Articles of Association
INTERNET SERVICES PROVIDERS ASSOCIATION
ARTICLES OF ASSOCIATION
(Adopted EGM 8th August 1997)
(subsequently revised 7th July 2011)
1. In these Articles:-
"the Act" means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force. "the Articles" means the Articles of the Company.
"Clear Days" in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.
"the Company" means the above-named Company.
"the Council" means the Council of Management for the time being of the Company.
"Email" means electronic mail carried over the Internet using SMTP protocol as defined in current IETF standards.
"Executed" includes any mode of execution.
"Office" means the registered office of the Company.
"the Seal" means the common seal of the Company.
"Secretary" means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.
"the United Kingdom" means Great Britain and Northern Ireland.
"Web server" means a computer system connected to the Internet which uses HTTP protocol to convey documents stored in HTML format to readers on computer systems connected to the Internet.
2. Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, email, publishing on a Web server, and other modes of representing or reproducing words in a visible form or a form which is rendered as such.
3. Unless the context otherwise requires, words or expressions contained in these regulations bear the same meaning as in the Act but excluding any statutory modification thereof not in force when these Articles become binding on the Company.
4. The subscribers to the Memorandum of Association of the Company and such other persons as are admitted to membership in accordance with the Articles shall be members of the Company. No person shall be admitted a member of the Company unless he is approved by the Council. Every person who wishes to become a member shall deliver to the Company an application for membership in such a form as the Council may require executed by him. Members shall be natural persons or corporations, where the term "corporation" shall be deemed to include any body corporate; any county, local, or other public authority; and any un-incorporated association whom the Council may admit to membership.
5. There will be two classes of Members, Full Members and Associate Members.
6. Full Members are further divided into Voting and Non-Voting Full Members. Full Members may participate fully in the activities of the Company; except that Non-Voting Full Members are not entitled to receive notice of or attend and vote at any General Meeting of the Company nor to nominate candidates in any election for Council.
7. Associate Members are only entitled to participate in a restricted subset of the activities of the Company. The Company may create several categories of Associate Membership with different rights. Associate Members are not entitled to receive notice of or attend and vote at any General Meeting of the Company or to nominate candidates in any election for Council.
(a) Subject to the provisions of this Article, a Full Member may choose whether to be a Voting or a Non-Voting Full Member, and may revise that choice at any time.
(b) A Full Member may only be a Voting Full Member if they are an Internet Services Provider operating in the United Kingdom. For this purpose an Internet Services Provider is a person who provides an Information Society Service as part of its business.
(c) Where two or more Full Members are associated with one another, including but not limited to the case where one is a “subsidiary undertaking” or “associated undertaking” of another within the meaning of the Companies Act 1985, only one of these Full Members shall be a Voting Full Member.
(d) The Council shall decide any question related to the eligibility of a Full Member to be a Voting Full Member.
9. A member may at any time withdraw from the Company giving at least seven clear days' notice to the Company. Membership shall not be transferable and shall cease on death.
10. Members shall register with the Company Secretary at the time of joining and then from time to time as they change a postal address in the United Kingdom (the member's "registered address") and an electronic mail address (the member's "registered email address"), either of which addresses may be used for notices.
11. If any member shall fail in the observance of these Articles or of any regulations of the Council made under any powers vested in them or for other sufficient reason the Council may convene an Extraordinary General Meeting of the Company for the purpose of considering an extraordinary resolution for the expulsion of such member and on such extraordinary resolution being passed the name of such member shall be removed from the Register of members and he shall thereupon cease to be a member.
12. Notwithstanding any other provisions in these Articles, only Internet Services Providers operating in the United Kingdom may become full members.
13. The Council may from time to time formulate or draw up and therefore amend or otherwise alter rules relating to any subscription be it of annual or recurring nature or otherwise which members shall be required to pay to the Company as a condition of membership or of continuing membership of the Company.
14. Such rules may provide for the expulsion of a member from the Company or for deletion of a member's name from the Register of Members in the event of a member making default in the payment of any such subscription.
15. Such rules may designate several categories of Full and Associate Member and may, subject to Articles 6 and 7, apply different subscriptions or restrictions to different categories.
16. Except where Article 17 applies, any such rules or subsequent amendment or alteration thereof shall only be valid and take effect after the same have been approved by a Special Resolution of the Company in General Meeting.
17. The following types of alteration or amendments to the rules shall take effect on the date determined by Council (but not less than 28 clear days after first published by Council on a Web Server accessible to the Members):
(a) creation of new categories of membership;
(b) any change to the rate of subscription for an existing category which makes it not more than the maximum that applied over the last 24 months (a change in the length of subscription period shall be treated as equivalent to a change in the amount of subscription for a given period). Any such alteration may be subsequently overridden by an Ordinary Resolution of the Company in General Meeting, but not with retroactive effect.
18. The Company shall hold a General Meeting in every calendar year as its Annual General Meeting at such time and place as may be determined by the Council, and shall specify the meeting as such in notices calling it, provided that every Annual General Meeting except the first shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting and that so long as the Company holds its first Annual Meeting within eighteen months after its incorporation it need not hold it in the year of its incorporation or in the following year.
19. All General Meetings other than the Annual General Meetings shall be called Extraordinary General Meetings.
20. The Council may when they think fit convene an Extraordinary General Meeting.
21. On the requisition of members pursuant to the Act, or when more than ten percent of the members request in writing that a resolution be considered, the Council shall convene an Extraordinary General Meeting for a date not later than eight weeks after receipt of the requisition or request. If there are not within the United Kingdom sufficient members of Council to call a General Meeting, any member of Council or any member of the Company may call a General Meeting.
NOTICE OF GENERAL MEETINGS
22. Subject to the provisions of Section 378 (2) & (3) of the Act relating to Special Resolutions, and to the provisions of Section 369 of the Act relating to Annual General Meetings, at least twenty-one clear days' notice specifying the place, the day and the hour of any general meeting, and in case of special business the general nature or such business, shall be given to the members and auditors in the manner hereinafter mentioned, or in such other manner (if any) as may be prescribed by the Company in General Meeting.
23. Notwithstanding the above, with the consent of all the members entitled to receive notice thereof or of such proportion thereof as is prescribed by the Act in the case of meetings other than Annual General Meetings, a meeting may be convened by such notice as those members think fit.
24. The accidental omission to give notice to any member, or the non-receipt by any member of such notice, shall not invalidate the proceedings of any General Meeting.
PROCEEDINGS AT GENERAL MEETINGS
25. The business of an Annual General Meeting shall be to receive and consider the accounts and balance sheets and the reports of the Council and Auditors, to increase or decrease the number of members of Council within the limits set herein, to elect members of the Council in place of those retiring and also additional members of the Council, and to elect Auditors and fix their remuneration. All other business transacted at an Annual General Meeting shall be deemed special.
26. No business shall be transacted at any General Meeting, except the adjournment of the meeting, unless a quorum is present. Three persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation, or one tenth of the membership whichever is greater, shall be a quorum.
27. If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case, if six persons entitled to vote upon the business to be transacted are present, they shall form a quorum. Otherwise the meeting shall stand adjourned to the same day in the next week, at the same time or place, or at such other place as the Chairman may appoint.
28. The Chairman (if any) of the Council shall preside as Chairman at every General Meeting, but if there be no such Chairman, or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to preside, the members present shall choose some member of Council, or if no such member be present, or if all members of Council present decline to take the chair, they shall choose some member of the Company who shall be present to preside.
29. 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 which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid, the members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting.
30. A resolution put to 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; and a demand by a person as proxy for a member shall be the same as a demand by the member.
31. Unless a poll is duly demanded a declaration by the Chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
32. The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the Chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
33. A poll shall be taken as the Chairman directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be the resolution of the meeting at which the poll was demanded.
34. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman shall be entitled to a casting vote in addition to any other vote he may have.
35. A poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the Chairman directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
36. No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken.
37. No poll shall be demanded on the election of a chairman of a General Meeting or on any question of adjournment.
38. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business in addition to the question on which a poll shall have been demanded.
39. A resolution in writing executed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a General Meeting at which he was present shall be as effectual as if it had been passed at a General Meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more members.
VOTES OF MEMBERS
40. On a show of hands and on a poll every member present in person or by proxy shall have one vote.
41. A member in respect of whom an order has been made by any court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised in that behalf appointed by that court, and any such receiver, curator bonis or other person may, on poll, vote by proxy. Evidence to the satisfaction of the Council of the authority of the person claiming to exercise the right to vote shall be deposited at the office, or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.
42. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the Chairman whose decision shall be final and conclusive.
43. An instrument appointing a proxy shall be in writing, executed by or on behalf of the appointor and shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the Council may approve):-
being a member/members of the above-named Company,
as my/our proxy to vote in my/our name(s) and on my/our behalf
at the Annual/Extraordinary General Meeting of the Company,
to be held on _______ 20___, and at any adjournment thereof.
Signed on_____________20_____ ."
44. Where it is desired to afford members an opportunity of instructing the proxy how he shall act the instrument appointing a proxy shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the Council may approve):-
being a member/members of the above-named Company,
as my/our proxy to vote in my/our name(s) and on my/our behalf at the Annual/Extraordinary General Meeting of the Company, to be held on _______ 19___, and at any adjournment thereof.
This form is to be used in respect of the resolutions mentioned below as follows:
Resolution No 1 *for *against
Resolution No 2 *for *against
*Strike out whichever is not desired.
Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting.
Signed this________day of____________19_____ ."
45. The instrument appointing a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Council may:-
(a) Be deposited at the office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or
(b) in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or
(c) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the Chairman or to the secretary or to any member of the Council;
and an instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid.
46. A vote given or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Company at the office or at such other place at which the instrument of proxy was duly deposited before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.
47. The Council may at its discretion publish on a Web server a Web proxy form for members to use in appointing a proxy in voting at a General Meeting, such voting to follow the instructions of the member in all respects, except that the proxy may vote as he thinks fit or abstain from voting in selecting a chairman for the meeting or on a motion to adjourn.
48. All Web proxy forms shall demand a vote by poll for all votes except those for selecting a chairman for the meeting and motions to adjourn and may be used in such polls.
49. Access to the Web proxy form shall be controlled by a password provided to the Council or its representative by the member. Use of the Web proxy form will generate an email message to the registered email address of the member confirming the choices made on the proxy form. If the email message is not returned and no objection is made by the member prior to the beginning of the meeting named on the Web proxy form, the instructions thereon will be regarded as valid.
50. The Web proxy form must be submitted more than 48 hours before the time appointed for holding the meeting or adjourned meeting named on the form.
51. In voting for Council members the vote shall be on a poll and the method of Single Transferable Vote shall be used to determine the results.
52. The Council shall either
- publish on a Web server accessible to the members a description of Single Transferable Vote as will be used in any election and, if computer software is used to calculate the results, source code for the software to be used, at least six days before the general meeting in which it is to be used.
- appoint a recognised and independent 3rd party organisation to handle the process of the election via Single Transferable Vote. The selection and choice of this 3rd party shall be made by the Council and announced to the membership no less than 21 days before the general meeting at which they are to be used.
COUNCIL OF MANAGEMENT
53. The number of members of the Council shall not be less than three or until otherwise determined by General Meeting more than twenty-one.
POWERS OF THE COUNCIL
54. Subject to the provisions of the Act, the Memorandum and these Articles and to any directions given by special resolution, the business of the Company shall be managed by the Council who may exercise all powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Council which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the Council by these Articles and a meeting of Council at which a quorum is present may exercise all powers exercisable by the Council.
55. The Council may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine.
56. All cheques and negotiable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be, in such a manner as the Council shall from time to time determine.
DELEGATION OF THE POWERS OF THE COUNCIL
57. The Council may delegate any of their powers to any committee consisting of three or more members of the Council and such other persons as the Council may determine, provided that the majority of the members of such committees shall be members of the Council and that all acts and proceedings of such Committees shall be reported back to the Council as soon as possible and provided further that no expenditure shall be incurred by any such committee except in accordance with a budget previously agreed by the Council. Any such delegation may be made subject to any conditions the Council may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by these Articles regulating the proceedings of the Council so far as they are capable of applying.
APPOINTMENT AND RETIREMENT OF MEMBERS OF THE COUNCIL
58. (i) No company or un-incorporated body shall in any circumstances be eligible to hold office as a member of the Council.
(ii) No person shall in any circumstances be eligible to hold office as a member unless the nominee of a Voting Full Member of the Company.
(iii) No two members of the Council shall be nominees of the same Voting Full Member.
(a) At each Annual general Meeting of the Company certain members of the Council shall retire from office.
(i) the total number retiring, plus the total number of vacancies on the date that notice of the AGM is published to the Members, shall be not less than one third of the greatest number of members of the Council at any time since the last Annual General Meeting.
(ii) Any member of the Council may retire voluntarily.
(iii) Any member who was not elected to the Council at or since the Annual General Meeting two years previous shall retire (this includes all members elected before that date and all members appointed other than election).
(iv) Any member who is not a nominee of the same Voting Full Member as when they were last elected to the Council shall retire.
(v) If the number retiring under (ii) and (iii) is insufficient, then further members shall retire starting with those longest in office since the last time they were elected, then continuing with those net longest in office, and so on until a sufficient number has been selected. If more members were elected on the same day than is needed to meet the number required, those to retire shall be selected from among them by lot unless they otherwise agree among themselves.
(b) At each Annual General Meeting an election shall be held to fill the vacancies on the Council. Where there is a resolution to change the number of places, the election shall not be held until after that resolution has been decided.
(c) No person shall be eligible for election to the office of member of the Council at any General Meeting unless, not less than seven nor more than twenty-one days before the date appointed for the meeting, the Company shall have received in writing:
(i) a nomination of that person by some Member of the Company duly qualified to attend and vote at the meeting for which such notice is given, and
(ii) a statement from that person stating that he is willing to be elected.
(d) A retiring member of the Council shall be eligible to be nominated for re-election.
(e) If the number of persons nominated is not greater than the number of vacancies (taking into account those members retiring) then all those persons are deemed elected without a vote. Otherwise sufficient persons shall be elected to bring the number to that determined under (g) below.
(f) The retirement of members and the election of new ones takes effect at the end of the General Meeting where they retire or are elected.
(g) The Company may from time to time by ordinary resolution increase or decrease the number of members of the Council. No existing member shall be required to retire as a result of such a decrease.
60. The members of the Council shall have power from time to time and at any time to appoint any other persons who are eligible under Articles 58 as members of the Council but so that the total number of members of the Council shall not at any time exceed the maximum number, fixed as above, and so that no such appointment shall be effective unless two thirds of the members of the Council concur therein.
61. No member of the Council shall vacate or be required to vacate his office as member of the Council on or by reason of his attaining or having attained the age of seventy or any other age, and any member of the Council retiring or liable to retire under the provisions of these Articles and any person proposed to be appointed a member of Council shall be capable of being appointed or re-appointed as a member of the council notwithstanding that he has attained the age of seventy and no special notice need be given of any resolution for the appointment or re-appointment as a member of the Council of a person who shall have attained the age of seventy, and it shall not be necessary to give to the members of the Company notice of the age of the Council or person proposed to be appointed or re-appointed as such.
62. The members for the time being of the Council may act notwithstanding any vacancy in their body; provided always that in case the members of the Council shall at any time be or be reduced in number to less than the minimum number prescribed by or in accordance with these presents, it shall be lawful for them to act as the Council for the purpose of admitting persons to the membership of the Company, filling up vacancies in their body, or of summoning a General Meeting, but not for any other purpose.
63. The Company may by ordinary resolution, of which special notice has been given in accordance with section 379 of the Act, remove any member of the Council before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company of such member.
64. The Company may by ordinary resolution appoint another person who is eligible under Articles 58 in place of a member of the Council removed from office under the immediately preceding Article. Without prejudice to the powers of the Council under Article 60 the Company in General Meeting may appoint any person to be a member of the Council either to fill a casual vacancy or as an additional member. The person appointed to fill such vacancy shall be subject to retirement at the same as if he had become a member of the Council on the day which the member in whose place he is appointed was last elected as a member.
DISQUALIFICATION OF MEMBERS OF THE COUNCIL
65. The office of a member of the Council shall be vacated if:-
(a) he ceases to be an officer of the Company by virtue of any provision of the Act or he becomes prohibited by law from being an officer of the Company; or
(b) he becomes bankrupt or makes any arrangement or composition with his creditors generally; or
(c) he is, or may be, suffering from mental disorder and either:-
(i) he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under Mental Health (Scotland) Act 1960;
(ii) an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect of his property or affairs; or (d) he resigns his office to the Company; or
(e) if without leave he be absent, otherwise than on the affairs of the Company, from meetings of the Council for six consecutive months, and the Council within twelve months of the last meeting attended by him resolve that his office be vacated.
66 A member of the Council who is any way, whether directly or indirectly interested in a contract or proposed contract, arrangement, or dealing with the Company, shall declare the nature of his interest at a meeting of the Council, and subject thereto and subject to the right of the remaining members of the Council to resolve that he withdraw and not vote on the particular matter, he may be counted in the quorum present at any meeting of the Council whereat such contract, arrangement, or dealing with the Company is considered or entered into and may vote in respect thereof.
PROCEEDINGS OF THE COUNCIL
67. The council may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they see fit, and determine the quorum necessary for the transaction of business. Unless otherwise determined, the quorum shall be three or one-third of the complete Council whichever is greater. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman shall have a second or casting vote.
68. A member of the Council may, and on the request of a member of the Council the secretary shall, at any time, summon a meeting of the Council by notice served upon the several members of the Council. A member of the Council who is absent from the United Kingdom shall not be entitled to notice of a meeting.
69. The Council shall from time to time elect a Chairman who shall be entitled to preside at all meetings of the Council at which he shall be present, and may determine for what period he is to hold office but if no such Chairman be elected, or if at any meeting the Chairman be not present within five minutes after the time appointed for holding the meeting and willing to preside, the members of this Council present shall choose one of their number to be Chairman of the meeting.
70. A meeting of the Council at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under these Articles for the time being vested in the Council generally.
71. All acts bona fide done by any meeting of the Council or of any committee of the Council, or by any person acting as a member of the Council shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a member of the Council.
72. A resolution in writing signed by all the members of for the time being of the Council or of any committee of the Council who are entitled to receive notice of a meeting of the Council or of such committee shall be as valid and effectual as if it had been passed at a meeting of the Council or of such committee duly convened and constituted.
73. All or any of the Council may participate in a meeting of the Council by means of conference telephone or any communication equipment which allows all persons participating in the meeting to hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in a quorum accordingly. Such a meeting shall be deemed to take part where the largest group of those participating is assembled, or, if there is no such group, where the chairman of the meeting is present.
74. Subject to the provisions of the Act, the secretary shall be appointed by the Council for such term, at such remuneration and upon such conditions as they may think fit; and any secretary so appointed may be removed by them. Provided always that no member of the Council may occupy the salaried position of secretary.
75. The Council shall cause minutes to be made in books kept for the purpose -
(a) of all appointments of officers made by the Council; and
(b) of all proceedings at meetings of the Company, and of the Council, and of committees of the Council, including names of the members of the Council present at each such meeting.
76. The seal shall only be used by the authority of the Council or of a committee of the Council authorised by the Council. The Council may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a member of the Council and by the secretary or by a second member of the Council.
INCOME OF THE COMPANY
77. The income of the Company shall be applied solely towards the promotion of all or any of the objects of the Company as set forth in the Company's Memorandum of Association as the Council may from time to time think fit.
78. The Council shall have the power to create a reserve fund or reserve funds to be applicable for any such purposes, and, if the Council shall think fit, also to apply all or any part of the reserve fund appropriated to any particular purpose to any other one or more of such purposes.
79. Pending any such application, any reserve fund may at the discretion of the Council either be employed in the business of the Company or be invested from time to time in such investment as the Council may think fit.
80 The Council shall cause proper books of account to be kept:-
(a) Of the sums of money received and expended by the Company and the matters in respect of which such receipts and expenditure take place. (b) Of all sales and purchases of property and goods by the Company.
(c) Of the assets and liabilities of the Company.
Proper books of account shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions.
81. The books of account shall be kept at the office or, subject to Section 227 of the Act, at such other place or places as the Council may determine, and shall be made available for inspection within one working day whenever requested by the Council. The Council may from time to time by resolution determine whether and to what extent and at what times and places and on what conditions the books and accounts of the Company or any of them shall be open to the inspection of the members not being members of the Council, and the members shall have only such rights of inspection as are given to them by the Act or by such resolution as aforesaid.
82. At the Annual General Meeting in every year the Council shall lay before the Company an income and expenditure account for the period since the preceding account, or in the case of the first account since the incorporation of the Company, made up to date not more than six months before such meeting. A balance sheet as at the date to which income and expenditure account is made up, shall be made out and laid before the Company at the Annual General Meeting, every such balance sheet shall be accompanied by proper reports of the Council and Accountants. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid shall, fourteen clear days previously to such meeting, be sent to the Accountant and every member entitled to receive notices of the General Meeting in the manner in which notices are hereinafter directed to be served.
83 Accountants shall be appointed and their duties regulated in the manner provided by Sections 384 to 392 (inclusive) of the Act or any statutory modification thereof for the time being in force, and for this purpose the said sections shall have effect as if "member of the Council" and "the Council" were substituted for "Director" and "the Directors" respectively.
84. Any notice to be given by or to any person pursuant to these articles shall be in writing.
85. The Company may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address or by sending it by email to his registered email address.
86. Any person may give any notice to the Company by sending at its registered address or by leaving at that address or by sending it by email to any address specified for that purpose (and the Company may specify different email addresses for different types of notice) and either notified by the Company to the members in accordance with 85 or published by the Company on a Web server accessible to the Members.
87. A member present, either in person or by proxy, at any meeting of the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.
88. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.
89. Any notice if served by email shall be deemed to have been served at the expiration of 48 hours after the same shall have been posted, and in proving such service it shall be sufficient to prove that the email was properly addressed and that email had previously been sent to the member's registered email address and not returned as undeliverable.
90. Clauses 4 and 7 of the Memorandum of Association relating to the winding up or dissolution of the Company shall have effect and be observed as if the provisions thereof were repeated in these Articles.
91. Subject to the provisions of the Act but without prejudice to any indemnity to which he may otherwise be entitled, every member of Council or other officer or auditor of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the company, and the Company shall have power to purchase and maintain an insurance policy for any member of Council or other officer of the company effecting cover against any such liability. However, this Article shall not apply in relation to costs which a member of the Council is ordered to pay or of which he is deprived.
RULES AND BYE-LAWS
92. The Company shall have power from time to time to make, alter, and repeal all such Rules or Bye-Laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Company and may include therein provisions defining privileges and benefits accruing to members the election of a President and Vice-President and the rights and privileges attaching to either office, the admission and retirement of members and the conditions attached thereto and the basis on which such privileges and benefits may be terminated, and the subscriptions and entrance or other fees payable, and shall adopt such means as they deem sufficient to bring the notice of the members of the Company all such Rules or Bye-Laws, alterations, and appeals, and all such Rules or Bye-Laws so long as they shall be in force shall be binding upon all members of the Company, provided nevertheless that no Bye-Law shall be inconsistent with or shall affect or repeal anything contained in the Memorandum or Articles of Association of the Company and that any Rule or Bye-Law may be set aside by a Special Resolution of a General Meeting of the Company.
93. The headings of these Articles shall not be taken as part of them or in any manner affect the interpretation or construction of the same.