Wivenhoe Printworks Terms and Conditions/Articles

(Terms and Conditions still to be written)

Articles Link:
Click to view a PDF of our draft Articles.

Articles Text:

Companies Acts 1985 to 2006
Company limited by guarantee
MEMORANDUM OF ASSOCIATION
of
WIVENHOE PRINTWORKS
Each subscriber to this Memorandum of Association wishes to form a
company under the Companies Act 2006 and agrees to become a member of
the company.
Name of each subscriber Authentication by each subscriber

(to be added this week)

Date
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Companies Acts 1985 to 2006
Company limited by guarantee
ARTICLES OF ASSOCIATION OF
WIVENHOE PRINTWORKS
1. Purposes
1.1 The Purposes of the Company are to set up and run a community
print workshop
2. Powers
The Company has the following powers, which may be exercised only
in promoting the Purposes:
2.1 To establish a programme of educational classes and events
2.2 To share creative and practical printmaking skills and expertise
2.3 To publish, display and promote the creative work of Members, and
others who use workshop facilities, through online publications,
exhibitions and media events
2.4 To purchase printmaking equipment, tools and materials for use by or
resale to Members or other workshop users
2.5 To provide advice or information to all and to provide expertise and
support to members (financial, project and organisational management
advice);
2.6 to carry out research;
2.7 To work with other bodies to attract and secure funding for projects of
mutual benefit to Members and the wider community
2.8 To work with other bodies/organisations on complementary projects
2.7 to accept gifts and to raise funds;
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2.8 to borrow money;
2.9 to give security for loans or other obligations;
2.10 to acquire or hire property of any kind;
2.11 to let or dispose of property of any kind;
2.12 to set aside funds for special purposes or as reserves against future
expenditure;
2.13 To take out loans or invest funds in an appropriate manner, after taking
account of financial advice from experts in the field
2.14 to insure the property of the Company against any foreseeable risk
and take out other insurance policies to protect the Company when
required;
2.15 to employ paid or unpaid agents, staff or advisers;
2.16 to enter into contracts to provide services to or on behalf of other
bodies;
2.19 to establish or acquire subsidiary companies;
2.20 to do anything else within the law which promotes or helps to promote
the Purposes.
3. The Directors
3.1 The Directors as Company Directors have control of the Company and
its property and funds.
3.2 The first Directors shall be appointed from amongst the subscribers to
the Memorandum. Subsequent Directors are elected by the Members
or co-opted by the Directors in accordance with Article 3.9.
3.3 The Directors when complete consist of at least four individuals, over
the age of 18, and no more than 12 individuals, all of whom must be
Members and support the Purposes.
3.4 A Director may not act as a Director unless he/she
(1) is a Member (unless s/he is a co-opted Director) ; and
(2) has signed a written declaration of willingness and eligibility to
act as a Company Director of the Company and confirmation
that s/he support the Purposes of the Company.
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3.5 One third (or the number nearest one third) of the Directors must retire
at each AGM (or if there are fewer than five Directors a minimum of one);
those longest in office retiring first and the choice between any of equal
service being made by drawing lots.
3.6 A retiring Director who is eligible under Article 3.3 may be reappointed
or re-elected at the next AGM.
3.7 A Director’s term of office as such automatically terminates if he/she:
(1) is disqualified from acting as a Company Director;
(2) is incapable, whether mentally or physically, of managing his/her
own affairs;
(3) is absent without permission from three consecutive meetings of
the Directors: or
(5) resigns by written notice to the Directors (but only if at least two
Directors will remain in office);
(6) ceases to be a Member (unless s/he is a co-opted Director); or
(6) is removed by the Members
3.8 The Directors may at any time appoint any individual who is eligible
under Article 3.3 as a Director to fill a vacancy in their number, but a
appointed Director holds office only until the next AGM (but is eligible
for reappointment or election).
3.9 The Directors may at any time Co-opt a Director, up to a maximum of
three. Co-opted Directors will remain as Co-opted Directors for up to
two years and will be subject to ratification by the Members at the next
AGM. A Co-opted Director need not be a member.
3.10 In any case where the company has no Directors the Members must
within 21 clear days elect at least two Directors.
3.11 A technical defect in the appointment of a Director of which the
Directors are unaware at the time does not invalidate decisions taken
at a meeting.
4. Directors’ proceedings
4.1 The Directors must hold at least four meetings each year.
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4.2 Any Director may call a meeting by giving reasonable notice of the
meeting to the Directors. Notice of any meeting must indicate its
proposed date, time and place; the agenda items, and, if any Directors
participating in the meeting will not be in the same place, how it is
proposed they will communicate with the meeting.
4.3 A quorum at a meeting may be fixed from time to time by a decision of
the Directors, but it must never be less than two, and unless otherwise
fixed it is two. If the total number of Directors falls below the quorum
required, the Directors must not take any decision other than a decision
to call a General Meeting so as to enable the Members to appoint
further Directors
4.4 A meeting of the Directors may be held either in person or by suitable
electronic means agreed by the Directors in which all participants may
communicate with all the other participants.
4.5 The Chair or (if the Chair is unable or unwilling to do so) some other
Director chosen by the Directors present presides at each meeting.
4.6 Any issue may be determined by a simple majority of the votes cast at a
meeting, and a resolution in writing notified to all the directors and
agreed by a simple majority of the Directors (other than any Conflicted
Director who has not been authorised to vote) is as valid as a
resolution passed at a meeting. For this purpose the resolution may be
contained in more than one document.
4.7 Every Director has one vote on each issue but, in case of equality of
votes, the chair has a second or casting vote.
4.8 A procedural defect of which the Directors are unaware at the time
does not invalidate decisions taken at a meeting.
5. Directors’ powers
5.1 Directors will consult Members on key areas before decisions are made
and it will hold consultation meetings for this purpose. The decision
making process will be based upon the inclusion and opportunity to
engage in the process through the Membership. On all major decisions
the Directors will consult the Members. The definition of a major
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decision shall be determined by the first General Meeting of the
Members.
5.2 The Directors are responsible for the management of the company’s
business and have the following powers in the administration of the
Company in their capacity as Directors:
5.2.1 To appoint (and remove) any person (who may be a Director) to act as
Secretary in accordance with the Companies Act.
5.2.2 To appoint a Chair, and other honorary officers from among
their number, and to terminate their appointment.
5.2.3 To form committees, with the agreement of Members, and to delegate
any of their functions to committees consisting of two or more
individuals appointed by them. At least one member of every
committee must be a Director and all proceedings of committees must
be reported promptly to the Directors.
5.2.4 To make standing orders, or other regulations consistent with the
Articles and the Companies Act to govern proceedings at general
meetings; their proceedings and proceedings of committees; and the
administration of the Company and the use of its seal (if any).
5.2.5 To establish procedures to assist the resolution of disputes or
differences within the Company.
5.2.6 To exercise in their capacity as Directors any powers of the Company
which are not reserved to the Members.
6. Benefits and Conflicts
6.1 The property and funds of the Company must be used only for
promoting the Purposes and do not belong to the Members, but subject
to compliance with Article 6.4:
(1) Members including Directors or Connected Persons may enter
into contracts with the Company and receive reasonable
payment for goods or services supplied;
(2) Members including Directors may be employed by the Company,
but Directors are not entitled to remuneration for services as
Company Directors;
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(3) Members, Directors and Connected Persons may be paid
interest at a reasonable rate on money lent to the Company;
(4) Members, Directors and Connected Persons may be paid a
reasonable rent or hiring fee for property let or hired to the
Company; and
(5) Members, Directors and Connected Persons may receive
benefits on the same terms as any other beneficiaries.
6.2 A Director must not receive any payment of money or other material
benefit (whether directly or indirectly) from the Company except:
(1) as mentioned in Articles 6.1;
(2) reimbursement of reasonable out-of-pocket expenses (including
hotel and travel costs) actually incurred in running the Company;
(3) the benefit of indemnity insurance;
(4) an indemnity in respect of any liabilities properly incurred in
running the Company (including the costs of a successful defence
to criminal proceedings);
(5) in exceptional cases, other payments or benefits (but only with
the approval or affirmation of the Members).
6.3 Subject to Clause 6.4, any Director who becomes a Conflicted
Director in relation to any matter must:
(1) declare the nature and extent of his or her interest before
discussion begins on the matter;
(2) withdraw from the meeting for that item after providing any
information requested by the Directors;
(3) not be counted in the quorum for that part of the meeting; and
(4) be absent during the vote and have no vote on the matter.
6.4 When any Director is a Conflicted Director, the Directors who are not
Conflicted Directors, if they form a quorum without counting the Conflicted
Director and are satisfied that it is in the best interests of the Company to
do so, may by resolution passed in the absence of the Conflicted Director
authorise the Conflicted Director, notwithstanding any conflict of interest
or duty which has arisen or may arise for the Conflicted Director, to:
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(1)continue to participate in discussions leading to the making of a
decision and/or to vote, or
(2)disclose to a third party information confidential to the Company, or
(3)take any other action not otherwise authorised which does not
involve the receipt by the Conflicted Director or a Connected Person
of any payment or material benefit from the Company or
(4)refrain from taking any step required to remove the conflict.
7. Records and Accounts
7.1 The Directors must comply with the requirements of the Companies Act
as to keeping records, the audit or independent examination of
accounts and the preparation and transmission to the Registrar of
Companies required by law including:
(1) annual returns;
(2) annual reports; and
(3) annual statements of account.
7.2 The Directors must also keep records of:
(1) all proceedings at meetings of the Directors;
(2) all resolutions in writing;
(3) all reports of committees; and
(4) all professional advice obtained.
7.3 Accounting records relating to the Company must be made available for
inspection by any Director at any time during normal office hours .
7.4 A copy of the Company’s constitution and latest available statement of
account must be supplied on request to any Director.
8. Membership
8.1 The Company must maintain a register of Members.
8.2 The subscribers to the Memorandum are the first Members. No person
shall become a Member of the company unless:
 that person has completed an application for Membership in a form
approved by the Directors,
 they have paid their Membership fee
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 the Directors have approved the application
8.3 Members will pay an annual (or other periodic) subscription as set at a
General Meeting. Except under special circumstances Membership
fees will not be refunded if Members decide to leave.
8.4 The form and the procedure for applying for Membership is to be
prescribed by the Directors.
8.5 Membership is not transferable.
8.6 Membership terminates if
 the member has withdrawn from Membership of the company by
giving one months’ notice to the company in writing
 the payment of the annual (or other periodic) subscription is
overdue by three months
 the person has been removed as a member by the other members
or the Directors, at a meeting of which they have been given 14
clear days notice of, and have been given the opportunity to make
representations to.
9. General Meetings
9.1 Members are entitled to attend general meetings in person or by proxy
(but only if the appointment of a proxy is in writing and notified to the
Company at least 48 hours before the commencement of the meeting).
9.2 The Members may, at a General Meeting and by special resolution,
recommend the Directors to take, or refrain from taking, specified
action.
9.3 Members shall be notified of an intention to hold a General meeting at
least 28 days before the meeting, and given the opportunity to request
agenda items. These must be notified to the Board at least 20 days
before the meeting. The general meeting will then be called on at least
14 clear days’ written notice indicating the business to be discussed
and (if a special resolution is to be proposed) setting out the terms of
the proposed special resolution.
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9.4 There is a quorum at a general meeting if the number of Members
present in person or by proxy is at least one quarter of the Membership or
6 members whichever is the higher. If a quorum is not achieved within half
an hour of the time at which the meeting was due to start the meeting will
be adjorned until one week’s time, at the same place (unless otherwise
determined by the Chair). If at that meeting, a quorum is not achieved
within half an hour of the time at which the meeting was due to start the
meeting shall proceed with those members present.
9.5 The chair of the Board is the Chair at a general meeting. If the chair of
the Board is not present the Chair is elected by the Members present in
person or by proxy
9.6 Except where otherwise provided by the Articles or the
Companies Act, every issue is decided by ordinary resolution.
9.7 Every Member present in person or by proxy has one vote
on each issue.
9.7 Except where otherwise provided by the Articles or the Companies Act,
a written resolution (whether an ordinary or a special resolution) is as
valid as an equivalent resolution passed at a general meeting. For this
purpose the written resolution may be set out in more than one
document.
9.8 Except at first, the Company must hold an AGM in every year. The first
AGM must be held within 18 months after the Company’s incorporation
9.9 Members must annually at the AGM:
(1) receive the accounts of the Company for the previous financial
year;
(2) receive a written report on the Company’s activities;
(3) be informed of the retirement of those Directors who wish to
retire or who are retiring by rotation;
(4) elect Directors to fill the vacancies arising;
(5) appoint reporting accountants or auditors for the Company;
9.11 A general meeting may be called by the Directors at any time
and must be called within 21 days of a written request from one or more
Directors (being Members), at least 10% of the Membership or (where no
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general meeting has been held within the last year) at least 5% of the
Membership
9.12 A general meeting may be held either in person or by suitable
electronic means agreed by the Directors in which all participants may
communicate with all the other participants
9.13 The Chair of the meeting may adjourn a General Meeting at
which a quorum is present if the meeting consents to an adjournment, or it
appears to the Chair of the meeting that an adjournment is necessary to
protect the safety of any person attending the meeting or ensure that the
business of the meeting is conducted in an orderly manner; or if directed
to do so by the meeting.
9.14 Every Member present in person or by proxy has one
vote on each issue
9.15 A technical defect in the appointment of a Member of which the
Members are unaware at the time does not invalidate a decision taken at
a general meeting or a Written Resolution.
10. Limited Liability
The liability of Members is limited.
11. Guarantee
Every Member promises, if the Company is dissolved while he/she
remains a Member or within one year after he/she ceases to be a
member, to pay up to £1 towards:
11.1 payment of those debts and liabilities of the Company incurred
before he/she ceased to be a Member;
11.2 payment of the costs, charges and expenses of winding up; and
11.3 the adjustment of rights of contributors among themselves.
12. Communications
12.1 Notices and other documents to be served on Members or Directors
under the Articles or the Companies Act may be served:
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(1) by hand;
(2) by post;
(3) by suitable electronic means; or through publication in the
Company’s newsletter.
12.2 The only address at which a Member is entitled to receive notices sent
by post is an address in the U.K. shown in the register of Members.
12.3 Any notice given in accordance with these Articles is to be treated for
all purposes as having been received:
(1) 24 hours after being sent by electronic means, or delivered by
hand to the relevant address; or
(2) two clear days after being sent by first class post to that address;
or
(3) three clear days after being sent by second class or overseas
post to that address; or
(4) immediately on being handed to the recipient personally;
or, if earlier,
(5) as soon as the recipient acknowledges actual receipt.
12.4 A technical defect in service of which the Directors are unaware at the
time does not invalidate decisions taken at a meeting.
13. Dissolution
13.1 If the Company is dissolved, the assets (if any) remaining after
providing for all its liabilities must be applied in one or more of the
following ways:
(1) by transfer to one or more other bodies established for
purposes, the same as or similar to the Purposes;
(2) directly for the Purposes or for purposes which are within or
similar to the Purposes.
14. Interpretation
14.1 The Articles are to be interpreted without reference to the model
articles under the Companies Act, which do not apply to the Company.
14.2 In the Articles, unless the context indicates another meaning:
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‘AGM’ means an annual general meeting of the Company;
‘the Articles’ means the Company’s Articles of Association and
‘Article’ refers to a particular Article;
‘Chair’ means the chair of the Directors;
‘the Company’ means the company governed by the Articles;
‘Company Director’ has the meaning prescribed by the
Companies Act;
‘clear day’ does not include the day on which notice is given or
the day of the meeting or other event;
‘the Companies Act’ means the Companies Acts 1985 to 2006;
‘Conflicted Director’ means a Director in respect of whom a
conflict of interest arises or may reasonably arise because the
Conflicted Director or a Connected Person is receiving or stands
to receive a benefit (other than payment of a premium for
indemnity insurance) from the Company, or has some separate
interest or duty in a matter to be decided, or in relation to
information which is confidential to the Company;
‘Connected Person’ means, in relation to a Director, a person
with whom the Director shares a common interest such that
he/she may reasonably be regarded as benefiting directly or
indirectly from any material benefit received by that person,
being either a member of the Director’s family or household or a
person or body who is a business associate of the Director, and
(for the avoidance of doubt) does not include a company with
which the Director’s only connection is an interest consisting of
no more than 1% of the voting rights;
‘constitution’ means the Memorandum and the Articles and any
special resolutions relating to them;
‘electronic means’ refers to communications addressed to
specified individuals by telephone, fax or email or, in relation to
meetings, by telephone conference call or video conference;
‘financial year’ means the Company’s financial year;
‘firm’ includes a limited liability partnership;
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‘indemnity insurance’ means insurance against personal liability
incurred by any Director for an act or omission which is or is
alleged to be a breach of trust or breach of duty, unless the act
or omission amounts to a criminal offence or the Director
concerned knew that, or was reckless whether, the act or
omission was a breach of trust or breach of duty;
‘material benefit’ means a benefit, direct or indirect, which may
not be financial but has a monetary value;
‘Member’ and ‘Membership’ refer to company Membership of the
Company;
‘Memorandum’ means the Company’s Memorandum of
Association;
‘month’ means calendar month;
‘ordinary resolution’ means a resolution agreed by a simple
majority of the Members present and voting at a general meeting
or in the case of a written resolution by Members who together
hold a simple majority of the voting power. Where applicable,
‘Members’ in this definition means a class of Members;
‘the Purposes’ means the Purposes of the Company as defined
in Article 1;
‘Resolution in writing’ means a written resolution of the Directors
or the Members;
‘Secretary’ means a company secretary;
‘special resolution’ means a resolution of which at least 14 days’
notice has been given agreed by a 75% majority of the Members
present and voting at a general meeting or in the case of a
written resolution by Members who together hold 75% of the
voting power. Where applicable, ‘Members’ in this definition
means a class of Members;
‘Director’ means a director of the Company and ‘Directors’
means the directors but where a Director is a corporate body
‘Director’ includes where appropriate the named representative
of the Director;
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‘written’ or ‘in writing’ refers to a legible document on paper or a
document sent by electronic means which is capable of being
printed out on paper;
‘written resolution’ refers to an ordinary or a special resolution
which is in writing;
‘year’ means calendar year.
14.3 Expressions not otherwise defined which are defined in the
Companies Act have the same meaning.
14.4 References to an Act of Parliament are to that Act as amended
or re-enacted from time to time and to any subordinate
legislation made under it.
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