THE COMPANIES ACTS 1985 and 1989

COMPANY LIMITED BY GUARANTEE AND NOT
HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION OF

BLACK MOUNTAINS GLIDING CLUB

l.     The name of the Company is "BLACK MOUNTAINS GLIDING CLUB".

2.     The registered office of the Company will be situated in Wales.

3.     The objects for which the Company is established are:­

 

(A)    To promote, teach, assist provide facilities for gliding and soaring and encourage aerial navigation in all its forms, and the study of aeronautics, together with the development of all sciences connected therewith, and the construction of aerial conveyances of every description

(B)    To establish, maintain and conduct a club for the accommodation of its members and their friends, and to provide a club house, club room library and other conveniences, and generally to afford to members and their friends such support and assistance, whether legal, moral, pecuniary or otherwise, as may be thought fit towards the protection and defence of their rights as aeronauts.

(C)     To manufacture, buy, sell, let on hire, and deal in aerial conveyances of every kind, and the component parts thereof, and all kinds of engines, machinery and apparatus for use in connection therewith.

(D)     To acquire, provide and maintain hangars, garages sheds, aerodromes and accommodation of every kind for or in relation to aerial conveyances of every description.

(E)     To organise and subscribe to and assist competitions, races, ascents, tours and excursions by every means of aerial conveyance for members and their friends.

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(F)    To carry on business as aeronautical mechanical and electrical engineers, and any other trade or business whatsoever which can, in the opinion of the Board be advantageously carried on by the Company in connection with or as ancillary to any of the above business or the general business of the Company.

 

(G)    To occupy and hold, purchase and sell, take and let by exchange, hire and otherwise any estate or interest in any lands, buildings, easements, rights privileges, concessions, patents, patent rights, licences, secret processes, machinery, plant, stock-in-trade and any real or personal property of any kind.

 

(H)    To erect, construct, lay down, enlarge, alter and maintain any roads, railways, tramways, sidings, bridges, reservoirs, shops, stores, factories, buildings, works, plan and machinery necessary or convenient for the Company's business, and to contribute to or subsidise the erection, construction and maintenance of any of the above.

 

(I)                       To borrow and raise and secure the payment of money for the purposes of or in connection with the Company's business.

 

(J)                        To mortgage and charge the undertaking and all or any

of the real and personal property and assets, present or future, and all or any of the uncalled capital for the time being of the Company, and to issue at par or at a premium or discount, and for such consideration and with such rights, powers and privileges as may be thought fit, debentures, mortgage debentures or debenture stock payable to bearer or otherwise, and either permanent or redeemable or repayable, and collaterally or further to secure any securities of the Company by a trust deed or other assurance.

 

(K)   To issue and deposit any securities which the Company has power to issue by way of mortgage to secure any sum less than the nominal amount of such securities, and also by way of security for the performance of any contracts or obligations of the Company.

 

(L)    To undertake the functions of the Black Mountains Gliding Club that until the Company's incorporation was located at Troed yr Harn Talgarth Powys Wales

 

And the Company shall have the following powers exercisable in furtherance of its said objects but not otherwise, namely:-

 

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(A)    To purchase, take on lease or in exchange, hire or otherwise acquire real or personal property and rights or privileges, and to construct, maintain and alter buildings or erections.

 

(B)    To sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Company.

(C)    To undertake and execute any charitable trusts which may lawfully be undertaken by the Company.

 

(D)    To borrow or raise money on such terms and on such security as may be thought fit.

 

(E)    To invest the monies of the Company not immediately required for its purposes in or upon 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 hereinafter provided

 

(F)    To establish and support or aid in the establishment and support of any charitable associations or institutions and to subscribe or guarantee money for charitable purposes.

 

(G)    To do all such other things as are incidental to the attainment or furtherance of the said objects or any of them.

 

Provided that:-­

 

(i)                       In case the Company shall take or hold any property which may be subject to any trusts, the Company shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.

(ii)                  The Company's objects shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers.

 

(iii)              In case the Company shall take or hold any propertysubject to the jurisdiction of the Charity Commissioners for England and Wales or Secretary of State for Education and Science, the Company 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 Council of Management or Governing Body of the Company shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects and defaults, and for the due administration of such property

in the same manner and to the same extent as they would as such Council of management or Governing Body have been if no incorporation had been effected and the incorporation of the Company shall not diminish or impair any control or authority exercisable by the Chancery Division, the Charity Commissioners or the Secretary of State over such Council of Management or Governing Body, but they shall as regards any such property be subject jointly and separately to such control or authority as if the Company were not incorporated.

 

4.      The income and property of the Company shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to members of the Company and no member of its Council of Management or Governing Body shall be appointed to any office of the Company paid by salary or fees, or receive any remuneration or other benefit in money or money's worth from the Company.

 

Provided that nothing herein shall prevent any payment in good faith by the Company:-

 

(A)  of reasonable and proper remuneration to any member, officer or servant of the Company for any services rendered to the Company in the usual and ordinary course of its trade, business or profession by the member, officer or servant personally or through any firm or company of which the member may be a partner, shareholder, director or other officer

 

(B)   of interest at a rate not exceeding two per cent above the base lending rate for the time being of the Company's bankers (or if such rate exceeds the maximum permitted by law then such lower rate) on money lent or reasonable and proper rent for premises demised or let by any member of the Company or through any firm or company of which the member may be a partner, shareholder, director or other officer or by any member of its Council of Management or Governing Body;

 

(C)     to any member of its Council of Management or Governing Body of out-of-pocket expenses;

 

5.      The liability of the members is limited.

 

6.      Every member of the Company undertakes to contribute to the assets of the Company, 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 Company contracted before he ceases to be a member, and of the costs, charges and

 

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expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding X10.

 

7.      If upon the winding up or dissolution of the Company there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid or distributed among the members of the Company but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Company and which shall prohibit the distribution of its or their income or property to the extent at least as great as is provided in this Memorandum.

 

The property of the Company shall be converted into monetary form and divided into equal tranches according to the number of members of the Company at the time of passing the resolution to wind up or dissolve the Company. Each member shall be invited to nominate within three months of the date of the resolution the institution to which the tranche representing his interest in the Company to be transferred. In the event that any member or members does not nominate an institution within the said period of three months then the tranche or tranches for that member or those members shall be added pro-rata to the monies to be paid to those institutions who have been nominated by the remaining members In the event that the foregoing provisions of this paragraph shall fail in whole or in part then the assets not so distributed shall be applied in such manner as the members shall decide to some other charitable object.


 

 


 


Subject as aforesaid, any words or expressions defined in the Act or any statutory modification thereof in force at the date on which these presents become binding on the Company shall, if not inconsistent with the subject or context, bear the same meanings in these presents.

 

MEMBERS

 

2.     The Company is established for the purposes expressed in the Memorandum of Association.

 

3.     The number of Members with which the Company proposes to be registered is unlimited.

 

4. (a) The subscribers to the Memorandum of Association and

  such other persons as the Directors shall admit to

  membership (other than daily members) shall be Members

  of the Company.

 

   (b) The rights and privileges of a Member shall not be

       transferable.

 

(c) No person shall be admitted to membership unless that

  person is prepared to use best endeavours to assist in

  the advancement of the main objects of the Company.

 

   (d) Every member shall either sign a written consent to

  become a member or sign the register of members on

  becoming a member

 

5. A Member shall cease to be a Member of the Company:­

 

(a)           (if a corporation) upon its having a winding up

      resolution passed or a winding up petition presented

     or a receiver being appointed of any of its assets.

 

(b)           upon giving notice in writing to the Company

     resigning from membership

 

(c)           if a Member shall fail to pay his membership

     subscription within two months from the date it

     becomes due unless this period is extended by the

     Directors

 

(d)           upon a majority vote by the Directors of the Company

     giving the Member notice requiring the Member to

     resign from membership having first given the member

     a reasonable opportunity to make respresentations in

     this respect

 

(e)           (if an individual) upon dying, becoming of unsound mind, or bankrupt, or compounding with creditors.

REGISTERS

6.     The Directors shall cause the following registers to be kept at the Registered Office of the Company:­

 

(a)    a Register of Members

 

(b) a Register of the interests of the Directors in debentures of the Company or its associated Companies.

7.     The Directors shall cause such Registers as are kept under the provisions of Article 6 hereof to be completed and made available for inspection in accordance with the provisions of the Act.

GENERAL MEETING

8.     The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notice calling it; and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of the next. Provided that so long as the Company holds its first Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The Annual General Meeting shall be held at such time and place as the Directors shall appoint.

9.     All General Meetings other than Annual General Meetings shall be called Extraordinay General Meetings.

10.    The Directors may, whenever they think fit, convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionists, as provided by Section 368 of the Act. If at any time there are not within the United Kingdom sufficient Directors capable of forming a quorum, any Director or any two Members of the Company may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.

NOTICE OF GENERAL MEETINGS

 

11.     An Annual General Meeting and a meeting called for the passing of a Special Resolution or a resolution appointing a person as a Director shall be called by twenty one clear day's notice in writing at the least, and a meeting of the Company other than an Annual General Meeting or a meeting for the passing of a Special Resolution shall be called by fourteen clear day's notice in writing at the least. The notice shall specify the place, the day and the hour of meeting and, in case of special business the general nature of that business and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in General Meeting, to such persons as are, under the Articles of the Company, entitled to receive such notice from the Company provided always that a meeting of the Company 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:­

 

(a) in the case of a meeting called as the Annual General Meeting, by all the Members entitled to attend and vote thereat; and

 

(b) in the case of any other meeting by a majority in number of the Members having a right to attend and vote at the meeting, being a majority together holding not less than ninety five per cent of the total voting rights at that meeting of all the Members

 

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

that meeting

 

13.     All business shall be deemed special that is transacted at an Extraordinary General Meeting, and that is transacted at an Annual General Meeting, with the exception of the consideration of the accounts, balance sheets, and the reports of the Directors and Auditors, the election of Directors in the place of those retiring and the appointment of, and the fixing of the remuneration of the Auditors.

 

14.     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. Save as hereinafter provided two members personally present shall be a quorum

15.     If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Members present shall be a quorum.

 

16.     The Chairman, if any, of the Board of Directors shall preside as Chairman at every General Meeting of the Company, or if there is no such chairman, or if the Chairman shall not be present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act the Directors present shall elect one of their number to be Chairman of the meeting.

 

17.     If at any meeting no Director is willing to act as Chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be Chairman of the meeting.

 

18.     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 thirty days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

 

19.     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 (a) by the Chairman or (b) by at least two Members present in person or by proxy or (c) by any Member or of all the Members having the right to vote at the meeting. Unless a poll be so demanded a declaration by the Chairman that a resolution has on a show of hands been carried if carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of proceedings of the Company 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. The demand for a poll may be withdrawn.

20.    Except as provided in Article 22 if a poll is duly demanded it shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

21.    In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.

22.    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 at such time as the Chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of a

poll.

23.    Subject to the provisions of the Act a resolution in writing signed by all the Members for the time being entitled to receive notice of and to attend and vote at General Meetings (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a General Meeting of the Company duly convened and held.

24.    If at any General Meeting any votes shall be counted which ought not to have been counted, or might have been rejected, the error shall not vitiate the results of the voting unless it be pointed out at the same meeting, and not in that case unless it shall, in the opinion of the Chairman of the Meeting, be of sufficient magnitude to vitiate the result of the voting.

VOTES OF MEMBERS

25.    Every Member aged 18 or over (other than daily members) shall have one vote.

26.    Save as herein expressly provided, no Member other than a member satisfying the requirements of Article 25 duly registered, who shall have paid in full every subscription and other sum (if any) which shall be due and payable to the Company in respect of his membership, shall be entitled to vote on any question either personally or by proxy, or as a proxy for another Member, at any General Meeting.

27.    On a poll votes may be given either personally or by proxy.

28.    The instrument appointing a proxy shall be in writing under the hand of the appointer or of the appointer's attorney duly authorised in writing, or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Member of the Company.

 

29.    The instrument appointed a proxy and power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the Company or at such other place within the United Kingdom as is specified for that purpose in the notice convening the meeting, not less than forty eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less han twenty four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.

30.    An instrument appointed a proxy shall be in the following form or a form as near thereto as circumstances admit:­

 

"I/We                         of

in the County of                         , being a Member/Members of the above-named Company, here

appoint                       of or failing

of as my/our proxy to vote for me/us on my/our behalf at the (Annual or Extraordinary as the case may be) General Meeting of the Company to be held on the day of 19 , and at any adjournment thereof

 

Signed this              day of             19

 

 

31     The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

 

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

 

32    Any corporation which is a Member of the company may by resolution of its Directors or other governing body authorise such p'rson as it thinks fit to act as its

representative at any meeting of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation represented as that corporation could exercise if it were an individual Member of the Company

DIRECTORS

 

33. (a) The number of Directors shall be not less than two nor until otherwise determined by a General Meeting more than thirty

 

   (b)  The subscribers to the Memorandum of Association shall be the first Directors of the Company.

 

34.    The Directors shall have power at any time and from time to time to appoint any person 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 the number fixed in accordance with these Articles. Any Director so appointed shall hold office only until the next following Annual General Meeting, and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at such meeting.

 

35.    No person who is not a Member of the Company shall be entitled to hold office as a Director

 

36.    No Director shall vacate office or be ineligible for re-appointment as a Director nor shall any person be ineligible for appointment as a Director by reason only of having attained any particular age.

 

BORROWING POWERS

 

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

 

POWERS AND DUTIES OF DIRECTORS

 

38.    The business of the Company shall be managed by the Directors who shall be its Council of Management and Governing Body and who may pay all expenses incurred in promoting and registering the Company and may exercise all such powers of the Company as are not by the Act or by these Articles required to be exercised by the Company in General Meeting subject nevertheless to the provisions of the Act or these Articles and to such regulations being not inconsistent with the aforesaid provisions as may be prescribed by the Company in General Meeting, but no regulation made by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made. In particular the Directors shall have power to make rules and bye-laws for regulating the use by Members and others of any property of the Company.

39.     All cheques, promissory notes, drafts, bills of exchange and other 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 manner as the Directors shall from time to time by resolution determine.

 

40.     The Directors shall cause proper minutes to be made of all appointments of officers made by them, of the names of the Directors present at each meeting of the Directors and of any committee of the Directors and of all resolutions and proceedings at all meetings of the Company, and of the Directors, and of committees of Directors any any such minutes if signed by the Chairman of such meeting or by the Chairman of the next succeeding meeting shall be sufficient evidence without any further proof of the facts therein stated.

 

41.     The Directors may act notwithstanding any vacancy in the Board but if the number of Directors is less than the minimum prescribed herein they may only act as Directors to admit persons to membership of the Company, to fill vacancies in the Board of Directors or summon a General Meeting

DISQUALIFICATION OF DIRECTORS

 

42.      (a)     The office of Director shall be vacated if the Director:­

(i) becomes subject to a receiving order or makes an arrangement or composition with creditors generally

(ii)      becomes prohibited by law from being a Director or ceases to be a Director by reason of any provision of the Act or (iii) becomes of unsound mind or

(iv)     resigns from office by notice in writing to the Company or

(v) is removed from office by a resolution duly passed pursuant to Section 303 of the Act or (vi) is directly or indirectly interest in any contract with the Company and fails to declare the nature of such interest in the manner required by Section 317 of the Act.

(b) A Director shall not vote in respect of any contract in which the Director is interested or any matter arising thereout and if the Director does so vote shall not be counted

 

ROTATION OF DIRECTORS

 

43. (a) At the first Annual General Meeting of the Company all the Directors shall retire from office and at the Annual General Meeting in every subsequent year one-third of the Directors for

            the time being or if their number is not three or a multiple of three then the number nearest one third shall retire from office.

 

(b)     The Directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who become Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

 

(c)     A retiring Director shall be eligible for re-election.

 

(d)     The Company at the meeting at which a Director retires in manner aforesaid may fill the vacated office by electing a person thereto and in default the retiring Director shall if standing for re-election be deemed to have been re-elected unless at such meeting it is expressly resolved not to fill such vacated office or unless a resolution for the re-election of such Director shall have been put to the meeting and lost.

 

(e)    No person other than a director retiring at the meeting shall unless recommended by the Directors be eligible for election the office of Director at any General Meeting unless not less than three nor more than twenty one days before the date appointed for the meeting there shall have been left at the registered office of the company notice in writing signed by a Member duly qualified to attend and vote at a meeting for which such notice is given of the Member's intention to propose such person for election and

also notice in writing signed by that person o that person's willingness to be elected.

 

(f)     Provided that the number of Directors shall not be less than two the Company may from time to time by Ordinary Resolution increase or reduce the number of Directors and may also determine in what rotation the increased or reduced number is to go out of office.

44.     The Company may by ordinary Resolution of which special notice has been given in accordance with Section 379 of the Act remove any Director before the expiration of the Director's period of office notwithstanding anything else in these Articles or in any agreement between the Company and such Director.

 

45.     The company may by ordinary resolution appoint another person in place of a Director removed from office under the immediately preceding article. Without prejudice to the powers of the Directors under Article 33 the Company

in General Meeting may appoint any person to be a Director either to fill a casual vacancy or as an additional Director. The person appointed to fill such a vacancy shall be subject to retirement at the same time as if that person had become a Director on the day on which the Director in whose place that person is appointed was last elected as a Director.

 

PROCEEDINGS OF DIRECTORS

46. (a)         The Directors may meet together for the despatch of business, adjourn, and otherwise regulate their meetings, as they think 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 Director may, and the Secretary an 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. The quorum necessary for the transaction of the buiness of the Directors shall be two Directors.

 

(b)     The Directors may elect a Chairman of their meetings who shall be one of their number.

 

(c)     A meeting of the Directors at which a quorum is present, shall be competent to exercise all the authorities, powers and discretions by or under the regulations of the Company for the time being vested in the Directors generally.

47.     The Directors may delegate any of their powers to committees consisting of such Directors as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors. All acts and proceedings of such committees shall be reported as soon as is reasonably practicable to the full body of Directors.

 

48.     A committee may elect a Chairman of its meetings; if no such Chairman is elected or if at any meeting he Chairman is not present within five minutes after the time appointed for holding the same the Members present may choose one of their number to be Chairman of the

meeting.

 

49.     A 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 and in the case of an equality of votes the Chairman shall have a

second or casting vote.

50.    All acts done by any meeting of the directors or of a committee of Directors or by any person acting as a Director shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director 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 and was qualified to be a Director

51.    A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly convened and held.

THE SECRETARY

 

52.    The Secretary shall be appointed by the Directors for such terms at such remuneration and upon such conditions as they may think fit and any Secretary so appointed may be removed by them. The Council of Management may from time to time by resolution appoint an assistant or deputy Secretary and any person so appointed may act in place of the Secretary if there be no Secretary or no Secretary capable of acting.

THE SEAL

 

53.    The Directors shall provide for the safe custody of the Seal which shall only be used by the authority of the directors or of a committee of Directors authorised by the Directors in that behalf and every instrument to which the Seal shall be affixed shall be signed by a Director and shall be countersinged by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose

 

ACCOUNTS AND DIRECTORS REPORT

54.    The Directors shall cause proper books of account to be kept in accordance with the provisions of Section 221 of the Act with respect to:­

(a) all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place

 

(b)    the assets and liabilities of the company and

 

(c)    all those matters required by the Act to be shown in the Accounts of the Company.

Proper books 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.

 

55. (a)   The books of account shall be kept at the registered office of the Company or subject to -Section 222 of the Act at 87ach other place or places as the Directors think fit and shall always be open to the inspection of the Directors.

 

(b)                          The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or books or document of the Company except as conferred by statute or authorised by the Directors or by the Company in General Meeting

 

56.     The Directors shall from time to time cause to be prepared and laid before the company in General Meeting such profit and loss accounts balance sheets and Directors' reports as are provided for in the Act.

 

57.     A copy of every balance sheet (including every document required by law to be annexed hereto) which is to be laid before the Company in General Meeting together with a copy of the Auditor's report shall not less than twenty one days before the date of the meeting be sent to every Member of and every holder of debentures of the Company provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Company is not aware.

 

AUDIT

 

58.     Auditors shall be appointed and their duties regulated in accordance with the Act.

 

NOTICES

 

59.     A notice may be given by the Company to any Member either personally or by sending it by post to the Member or to the Member's registered address, or (if the Member has no registered address within the United Kingdom) to the address, if any, within the United Kingdom supplied to the Company for the giving of notice. Where a notice is sent by post service of the notice shall be deemed to

be effected by properly addressing, prepaying and posting a letter containing the notice and to have been effected at the expiration of twenty four hours after the letter containing the-same is posted.

 

60.    Notice of every General Meeting shall be given in any manner hereinafter authorised to:­

 

(a) every Member except those Members who (having no registered address within the United Kingdom) have not supplied to the Company an address within the United Kingdom for the giving of notice to them.

 

(b)    the auditor for the time being of the Company.

 

No other person shall be entitled to receive notices of General Meetings.

 

DISSOLUTION

 

61.    Clause 7 of the Memorandum of Association of the Company shall have effect as if the provisions thereof were repeated herein.