Update to the governing document of ELAS
WRITTEN SPECIAL RESOLUTION
1. That Education Law Association’s Articles of Association be amended by deleting all the provisions of Education Law Association’s Memorandum of Association (which, by virtue of section 28 Companies Act 2006, are to be treated as provisions of Education Law Association’s Articles of Association); and
2. That the regulations contained in the document produced to the meeting and for the purposes of identification initialled by the Chairman thereof be approved and adopted as the Articles of Association of Education Law Association in substitution for and to the exclusion of the existing Articles of Association.
Below are Explanatory Notes on (and full text of) the proposed amended Articles.
DRAFT 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 draft Articles of Association for the Education Law Association (“ELAS”).
CHANGES AND KEY PROVISIONS OF THE ARTICLES OF ASSOCIATION
Objects
The Objects, which are set out in Article 3, are the legal purposes of the charity. They are unchanged.
Powers
Article 4 contains the powers that the charity may employ to carry out its Objects. These provisions are adapted from our model Articles and contain the wide variety of powers we believe ELAS needs. However, we would be grateful if you could please read this Article carefully and let us know if you can think of any others.
Note that Article 4.21 allows ELAS to provide indemnity insurance to Directors. This Article reflects the statutory power of charity trustees to insure themselves (within certain limits).
Application on Income and Property
Article 5 restricts the use of the charity’s property and income to furthering the charity’s purposes or objects. It allows for Members, Directors and officers to be remunerated for the provision of services (that do not arise out of Directorship itself). Although we have not substantially changed these provisions, we have amended them to reflect the merged Director role.
Conflicts of interest
As described, Article 5 provides that the charity’s assets may only be applied towards the promotion of the charity’s Objects. Article 6 is required because charity law imposes tight restrictions on the benefits to members and directors (trustees). 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. Article 6 reflects this and will allow ELAS to deal with these issues as and when they arise.
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 Articles 5 and 6. The decision to allow a Director to benefit in this way must be taken independently of the person concerned (who is, for these purposes, a “Conflicted Director” as defined in Article 20.1). The method of dealing with this conflict of interest is set out in Article 6.1. It provides that the Conflicted Director 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, Article 6.2 allows the non-conflicted Directors to vote to allow the Conflicted Director to participate in the discussion to the extent described, provided they are quorate without him or her.
Please note that, although the Charity Commission regards the contents of Article 6 Article as uncontroversial, it is possible that they might raise questions on this Article and on Article 6, in light of the merged Director role.
Members
The provisions concerning members are contained in Article 7. Article 7.1 allows an unlimited number of Members, which can be individuals or organisations (your note of 22 October asks about the possibility of having member organisations, which this provision allows).
Note that Article 7.4 allows for differing classes of Membership, so that Directors can establish a wide, public class of membership (for example to raise subscription revenue) and another, more restricted class having the legal rights and responsibilities of members under company law (including control ELAS by means of attendance and voting at general meetings).
Article 7.5 specifies the conditions under which membership may be terminated; please check this and confirm if you are happy with this.
General meetings (or Members’ meetings)
The provisions regarding Members’ meetings are contained in Articles 8. Please check that you are happy with these provisions. As requested, we have removed the requirement for Annual General Meetings. However, note that if you wish a proportion of the Directors to retire each year (see Article 9.5), and to be elected by the Members (Article 9.3), then it will remain necessary to hold at least one Members’ meeting a year, perhaps tagged onto the first Directors’ meeting of the year.
Please check all these provisions to ensure you are happy with them. You may wish, in particular, to check the quorum defined at Article 8.2.
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 drafted Article 8.1 to reflect that.
Notice
Article 8.1 reflects the 14 days’ notice generally required for Members’ meetings. Please note that a longer notice will be required if the removal of a Director is on the agenda. Shorter notice for a Member’s meeting with routine business may be agreed by 90% of the Members.
For your information, notices of all Members’ meetings must 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’ Resolutions
Members’ decisions throughout the rest of the year may be taken at Members’ 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 drafted Article 8.5 to reflect this.
The Directors
The provisions concerning the Directors are contained in Articles 9-11. Given the merged director/member of council roles, we would be grateful if you could check these carefully; in particular you will see that Article 9.2 provides minimum and maximum numbers of Directors (see also Article 9.8.5).
Article 10.2 specifies a quorum of three Directors. Article 11.2 provides that Directors appoint the Chairman and other officers of ELAS (see point 6 of your note of 22 October).
Electronic communications
Article 10.3 allows Directors’ meetings to be held in a variety of ways that ELAS may find convenient. Point 2 on your note of 22 October refers to Directors’ votes. The Directors may agree to communicate by email and may take decisions electronically, provided such decisions are properly recorded. This Article and Article 13 also relate to the point raised in point 3 your note of 22 October. You may find the following explanation of the electronic communications provisions helpful.
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 ELAS 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.
Emails
A company may only send a document by email to a member who has agreed to it - and only to an email address that the member has specified for that purpose. Whilst there is nothing in the law to specify by what means you ask members to agree, if you do not receive a response, you must assume they require a hard copy.
Websites
As discussed, you might also make documents available via your website and there the position is slightly different. You can only send information to a member via a website if the person has agreed to it, or is deemed to have agreed to it. A member is deemed to have agreed if the company's articles already provide for the possibility (as here).
If you do opt for the website alternative, it is still necessary to notify members of the presence of the information on the website. In practice, therefore, the website option is particularly convenient when there are a great many documents or they are very large.
Note that data protection issues may arise with the storing and use of email addresses. We would be happy to advise on this if it would be helpful.
Stone King Sewell LLP
November 2009
_______________________________________________________________________________________________
THE COMPANIES ACTS 1985 - 2006
ARTICLES OF ASSOCIATION
OF
EDUCATION LAW ASSOCIATION
Incorporated on 18 August 1992
Company Number: 02740840
Charity Number: 1053614
BATH * LONDON * CIRENCESTER * CAMBRIDGE
_______________________________________________________________________________________________
THE COMPANIES ACTS 1985 - 2006
COMPANY NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
OF
EDUCATION LAW ASSOCIATION
1. The name of the Company is Education Law Association (“ELAS”).
2. The Registered Office of ELAS is to be situated in England and Wales.
3. Objects
The Objects for which ELAS is established are as follows:-
3.1 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.
3.2 To foster the role of the legal process in the promotion of good and efficient education for all.
3.3 To promote and develop expertise in the practice of education law by training and the exchange of information and knowledge.
3.4 To foster and develop co-operation with lawyers practising in related fields.
3.5 To foster and develop co-operation with lawyers practising in the field of education law in other countries and jurisdictions.
3.6 To foster and develop advice work of voluntary organisations who practice in the field of education law.
4. Powers
In furtherance of the Objects but not otherwise ELAS shall have power:-
4.1 to print, publish, issue, distribute and commission papers, periodicals, books, circulars, pamphlets, leaflets, journals, films, tapes and other instructional matter on any media;
4.2 to organise and hold meetings, exhibitions, lectures, classes, seminars, talks, film presentations and courses, either alone or with others;
4.3 to promote or carry out research surveys, studies or other work, making the useful results available;
4.4 to provide advice;
4.5 to advertise in such manner as may be thought expedient;
4.6 to co-operate with other bodies;
4.7 to support, administer or set up other charities;
4.8 to establish charitable trusts for any particular purposes of ELAS, to act as trustees of such special charitable trust whether established by ELAS or otherwise and generally to undertake and execute any charitable trust which may lawfully be undertaken by ELAS and may be conducive to its Objects;
4.9 to carry on trade in the course of carrying out the Objects;
4.10 to receive and administer bequests and donations;
4.11 to borrow money and give security for loans (but only in accordance with the restrictions imposed by the Charities Act);
4.12 to acquire or hire property of any kind;
4.13 to let or dispose of property of any kind (but only in accordance with the restrictions imposed by the Charities Act);
4.14 to make grants or loans of money and to give guarantees provided that where any payment is made to the treasurer or other proper official of a charity the receipt of such treasurer or official shall be a complete discharge to the Directors;
4.15 to set aside funds for special purposes or as reserves against future expenditure;
4.16 to deposit or invest in funds in any manner (but to invest only after obtaining such advice from a Financial Expert as the Directors consider necessary and having regard to the suitability of investments and the need for diversification) provided that ELAS shall have power to retain any investments donated to it;
4.17 to delegate the management of investments to a financial expert, but only on terms that:
4.17.1 the investment policy is set down in Writing for the Financial Expert by the Directors;
4.17.2 timely reports of all transactions are provided to the Directors;
4.17.3 the performance of the investments is reviewed regularly with the Directors;
4.17.4 the Directors are entitled to cancel the delegation arrangement at any time;
4.17.5 the investment policy and the delegation arrangement are reviewed at least once a year;
4.17.6 all payments due to the financial expert are on a scale or at a level which is agreed in advance and are notified promptly to the Directors on receipt;
4.17.7 the financial expert must not do anything outside the powers of the Directors;
4.18 to arrange for investments or other property of ELAS to be held in the name of a nominee company acting under the direction of the Directors or controlled by a financial expert acting under their instructions and to pay any reasonable fee required;
4.19 to deposit documents and physical assets with a company registered or having a place of business in England or Wales as custodian, and to pay any reasonable fee required;
4.20 to insure the property of ELAS against any foreseeable risk and take out other insurance policies to protect ELAS when required;
4.21 to provide indemnity insurance for the Directors or any other officer of ELAS in relation to any such liability as is mentioned in Article 4.22, but subject to the restrictions specified in Article 4.23 of this Article;
4.22 The liabilities referred to in Article 4.21 are:
4.22.1 any liability that by virtue of any rule of law would otherwise attach to a director of a company in respect of any negligence, default breach of duty or breach of trust of which he or she may be guilty in relation to ELAS;
4.22.2 the liability to make a contribution to ELAS's assets as specified in section 214 of the Insolvency Act 1986 (wrongful trading);
4.23 The following liabilities are excluded from Article 4.22.1:
4.23.1 fines;
4.23.2 costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud, dishonesty or wilful or reckless misconduct of the Director or other officer;
4.23.3 liabilities to ELAS that result from conduct that the Director or other officer knew or must be assumed to have known was not in the best interests of ELAS or about which the person concerned did not care whether it was in the best interests of ELAS or not;
4.24 There is excluded from Article 4.22.2
any liability to make such a contribution where the basis of the Director's liability is his or her knowledge prior to the insolvent liquidation of ELAS (or reckless failure to acquire that knowledge) that there was no reasonable prospect that ELAS would avoid going into insolvent liquidation;
4.25 subject to Article 5 to employ paid or unpaid agents staff or advisers;
4.26 to enter into contracts to provide services to or on behalf of other bodies;
4.27 to establish or acquire subsidiary companies; and
4.28 to do anything else within the law which promotes or helps to promote the Objects.
5 Application of income and property
The income and property of ELAS shall be applied solely towards the promotion of its Objects as set forth in these Articles 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 ELAS and no Director shall be appointed to any office of ELAS paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from ELAS provided that nothing shall prevent any payment in good faith by ELAS
5.1 except as provided in 5.1.1 of reasonable and proper remuneration to any Member, officer or servant of ELAS not being a Director for any services rendered to ELAS;
5.1.1 a Director may be paid reasonable and proper remuneration for services rendered to ELAS provided that the services do not arise out of the directorship;
5.2 of interest on money lent by any Member of ELAS 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 the Directors or 3% whichever is the greater;
5.3 of reasonable and proper rent for premises demised or let by any Member of ELAS or of its board of Directors;
5.4 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;
5.5 of proper professional fees as solicitors or other professional advisers in respect of services rendered to ELAS of a firm in respect of which a Member or Director is a partner, employee or consultant;
5.6 to any Member or Director of out of pocket expenses.
6 Conflicts of interest
Subject to Article 6.2, any Director who becomes a Conflicted Director in relation to any matter must:
6.1.1 declare an interest at or before discussion begins on the matter;
6.1.2 withdraw from the meeting for that item unless expressly invited to remain in order to provide information;
6.1.3 not be counted in the quorum for that part of the meeting; and
6.1.4 withdraw during the vote and have no vote on the matter.
6.2 When any Director is a Conflicted Director, the Directors present at a meeting who are not Conflicted Directors, if they form a quorum without counting the Conflicted Director and are satisfied that it is in the best interests of ELAS to do so, may by resolution passed in the absence of the Conflicted Director authorise the Conflicted Director, notwithstanding any conflict of interest or duty which has arisen or may arise for the Conflicted Director:
6.2.1 to continue to participate in discussions leading to the making of a decision and/or to vote, or
6.2.2 to disclose information confidential to ELAS to a third party, or
6.2.3 to take any other action not otherwise authorised which does not involve the receipt by the Conflicted Director or a Connected Person of any payment or Material Benefit from ELAS, or to refrain from taking action designed to remove the conflict.
6.3 A Conflicted Director who obtains (other than through his position as Director) information that is confidential to a third party, shall not be in breach of his or her duties to ELAS if he or she declares the conflict in accordance with Article 6.1 and then withholds such confidential information from ELAS.
7. Membership
7.1 The number of Members with which ELAS proposes to be registered is unlimited.
7.2 ELAS must maintain a register of Members.
7.3 The Members of ELAS shall be the Directors together with any individual or organisation who:
7.3.1 is approved by the Directors; and
7.3.2 consents in Writing to become a Member.
7.4 The Directors may establish different classes of Membership and prescribe their respective privileges and duties and set the amounts of any subscriptions.
7.5 Membership is terminated if the Member concerned:
7.5.1 gives Written notice of resignation to ELAS;
7.5.2 dies, or in the case of an organisation ceases to exist;
7.5.3 is 3 Months in arrears in paying the relevant subscription (if any) (but in such a case the Member may be reinstated on payment of the amount due); or
7.5.4 is removed from Membership by resolution of the Directors on the ground that in their reasonable opinion the Member’s continued Membership is harmful to ELAS (but only after notifying the Member in Writing and considering the matter in the light of any Written representations which the Member concerned puts forward within 14 Clear Days after receiving notice).
7.6 Membership of ELAS is not transferable.
8. General meetings of Members
8.1 Members are entitled to attend general meetings. General meetings are called on at least 14 Clear Days’ Written notice, specifying the business to be discussed and the right of each Member to appoint a proxy. A proxy is entitled to attend and speak at general meetings and to vote on a show of hands. If any Member wishes to appoint a proxy to act on his behalf, he must give 2 Clear Days notice (excluding bank holidays and weekends). General Meetings may be called at shorter notice in accordance with the Act.
8.2 There is a quorum at a general meeting if the number of Members present in person or by proxy (including the duly authorised representatives of Member organisations) is at least 12 or one-tenth of the Membership whichever is the less.
8.3 The Chairman or (if the Chairman is unable or unwilling to do so) some other Member elected by those present presides at a general meeting.
8.4 Except where otherwise provided by the Act every issue is decided by a majority of the votes cast.
8.5 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 8.5 a Written resolution may be set out in more than one document. A Written resolution that is not yet passed shall lapse upon the expiry of 60 Clear Days from the date it was originally circulated to Members.
8.6 A general meeting may be called at any time by the Directors and must be called within 28 days on a Written request from at least one tenth of the Members.
9. The Directors
9.1 The Directors as Charity Trustees have control of ELAS and its property and funds.
9.2 The Directors when complete shall consist of at least 7 but (unless otherwise determined by ordinary resolution) shall not exceed 20.
9.3 The Members shall appoint the Directors.
9.4 Every Director must sign a declaration of willingness to act as a Charity Trustee of ELAS before he or she is eligible to vote at any meeting of the Directors.
9.5 One-third (or the number nearest one-third) of the Directors must retire each year those longest in office retiring first and the choice between any of equal service being made by drawing lots.
9.6 A retiring Director shall be eligible for re-election.
9.7 No person other than a Director retiring by rotation shall be appointed or re-appointed a Director at any general meeting unless:
9.7.1 he or she is recommended by the Directors; or
9.7.2 a Member has given notice to ELAS (not less than 14 nor more than 35 Clear Days before the date appointed for the meeting) of the intention to propose that person for appointment or re-appointment (provided that such notice contains the necessary details of that person for ELAS’s register of Directors and that person’s signed consent to be appointed or re-appointed).
9.8 A Director’s term of office automatically terminates if he or she:
9.8.1 is disqualified under the Charities Act 1993 from acting as a Charity Trustee;
9.8.2 is incapable, whether mentally or physically, of managing his or her own affairs;
9.8.3 is absent from 3 consecutive meetings of the Directors without a reason acceptable to the Directors;
9.8.4 ceases to be a Member;
9.8.5 resigns by Written notice to the Directors (but only if at least 7 Directors will remain in office); or
9.8.6 is removed by resolution passed by the Members present and voting at a general meeting after the meeting has invited the views of the Director concerned and considered the matter in the light of any such views.
9.9 The Directors may at any time co-opt any person duly qualified to be appointed as a Director to fill a vacancy in their number or as an additional Director, but a co-opted Director holds office only until the next general meeting.
9.10 A technical defect in the appointment of a Director of which the Directors are unaware at the time does not invalidate decisions taken at a meeting.
10. Proceedings of the Directors
10.1 The Directors must hold at least 2 meetings each year.
10.2 A quorum at a meeting of the Directors is 3.
10.3 A meeting of the Directors may be held either in person or by suitable electronic means agreed by the Directors in which all participants may communicate with all the other participants simultaneously.
10.4 The Chairman or (if the Chairman is unable or unwilling to do so) some other Director chosen by the Directors present presides at each meeting.
10.5 Every issue may be determined by a simple majority of the votes cast at a meeting but a Written resolution signed by all the Directors is as valid as a resolution passed at a meeting (and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature).
10.6 Except for the Chairman of the meeting, who has a second or casting vote, every Director has one vote on each issue.
10.7 A procedural defect of which the Directors are unaware at the time does not invalidate decisions taken at a meeting.
11. Powers of the Directors
The Directors have the following powers in the administration of ELAS:
11.1 to appoint (and remove) any Member (who may be a Director) to act as Secretary to ELAS in accordance with the Act;
11.2 to appoint a Chairman, Treasurer and other honorary officers from among their number;
11.3 to delegate any of their functions to committees consisting of 2 or more individuals appointed by them (but at least 1 Member of every committee must be a Director and all proceedings of committees must be reported promptly to the Directors);
11.4 to make standing orders consistent with these Articles and the Act to govern proceedings at general meetings;
11.5 to make rules consistent with these Articles and the Act to govern proceedings at their meetings and at meetings of committees;
11.6 to make regulations consistent with these Articles and the Act to govern the administration of ELAS and the use of its seal (if any);
11.7 to establish procedures to assist the resolution of disputes within ELAS; and
11.8 to exercise any powers of ELAS which are not reserved to a general meeting.
12. Records and accounts
12.1 The Directors must comply with the requirements of the Act and of the Charities Act 1993 as to keeping financial records, the audit of accounts and the preparation and transmission to the Registrar of Companies and the Charity Commission of:
12.1.1 annual reports;
12.1.2 annual returns; and
12.1.3 annual statements of account.
12.2 The Directors must keep proper records of:
12.2.1 all proceedings at general meetings;
12.2.2 all proceedings at meetings of the Directors;
12.2.3 all reports of committees; and
12.2.4 all professional advice obtained.
12.3 Accounting records relating to ELAS must be made available for inspection by any Director at any reasonable time during normal office hours and may be made available for inspection by Members who are not Directors if the Directors so decide.
12.4 A copy of ELAS’s latest available statement of account must be supplied on request to any Director or Member, or to any other person who makes a Written request and pays ELAS’s reasonable costs, within 2 Months.
13. Notices
13.1 Notices under these Articles may be sent by hand, or by post or by suitable electronic means, including ELAS’s website.
13.2 Subject to 13.3 below the only address at which a Member is entitled to receive notices is the address shown in the register of Members.
13.3 A Member whose registered address is not within the United Kingdom and who gives to ELAS 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 ELAS.
13.4 Any notice given in accordance with these Articles is to be treated for all purposes as having been received:
13.4.1 24 hours after being sent by electronic means or delivered by hand to the relevant address;
13.4.2 2 Clear Days after being sent by first class post to that address;
13.4.3 3 Clear Days after being sent by post to that address;
13.4.4 on being handed to the Member personally; or
13.4.5 as soon as the Member acknowledges actual receipt.
13.5 A technical defect in the giving of notice of which the Directors are unaware at the time does not invalidate decisions taken at a meeting.
14. Indemnity
Subject to the provisions of the Act every Director or other officer or auditor of ELAS shall be indemnified out of the assets of ELAS against any liability incurred by him or her in that capacity in defending any proceedings whether civil or criminal in which judgement is given in his or her favour or in which he or she is acquitted or in connection with any application in which relief is granted to him or her by the court from liability for negligence default breach of duty or breach of trust in relation to the affairs of ELAS.
15. Amendments
No such additions, alteration or amendment shall be made to or in the provisions of the Articles of Association for the time being in force as shall make ELAS a Company to which Section 60 of the Companies Act 2006 does not apply.
16. Liability
The liability of the Members is limited.
17. Every Member of ELAS undertakes to contribute to the assets of ELAS 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 payments of the debts and liabilities of ELAS 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 and for the amount as may be required not exceeding £1.00.
18. Dissolution
If upon the winding-up or dissolution of ELAS there remains, after the satisfaction all its debts and liabilities, any property whatever, the same shall not be paid to or distributed among the Members of ELAS, but shall be given or transferred to some other charitable institution or institutions having objects which are similar to the Objects of ELAS and which shall prohibit the distribution of its or their income and property to an extent at least as great as is imposed on ELAS under or by virtue of Article 5, such institution or institutions to be determined by the Members of ELAS at or before the time of dissolution, and insofar as effect cannot be given to such provision, then to some other charitable object.
19. True accounts shall be kept of the sums of money received and expended by ELAS and the matters in respect of which receipts and expenditure take place, of all sales and purchases of property and goods by ELAS and of the property, credits and liabilities of ELAS, and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of ELAS for the time being, such accounts shall be open to the inspection of the Members.
20. Interpretation
In these Articles:
20.1 “the Act” means the Companies Act 2006;
“these Articles” means these articles of association;
“Chairman” means the chairman of the Members;
“ELAS” means the company governed by these Articles;
“Charity Trustee” has the meaning prescribed by section 97(1) of the Charities Act 1993;
“Clear Day” means 24 hours from midnight following the relevant event;
“the Commission” means the Charity Commissioners for England and Wales;
“Conflicted Director” means a Director in respect of whom a conflict of interest arises or may reasonably arise because the Conflicted Director or a Connected Person stands to receive a benefit from ELAS other than in relation to the provision of trustee indemnity insurance in the best interests of the charity, or has some separate interest or duty in a matter to be decided, or in relation to information which is confidential to ELAS;
“Connected Person” means any person falling within one of the following categories and where payment to that person might result in the Director obtaining a benefit: (a) any spouse, civil partner, parent, child, brother, sister, grandparent or grandchild of a Director; or (b) the spouse or civil partner of any person in (a); or (c) any other person in a relationship with a Director which may reasonably be regarded as equivalent to such a relationship; or (d) a person acting as trustee of a trust of which the Director or any person under (a) to (c) above is a beneficiary or might otherwise benefit; or (e) any company or limited liability partnership or firm of which a Director is a paid director, Member, partner or employee, or shareholder holding more than one per cent. of the capital.
“EGM” means an extraordinary general meeting of ELAS;
“Material Benefit” means a benefit which may not be financial but has a monetary value;
“Member” and “Membership” refer to membership of ELAS;
“Director” means a director of ELAS and “Directors” means all of the directors;
“Month” means calendar month;
“the Objects” means the Objects of ELAS as defined in Article 3;
“Secretary” means the Secretary of ELAS;
“Written” or “in Writing” refers to a legible document on paper including a fax message and also any communication sent by e-mail; and
“Year” means calendar year.
20.2 Expressions defined in the Act have the same meaning.
20.3 References to an Act of Parliament are to the Act as amended or re-enacted from time to time and to any subordinate legislation made under it.
20.4 Words importing “persons” include corporations and associates or persons.
20.5 Masculine words include the feminine and singular words the plural.