Articles

1.2 Words importing the singular number only shall include the plural number and vice versa.

1.3 Words importing persons shall include corporations.

2. Purpose

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

3. Members and Membership

3.1 The subscribers to the Memorandum of Association and such other persons as the Council shall admit to Membership shall be the Members of the Company.

3.2 Any person or corporate body or institution who desires to be admitted to membership of the Company must sign and deliver to the Company an application for admission, framed in such terms as the Council may require and shall be admitted to membership on application unless the Chairman or Acting Chairman shall within six weeks of such person or corporate body or institution applying for Membership decide that in his view the admission of the applicant to Membership would be prejudicial to the interests of the Company, which decision shall be reported to the next following meeting of the Council for ratification or otherwise. The Council shall have full discretion as to the admission or non‑admission of any person to Membership and shall not be bound to assign any reason for non‑admission of any person to such Membership. All Members must signify their agreement with the objects and aims of the Company.

4. Termination of Membership

4.1 A Member shall cease to be a Member of the Company in any of the following circumstances:‑

a) if by notice in writing lodged at the Office they resign from Membership, or

b) if they are removed from Membership by a resolution of the Council passed by a majority of three‑fourths of the votes cast upon such resolution at a meeting specially convened to consider such resolution of which they shall have been given reasonable notice and at which they shall have been given a reasonable opportunity of attending and being heard, or

c) if they are guilty of such conduct as is contrary to the objects of the Company.

4.2 The rights of a Member shall be personal and shall not be transferable and shall cease on their death.

5. General Meetings

5.1 The Company shall hold a general meeting of members 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 the notices calling it.

5.2 All general meetings, other than Annual General Meetings, shall be called Extraordinary General Meetings.

5.3 The Council may whenever they think fit convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on requisition as provided by Section 368 of the Act.

5.4 Twenty one days' notice in writing at least of every Annual General Meeting and of every general meeting convened to pass a Special Resolution, and fourteen days notice in writing at least of every other general meeting (exclusive in every case both of the day on which it is served or deemed to be served and of the day for which it is given), specifying the place, the date and the hour of meeting, and in the case of special business, the general nature of that business shall be given. With the consent of all the Members having the right to attend and vote, a general meeting may be convened by such notice as those Members may think fit.

5.5 The accidental omission to give notice of a general meeting to, or the non‑receipt of such notice by, any person entitled to receive notice shall not invalidate any resolution passed at any general meeting.

6. Proceedings at General Meetings

6.1 No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. Half of all members or six members (which ever is the lesser) personally present shall be a quorum.

6.2 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 on 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 at such other time and place as the Council may determine, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the Members present shall be a quorum.

6.3 The Chairperson (if any) of the Council shall preside as Chairman at every general meeting, but if there be no such Chairman, or if at any general 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 the Council, or if no such member be present, or if all the members of the Council present decline to take the Chair, they shall choose some Member of the Company who shall be present to preside.

6.4 The Chairperson may, with the consent of any general 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 business which might have been transacted at any 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.

6.5 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 upon the declaration of the result of the show of hands, demanded by the Chairperson or by whichever is the greater, of five Members present in person or by proxy, or a Member or Members present in person or by proxy representing one‑tenth of the total voting rights of all the Members having the right to vote at the meeting, and unless a poll be so demanded a declaration by the presiding Chairperson 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 Minute Book 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 that resolution.

6.6 The demand for a poll may be withdrawn.

6.7 In the case of an equality of votes, whether on a show of hands or on a poll, the Chairperson shall be entitled to a second or casting vote.

6.8 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 a poll has been demanded.

6.9 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 has been passed at a general meeting duly convened and held.

7. Votes of Members

7.1 Subject as hereinafter provided, every Member shall have one vote.

7.2 No Member other than a Member duly registered, who shall have paid 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.

7.3 Votes may be given on a poll either personally or by proxy. On a show of hands a Member present only by proxy, shall have no vote, but a proxy for a body may vote on a show of hands. A corporation may vote by its duly authorised representative appointed as provided by Section 375 of the Act.

7.4 Any instrument appointing a proxy shall be in the following form or as near thereto as circumstances will admit:‑

being a member of the above named Company, hereby

appoint

and failing him/her,

to vote for me and on my behalf at the (Annual or Extraordinary or Adjourned, as the case may be) General Meeting of the Company to be held on the day of and at every adjournment thereof.

Signed this day of

8. Representatives At Meeting

Any body which is a Member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any general meeting of the Company and the person so authorised shall be entitled to exercise the same powers on its behalf as if it were an individual Member of the Company.

9. Council Of Management

9.1 The Council shall consist of the Directors of the Company who shall not exceed seven nor be less than three in number including such persons not exceeding three in number, as shall be co‑opted in terms of Article 9.4 hereof.

9.2 A person shall not be eligible for appointment as a Director unless he or she is a member of the Company.

9.3 At each Annual General Meeting, the members may (subject to Article 9.1) elect any member to be a Director.

9.4 The Council may from time to time and at any time appoint any member of the Company as a member of the Council, either to fill a casual vacancy or by way of addition to the Council, provided that the maximum number of Council members prescribed in terms of Article 9.1 hereof be not thereby exceeded. Any member so appointed shall retain his office only until the next Annual General Meeting of the Company, but shall then be eligible for re‑election. Any member so appointed may in any event be removed at any time by a majority of the Council members.

9.5 No person who is not a Member of the Company shall in any circumstances be eligible to hold office as a member of the Council except as a co‑opted member in terms of Article 9.4.

9.6 No member of the Council shall receive any remuneration for their services in the capacity of Council member, but Council members shall be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Council or any committee thereof or General Meetings of or otherwise on the business of the Company. Nothing in this Article shall prevent any member of the Council being employed by the Company on a full time salaried basis in some capacity other than as a Member of the Council.

10. Powers of The Council

10.1 All cheques and other negotiable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Council from time to time by resolution may determine; and in the absence of such resolution by two of the Directors or by one of the Directors and the Secretary of the Company for the time being.

10.2 Any member of the Council who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Council in accordance with the provisions of Section 317 of the Act; he or she is debarred from voting on the question of whether or not the Company should enter into that arrangement.

10.3 The members for the time being of the Council may act notwithstanding any vacancy in the Council; provided always that in case the members of the Council shall at any time be reduced in number to less than the minimum number prescribed by or in accordance with these articles, it shall be lawful for them to act as the Council for the purpose of admitting persons to Membership of the Company, filling up vacancies in their body, or of summoning a general meeting, but not for any other purpose.

11. Secretary

11.1 The Council shall from time to time appoint a Secretary at such remuneration (subject to the provisions of Clause 5 of the Memorandum of Association) and upon such terms and conditions as they may think fit and any Secretary so appointed may be removed by them.

12. Disqualification Of Members Of The Council

A director shall automatically vacate office if:

(i) he or she resigns office by notice in writing;

(ii) if he or she become bankrupt or insolvent or apparently insolvent or shall suspend payment to, or compound with, his or her creditors;

(iii) a receiver or judicial factor is appointed to the whole or any part of his or her property;

(iv) he or she being a member of the Council ceases to hold office by virtue of any provisions of the Act or is disqualified by law from being the director of a company;

(v) he or she becomes incapable for medical reasons of fulfilling the duties of his or her office and such incapacity is expected to continue for a period of more than six months;

(vi) he or she is removed from office by a resolution passed by a majority of at least seventy-five per cent (75%) of the members of the Company voting at any General Meeting of the Association.

(vii) if he is removed from office by a resolution duly passed pursuant to Section 303 of the Act;

(viii) if he accepts any remuneration or other benefit in contravention of Clause 4 of the Memorandum of Association;

13. Proceedings Of The Council

13.1 Subject as hereinafter provided the Council may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. Unless otherwise determined three shall be a quorum. 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. Unless otherwise determined every meeting of the Council shall be held at the Office or at such other place in Scotland as the Chairman (if any) for the time being of the Council or (if there is no such Chairman) the Secretary shall direct.

13.2 On the request of a member of the Council the Secretary shall at any time, summon a meeting of the Council by notice (stating the time and place of such Meeting) served upon the 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. Any accidental omission or defect in any such notice or any accidental failure to give such notice to any member of the Council entitled thereto shall not invalidate any of the proceedings at such meetings so long as a quorum is present thereat.

13.3 The Council may delegate any of its powers to committees consisting of such member or members of the Council and such other persons whether or not members of the Council or of the Company as they think fit and any committee so formed shall in the exercise of the powers so delegated conform to any regulations imposed on it by the Council. The Chairman of each committee shall be ex officio a member of the Council. The meetings and proceedings of any such committee shall be governed by the provisions of the Council so far as applicable and so far as the same shall not be superseded by any regulations made by the Council. No Committee shall have power to bind the Company without the approval of the Council.

13.4 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.

14.