Articles of Association - Company Limited by Guarantee

The document titled 'Articles of Association - Company Limited by Guarantee' is a legal document that outlines the rules and regulations governing a company limited by guarantee. It is an important document as it establishes the legal framework for the company's operations and defines the rights and responsibilities of its members.

 

The document begins with a certificate of incorporation, which provides the registration number of the company. It then includes an interpretation section, which defines key terms used throughout the document. The purpose of the association is stated in section 2, which refers to the objectives outlined in the memorandum of association.

 

Section 3 specifies the maximum number of members allowed in the association for registration purposes. Section 4 states that the subscribers to the memorandum of association and other individuals approved by the board of directors can become members of the association. The process for admission to membership is outlined in section 5, which requires individuals to submit an application for admission.

 

Section 6 highlights that the board of directors has the discretion to approve or reject membership applications. The rights and privileges of each member are personal and non-transferable, as stated in section 7. Section 8 outlines the process for a member to withdraw from the association by giving one month's notice in writing to the secretary.

 

Every member is obligated to further the objectives of the association and comply with its regulations and bylaws, as stated in section 9. Section 10 empowers the board of directors to expel a member if they fail to observe the regulations or engage in dishonorable conduct.

 

The document also includes provisions for general meetings. Section 11 requires the association to hold an annual general meeting each year, in addition to any other meetings. The timing and location of the annual general meeting are determined by the directors. Extraordinary general meetings can be convened by the directors or upon requisition by members, as stated in section 13.

 

Section 14 outlines the notice requirements for general meetings, specifying the minimum notice period for annual general meetings and other meetings. The accidental omission or non-receipt of a notice does not invalidate the proceedings of the meeting, as stated in section 15.

 

Section 16 defines special business as any business transacted at an extraordinary general meeting or an annual general meeting, excluding specific items. A quorum of members must be present for any general meeting to transact business, as stated in section 17. If a quorum is not present within half an hour of the meeting's scheduled time, the meeting may be dissolved or adjourned, as outlined in section 18.

 

The document also covers the appointment and duties of directors. Section 30 specifies the maximum and minimum number of directors, and the names of the first directors are determined by the subscribers of the memorandum of association. Section 31 grants the directors the authority to manage the association's business and exercise its powers, subject to the law and the articles of association.

 

Section 32 requires at least two directors to sign all financial instruments and receipts on behalf of the association. The directors are responsible for keeping minutes of meetings and resolutions, as stated in section 33. The disqualification, retirement, and removal of directors are addressed in sections 34-39.

 

The document also outlines the proceedings of directors' meetings, including the quorum requirements and the chairman's role, as stated in sections 40-46. The directors have the power to delegate their powers to committees or sub-committees, as stated in section 44. The appointment and removal of the secretary are addressed in section 48.

 

Section 49 establishes the procedures for using the association's seal, requiring the signature of a director and the countersignature of the secretary or another director. The directors are responsible for maintaining proper books of account, as stated in sections 50-52. The accounts and books of the association must be open to inspection by the directors and members, subject to any regulations imposed by the association.

 

The document also covers the appointment and duties of auditors, the giving of notices, and the winding-up or dissolution of the association.

 

In summary, the 'Articles of Association - Company Limited by Guarantee' is a comprehensive legal document that establishes the rules and regulations governing a company limited by guarantee. It covers various aspects, including membership, general meetings, directors, accounts, and winding-up procedures.

How to use this document?

1. Familiarize yourself with the 'Articles of Association - Company Limited by Guarantee' document to understand its importance and legal framework.

2. Ensure that the association's objectives, as stated in the memorandum of association, align with the purpose outlined in section 2 of the document.

3. Follow the procedures outlined in sections 4-10 for admitting new members, including the approval process and withdrawal provisions.

4. Plan and schedule annual general meetings in accordance with section 11, ensuring that the required notice period is provided to all members.

5. Adhere to the notice requirements for general meetings, as outlined in section 14, to ensure all members receive timely notification.

6. Understand the definition of special business in section 16 and ensure that it is transacted at the appropriate meetings.

7. Ensure that a quorum of members is present at general meetings, as stated in section 17, to validate the proceedings.

8. Follow the procedures outlined in sections 30-39 for the appointment, retirement, and removal of directors.

9. Keep accurate minutes of directors' meetings, as required by section 33, and ensure they are signed by the attending directors.

10. Comply with the regulations regarding the use of the association's seal, as outlined in section 49, and ensure proper authorization for its use.

11. Maintain proper books of account, as required by sections 50-52, and ensure they accurately reflect the association's financial transactions.

12. Adhere to the requirements for the appointment and duties of auditors, as stated in sections 55-56.

13. Use the specified methods of giving notice to members, as outlined in sections 57-60, to ensure effective communication.

14. Familiarize yourself with the procedures for winding up or dissolving the association, as stated in clause 7 of the memorandum of association and section 61 of the articles.

15. Seek legal advice or consult the association's governing body for any specific questions or concerns regarding the interpretation or implementation of the 'Articles of Association - Company Limited by Guarantee' document.