense properly incurred by them in attending and returning from Committee meetings or general meetings of the Charity or in connection with the business of the Charity.

 

9. Committee members shall be directors of the Charity but no decision of the Committee shall be invalidated solely by reason of default in appointment as directors of one or more Committee members.

 

9. The Committee may from time to time co-opt members of the Charity to the Committee whether to fill a casual vacancy or otherwise provided that such co-opted member shall not have a vote.

 

10. Borrowing Powers

 

The Committee may exercise all the powers of the Charity to borrow money, and to mortgage or charge the whole or any part of its undertaking and property and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the Charity or of any third party.

 

11. Powers and Duties of the Committee

 

11. The business of the Charity shall be managed by the Committee who may pay all expenses incurred in the formation of the Charity, and may exercise all such powers of the Charity as are not required to be exercised by the Charity in general meeting.  Any such requirement may be imposed either by the Act or by these Articles or by any regulation made by the Charity in general meeting; but no such regulation shall invalidate any prior act of the Committee which would have been valid if that regulation had not been made.

 

11. The Committee shall cause minutes to be made.

 

1. of all board and Committee meetings;

 

1. of all appointments of officers made by the directors;

 

1. of the names of the directors and committee members present at each directors and Committee meeting;

 

1. of all resolutions and proceedings at all meetings of the Charity.

 

12. Disqualification of directors and Committee members

 

12. The office of director or Committee member and Secretary shall be vacated if the individual:

 

1. becomes bankrupt or makes any arrangement or composition with his creditors generally, or

 

1. is removed from office under Section 303 of the Act or by Extraordinary Resolution of the Charity, or

 

1. becomes incapable by reason of mental disorder, illness or injury of managing and administering his property and affairs, or;

 

1. resigns his office by written notice to the Charity; or

 

1. is directly or indirectly interested in any contract with the Charity and fails to declare the nature of his interest as require by Section 317 of the Act and these Articles.

 

1. completes his term of the office; or

 

1. ceases for any other reason to be a committee member.

 

12. Neither a director nor a committee member shall vote in respect of any contract in which he is interested or any matter arising out of it, and, if he does so vote, his vote shall not be counted.

 

13. Election of directors

 

13. At the first Annual General Meeting of the Charity all directors shall retire from office.

 

13. A retiring director shall be eligible for re-election.

 

13. The directors shall have power at any time to appoint any committee member to be a director, either to fill a casual vacancy or as an addition to the existing directors but so that the total number of directors shall not at any time exceed 15 of whom a majority are permanently resident within the United Kingdom.

 

13. Education Law Association may by ordinary resolution, of which special notice has been given in accordance with Section 303 of the Act, remove any director before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Charity and such member. The Charity may by ordinary resolution appoint another person in place of a director removed under this Article.

 

14. Proceedings of directors

 

14. The directors may meet together for the despatch of statutory business, adjourn, and otherwise regulate their meetings, as they think fit.  Questions arising at any such meeting shall be decided by a majority of votes.  In the case of an equality of votes the Chairman shall have a second or casting vote.  A director may, and the Secretary on the requisition of a director shall at any time summon a meeting of the directors.  It shall not be necessary to give notice of a meeting of directors to any director for the time being absent from the United Kingdom unless that director permanently resides out of the United Kingdom when notice shall be given save in the case of emergency.

 

14. The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall be 2.

 

14. The continuing directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to the Articles of the Charity as the necessary quorum of directors, the continuing directors or director may act for the purpose of increasing the number of directors to that number, or of summoning a general Meeting of the Charity, but for no other purpose.

 

14. The directors may elect a chairman of their meetings and determine the period for which he is to hold office; but, if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the directors present may choose one of their number to be chairman of the meeting.

 

14. The directors may delegate any of their powers to the Committee as they think fit.  The Committee shall in the exercise of the powers so delegated conform with any regulations that may be imposed on it by the directors.

 

15. Proceedings of the Committee

 

15. The Committee may meet together for the dispatch of business, adjourn and otherwise regulate its meetings, as it thinks fit.  Questions arising at any meeting shall be decided by a majority of votes.  In the case of an equality of votes the chairman shall have a second or casting vote.  A Committee member may, and the Secretary on the request of a Committee member shall, at any time summon a Committee meeting.  It shall not be necessary to give notice of a Committee meeting to any members for the time being absent from the United Kingdom.

 

15. The quorum necessary for the transaction of the business of the Committee may be fixed by the Committee and, unless so fixed, shall be 7.

 

15. The Committee may act notwithstanding any vacancy in its body, but, if and so long as its number is reduced below the number fixed by or pursuant to the Articles of the Charity as the necessary quorum of members, the Committee may act for the purpose of increasing the number of members to that number, or of summoning a general meeting of the Charity, but for no other purpose.

 

15. The Committee may elect a chairman of its meetings and determine the period for which he is to hold office, but, if no such chairman is elected, or if at any meeting the chairman is not present within 15 minutes after the time appointed for holding the same, the Committee members present may choose one of their number to chair the meeting.

 

15. The Committee may delegate any of its powers to sub-committees consisting of such persons as it thinks fit; any sub-committee so formed shall conform to any regulations that may be imposed on it by the Committee and shall report all acts and proceedings to the Committee as soon as is reasonably practicable.

 

15. A sub-committee may elect a chairman of its meetings; if no such chairman is elected, or, if at any meeting the chairman is not present within 5 minutes after the time appointed for holding the same, the members present may choose one of their number to chair the meeting.

 

15. A sub-committee may meet and adjourn as it thinks proper.  Questions arising at any meeting shall be determined by a majority of votes of the members present, an in the case of an equality of votes the chairman shall have a second or casting vote.

 

15. All acts done by any meeting of the Committee or of a sub-committee, or by any person acting as a Committee member, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such member or person acting as a member, or that they or any of them were, disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Committee member.

 

15. A resolution in writing, signed by all the Committee members entitled to receive notice of a Committee meeting, shall be as valid and effectual as if it had been passed at a Committee meeting duly convened and held, and may consist of several documents in like form each signed by one or more Committee members.

 

16. Secretary

 

16.1    Subject to Section 293 of the Act, the Secretary shall be appointed by the Committee for such term at such remuneration and on such conditions as the Committee may think fit; and any Secretary so appointed may be removed by it.

 

16.2    A provision of the Act or these Articles requiring or authorising a thing to be done by or to a director and the Secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the Secretary.

 

17. The Seal

 

The Committee shall provide for the safe custody of the seal, which shall be used only by the authority of the directors or the Committee, and every instrument to which the seal shall be affixed shall be signed by a Committee member and shall be countersigned by the Secretary or by some other person appointed by the directors for this purpose.

 

18. Accounts

 

18.1    The Committee shall cause accounting records to be kept in accordance with Sections 221 and 222 of the Act;

 

18.2    The accounting records shall be kept at the registered office of the Charity or, subject to Section 227 of the Act, at such other place or places as the Committee thinks fit, and shall always be open to the inspection of the officers and members of the Charity.

 

18.3    The Committee shall form time to time in accordance with Sections 238 to 242 of the Act cause to be prepared and to be laid before the Charity in general meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are referred to in those Sections;

 

18.4    A copy of ever balance sheet (including every document required by law to be annexed to it) which is to be laid before the Charity in general meeting, together with a copy of the auditor’s report, and the directors’ and Committee’s report, shall not less than 21 days before the date of the meeting be sent to every member of, and every holder of debentures of, the Charity provided that his Article shall not require a copy of those documents to be sent to any person of whose address the Charity is not aware or to more than one of the joint holders of any debentures.

 

19. Audit

 

Auditors shall be appointed and their duties regulated in accordance with Sections 384 to 392 of the Act.

 

20. Notices

 

20.1    Notices under these Articles may be sent by hand, or by post or by suitable electronic means.

 

20.2    Subject to 20.4 below the only postal address at which a member is entitled to receive notices is the address shown in the register of members.

 

20.3    Notice of every general meeting shall be given in any manner authorised by these Articles to the members, directors, Committee members and the auditors for the time being.

 

20.4    A member whose registered address is not within the United Kingdom and who gives to the Charity an address within the United Kingdom at which notices may be given to him or her shall be entitled to have notices given to him or her at that address but otherwise no such member shall be entitled to receive any notice from the Charity. 

 

20.5    Any notice given in accordance with these Articles is to be treated for all purposes as having been received:

 

20.5.1    24 hours after being sent by electronic means or delivered by hand to the relevant address;

 

20.5.2    2 clear days after being sent by first class post to that address;

 

20.5.3    3 clear days after being sent by post to that address;

 

20.5.4    on being handed to the member personally or if earlier; or

 

20.5.5    as soon as the member acknowledges actual receipt.

 

20.6    A technical defect in the giving of notice of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting.

 

 

21. Dissolution

 

Clause 7 of the Memorandum of Association relating to the winding-up and dissolution of the Charity shall have effect as if its provisions were repeated in these Articles.

 

22. Rules or Bye-laws

 

22. The Committee may from time to time make such rules or bye-laws as it may deem necessary or convenient for the proper conduct and management of the Charity, and for the purposes of prescribing classes of and conditions of membership and in particular but without prejudice to the generality of the above, it may by such rules or bye-laws regulate:

 

1. the admission and classification of members of the Charity, 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;

 

1. the conduct of members of the Charity in relation to one another, and to the Charity’s employees;

 

1. the setting aside of the whole or any part or parts of the Charity’s premises at any particular time or times or for any particular purpose or purposes;

 

1. the procedure at general meetings and meetings of the Committee insofar as such procedure is not regulated by these Articles; and

 

1. the calling of non statutory meetings of the members of the Charity;

 

1. the appointment of co-opted Committee members;

 

1. generally all such matters as are commonly the subject matter of rules of a non profit making association.

 

22. Education Law Association in general meeting shall have power to alter or repeal the rules or bye-laws and to make additions to them, and the Committee shall adopt such means as it deems sufficient to bring to the notice of members of the Charity all such rules or bye-laws, which so long as they shall be in force, shall be binding on all members of the Charity provided nevertheless that no rule or bye-law shall be inconsistent with, or shall affect or repeal anything contained in, the Memorandum or Articles of Association of the Charity.

 

23. Headings

 

The headings in these Articles shall not be taken as part of them or in any manner affect the interpretation or construction of the same.

 

 

 

 

 

(signatures, addresses and description of subscribers to Articles)