Company number. SC 267317
THE COMPANIES ACTS 1985 - 1989
Company
limited by guarantee
and not
having a share capital
MEMORANDUM &
ARTICLES of ASSOCIATION
of
Clan Donnachaidh Society
Incorporated on 3rd May 2004
J. & H. Mitchell, W.S.
Pitlochry and Aberfeldy
THE COMPANIES ACTS 1985 -1989
Company
limited by guarantee and not having a share capital
MEMORANDUM of ASSOCIATION
of
Clan Donnachaidh
Society
The Memorandum of Association
sets out the Objects of the Company
and the Powers conferred upon
it to enable it to achieve its Objects,
confirms the limit of
liability upon its Members and
explains what is to happen to
any surplus assets upon its dissolution.
1. The name of the
company is “Clan Donnachaidh Society” (“the Society”).
2. The Registered
Office of the Society is situated in Scotland.
3. The definitions
and meanings specified in Article 1 (b) of the Trust's Articles of
Association shall have effect as if repeated in this Memorandum of
Association.
4.
The Objects of the Society ("the Objects") are:
(a) to promote the
history, heritage, traditions and sentiment of the Clan Donnachaidh in
Scotland and elsewhere in the world;
(b) to
promote education of the public generally and to conduct educational
research programmes, publications and the creation of other materials
conducive to the Objects;
(c) to
provide, maintain and administer facilities for the advancement of
education and for the conservation and preservation of the lands,
buildings, traditions, museum, records and artefacts of whatever nature
relating to the Clan Donnachaidh;
(d) to
encourage, sustain and support educational establishments and other
charitable bodies by giving from time to time grants, prizes,
subscriptions and donations; and
(e) to do
anything as will further the attainment of these Objects, except that the
members of the Society will not be permitted to do anything political or
sectarian in their capacity as members of the Society or, if at any time
the Society is a recognised charity in Scotland anything which would cause
the Society to cease to be so recognised.
5. The Society shall have the
following powers (but only in furtherance of the Objects):
(a) To promote and carry out
research, surveys and investigations and develop initiatives, projects and
programmes conducive to the Objects.
(b) To prepare and organise,
promote and implement training courses, exhibitions, lectures, seminars,
conferences, events and workshops, to collect, collate, disseminate and
exchange information and to prepare, produce, edit, publish, exhibit and
distribute articles, pamphlets, books and other publications, tapes,
motion and still pictures, music and drama and other materials , all in
any medium, conducive to the Objects.
(c) To provide advice, consultancy,
training, tuition, expertise and assistance in furtherance of the Objects.
(d) To purchase, take on lease,
hire, or otherwise acquire, any property wheresoever situated which are
suitable for the activities of the Society
and to construct, convert, improve,
develop, maintain, alter and demolish any buildings or erections whether
of a permanent or temporary nature, and manage and operate or arrange for
the professional management and operation of the Trust's property.
(e) To sell, let, hire, license,
give in exchange and otherwise dispose of all or any part of the property
of the Society, wheresoever situated.
(f) To establish and administer a
building fund or funds or guarantee fund or funds or endowment fund or
funds in furtherance of the Objects.
(g) To employ, train and pay such
staff as are considered appropriate for the proper conduct of the
activities of the Society and if appropriate to make reasonable provision
for the payment of pension and/or other benefits therefor.
(h) To engage such consultants and
advisers as are considered appropriate from time to time.
(i) To effect insurance of all
kinds (which may include liability insurance in respect of Members of
Council and employees).
(j) To invest any funds which are
not immediately required for the activities of the Society in such
investments as may be considered appropriate and to dispose of, and vary,
such investments.
(k) To borrow or raise money for
the Objects and to give security in support of any such borrowings by the
Society and/or in support of any obligations undertaken by the Society.
(l) To accept subscriptions,
grants, donations, gifts, legacies and endowments of all kinds, either
absolutely or conditionally or in trust for any of the Objects.
(m) To encourage and develop a spirit
of voluntary or other commitment by individuals, organisations,
authorities and others and any groups or groupings thereof willing to
assist the Society to achieve the Objects.
(n) To establish, manage and/or
support any other charitable organisation, and to make donations for any
charitable purpose falling within the Objects.
(o) To establish, operate and
administer and/or otherwise acquire separate trading companies or
associations, whether charitable or not.
(p) To enter into any arrangement
with any organisation, government or authority which may be advantageous
for the purposes of the activities of the Society and to enter into any
arrangement for co-operation, mutual assistance, or sharing profit with
any charitable organisation.
(q) To take such steps as may be
deemed appropriate for the purpose of raising funds for the activities of
the Society.
(r) To accept grants, donations and
legacies of all kinds (and to accept any reasonable conditions attaching
to them).
(s) To oppose, or object to, any
application or proceedings which may prejudice the interests of the
Society.
(t) To carry out the Objects in any
part of the world as principal, agent, contractor, trustee or in any other
capacity and through an agent, contractor, sub-contractor, trustee or any
person acting in any other capacity and either alone or in conjunction
with others.
(u) To do anything which may be
incidental or conducive to the furtherance of the Objects.
6.
(a) The income and property of the Society shall be applied solely
towards promoting the Objects.
(b) No part of the income or
property of the Society shall be paid or transferred (directly or
indirectly) to the members of the Society, whether by way of dividend,
bonus or otherwise.
(c) No Member of Council of the
Society shall be appointed as a paid employee of the Society, or shall
hold any office under the Society for which a salary or fee is payable.
(d) No benefit (whether in money or
in kind) shall be given by the Society to any member or Member of Council
except the possibility of:
(i) repayment of out-of-pocket
expenses to Members of Council (subject to prior agreement by the
Council); or
(ii) reasonable remuneration to a
member or any Members of Council in return for specific services actually
rendered to the Society (not being of a management nature normally carried
out by a director of a company); or
(iii) payment of
interest at a rate not exceeding the commercial rate on money lent to the
Society by any member or Member of Council; or
(iv) payment of rent at
a rate not exceeding the open market rent for property let to the Society
by any member or Member of Council; or
(v) the purchase of property from
any member or Member of Council at or below market value and to sell
assets to any member or Member of Council providing such sale is at or
above market value.
7. The liability of
the members is limited.
8. Every member of
the Society undertakes to contribute such amount as may be required (not
exceeding £1) to the property of the Society if it should be wound up
whilst he, she or it is a member or within one year after he, she or it
ceases to be a member (for whatever reason), for payment of its debts and
liabilities contracted before he, she or it ceases to be a member, and of
the costs, charges and expenses of winding up.
9.
(a) The winding-up of the Society may take place only on the
decision of not less than 75% of its Ordinary Members who are present at a
General Meeting called specifically (but not necessarily exclusively) for
the purpose, in respect of which not less than 60 clear days’ prior notice
has been given in terms of Article 21 (a) of the Society’s Articles of
Association.
(b) If, on the
winding-up of the Society, any property remains, after satisfaction of all
its debts and liabilities, such property shall be given or transferred to
any one or more charities preferably situated in Perthshire but at least
in Scotland having the same or a similar object to the Objects.
(c) The charity or
charities to which the property is to be transferred in terms of
sub-clause (b) hereof shall be determined on the decision of not less than
75% of the Ordinary Members of the Society who are present at a General
Meeting called validly and specifically (but not necessarily exclusively)
for the purpose or, failing that, by a decision of not less than 75% of
the Council or, failing that, as determined by an arbiter to be chosen
amicably by the Council or, failing such amicable choice, by an arbiter
appointed on its behalf by the Sheriff of Tayside, Central and Fife at
Perth, the decision of such arbiter being final and binding upon the
Society, with the costs thereof being borne by the Society.
THE COMPANIES ACTS 1985 -
1989
Company
limited by guarantee and not having a share capital
ARTICLES of ASSOCIATION
of
Clan Donnachaidh
Society
The Articles of Association
provide the administrative constitution of the Company,
establishing its membership,
providing for meetings of members, establishing its board of management,
providing for meetings of the board and confirming ancillary matters.
I
DEFINITIONS
1. (a) The
regulations contained in Table C in the Companies (Tables A to F)
Regulations 1985, or as may be amended or re-enacted, shall not apply to
the Society.
(b) In these
Memorandum and Articles of Association, the words standing in the first
column of the following table shall bear the meaning set opposite to them
respectively in the second column thereof, if not inconsistent with the
subject or context:
(c)
(c) Words importing
the singular number only shall include the plural number, and vice
versa; and
(d) Words importing the
masculine gender only shall include the feminine gender.
(e) Subject as
aforesaid, any words or expressions defined in the Act shall, if not
inconsistent with the subject or context, bear the same meanings in the
Articles.
2. The Society is
established to achieve the Objects expressed in the Memorandum.
II
GENERAL STRUCTURE OF THE TRUST
3 The structure of
the Society comprises:
(a) Members -
who have the right to attend the AGM (and any EGM) and have important
powers under these Articles and the Act, particularly in electing people
to serve as Members of Council and taking decisions in relation to any
changes to these Articles; and
(b) The Council
- which holds regular meetings between each AGM, sets the strategy and
policy of the Society, generally controls and supervises the activities of
the Society and, in particular, is responsible for monitoring its
financial position and, where there are no employees or managers
appointed, is responsible also for the day-to-day management of the
Society.
III
MEMBERSHIP
4. The first members
of the Society shall consist of all individuals, wherever situated in the
world, who are, at the date of incorporation hereof, the members of the
unincorporated association also known as 'The Clan Donnachaidh Society'
having its principal place of business at the Clan Donnachaidh Centre,
Bruar, by Pitlochry, Perthshire, as evidenced by the records of its
Membership Secretary.
.5. From and after
the date of incorporation hereof, membership of the Society shall be open
to any person interested in its Objects, subject to his or her paying the
annual or other subscription due. The Society particularly espouses those
persons who by birth, marriage, or adoption bear the names of Duncan, Reid
and Robertson and the names of other accepted septs of the Clan
Donnachaidh, which include Collier, Colyear, Connachie, Conochie, Cunnison,
Dobbie, Dobbin, Dobie, Dobieson, Dobinson, Dobson, Donachie, Donachy,
Duncanson, Dunnachie, Hobson Inches, Kynoch, MacConachie, MacConchie,
MacConechy, MacConich, MacConnochie, MacDonachie, MacGlashan, MacInroy,
MacIver, MacIvor, MacJames, MacLagan, MacCullich, MacOnachie, MacRobbie,
MacRobert, MacRoberts, MacRobie, MacWilliam, Read, Reed, Robbie, Roberts,
Robinson, Robson, Roy, Skene, Stark, Tonnochy (and other variations in the
spelling of these names).
6. The Membership
comprises:
(a) Ordinary
Members, who shall be aged 18 or over and shall each pay the specified
Annual subscription, Five Year Term subscription (being equivalent to
four-fifths of the Annual subscription committed for each of five years)
or Life subscription (being a once only payment as determined from time to
time by the Council).
(b) Junior Members,
who shall be either:
(i) the children or
grandchildren of existing Ordinary Members under twenty-one years of age,
who are part of the Youth Member Programme who shall not be obliged to pay
any subscription; or
(ii) all others under
the age of 18 who wish to be members who shall be obliged to pay such
subscription as may be determined from time to time by the Council.
(c) Life Honorary
Members, who may be elected from time to time by the Council and whose
election shall be confirmed at the next following Annual General Meeting
of the Society, who shall not be required to pay any subscription and who
shall remain as Honorary Members for life, or until any recall of such
election at any time by an Annual General Meeting, or by a special general
meeting called inter alia for that purpose.
(d) Temporary
Honorary Members, who may be elected from time to time by the Council
and whose election shall be confirmed at the next following Annual General
Meeting of the Society, who shall not be required to pay any subscription
and who shall remain as Honorary Members, either for a fixed period of
five years or for such other fixed period as the Council determine or for
an unspecified period until such appointment be terminated by them. At the
expiry of the said fixed period, these Temporary Honorary Members may be
re-elected likewise.
(e) Corporate
Members, who shall each pay a subscription equivalent to four times
the specified Annual subscription due by Ordinary Members. Apart from the
reference in Article 6 (a), all other references to Ordinary Members
within the Constitution shall refer equally to Corporate Members, each
Corporate Member having one vote, exercised by an Authorised
Representative whose written appointment shall be intimated to the
Secretary of the Society, the most recent notice validly served on the
Secretary determining who the appropriate authorised representative shall
be in the event of any dispute.
7. Employees of the
Society shall not be eligible to be members of Council except as
Secretary, Treasurer, Keeper of Records and Relics and/or Chaplains.
8. The Council shall
maintain a Register of Members, setting out all relevant details of each
member and the relative category of membership, together where relevant
with details of the Authorised Representative.
IV
APPLICATION FOR MEMBERSHIP
9. Any individual
who or organisation which wishes to become a member of the Society must
sign a written application for membership in the form prescribed, if any,
by the Council from time to time and lodge it at the Office (or other
address specified therein).
10. A successful
application for membership will not become effective until payment of the
appropriate membership subscription has been received.
V
MEMBERSHIP SUBSCRIPTIONS
11. Members shall be
required to pay the appropriate membership subscription, if any.
12. The Ordinary
Members may at any or each AGM set the subscriptions rates. Not less than
once every five years, the Ordinary Members should also review the life
subscription rate. Only those members who have paid their current
subscription (where these are set) are entitled to take part in and vote
at any General Meeting.
13. The annual
subscription shall be due and payable by 1st January in each year. If the
membership subscription payable by any member remains outstanding for more
than two years after the date on which it fell due (and providing the
member in question has been given at least one written reminder), then,
unless the arrears be paid within three months after due notice, he or she
shall no longer be a Member of the Society
14. An individual or
organisation who ceases (for whatever reason) to be a member shall not be
entitled to any refund of membership subscription.
VI
CESSATION OF MEMBERSHIP
15. Any
member, or Authorised Representative thereof appointed in terms of Chapter
III, may no longer serve as such in any one or more of the following
events:
(a) if by notice in
writing to the Office he, she or it resigns his, her or its membership; or
(b) if, being an
individual, he or she becomes a bankrupt person, or insolvent or
apparently insolvent or makes any arrangement or composition with his or
her creditors generally; or
(c) if, being an
individual, he or she becomes prohibited from being a Member of Council
(and, as such, a director of a limited company) by reason of any order
made under the Company Directors Disqualification Act 1986 and every
statutory modification and re-enactment thereof for the time being in
force; or
(d) if the terms of
Article 13 are invoked by the Council; or
(e) if a resolution
that a member be removed from the Society is passed by a majority of at
least 75% of the Members of Council present and voting at a meeting of the
Council, of which not less than 14 days' previous notice specifying the
intention to propose such resolution and the general grounds on which it
is proposed shall have been sent to all Members of Council and also to the
member whose removal is in question, such member being entitled to be
heard by the Council at that meeting; or
(f) if, being an
individual, he or she dies; or
(g) if,
being an organisation, it goes into receivership, goes into liquidation
dissolves or otherwise ceases to exist.
16. Membership is
neither transferable nor assignable to any other individual or
organisation.
VII
AFFILIATED BRANCHES
WORLDWIDE
17. The setting up of
Affiliated Branches of the Society worldwide is to be encouraged Any
association (whether incorporated or unincorporated) which seeks to become
an Affiliated Branch of the Society may apply to the Council for approval
as an Affiliated Branch of the Society by writing to the Secretary with a
copy of its actual or proposed constitution and bye-laws. The Council
shall, at its sole discretion and subject to such directions as it may
choose to make, determine the application at its next meeting held at
least one month after receipt of such application by the Secretary. Only
those associations so approved by the Council may be admitted as and be
entitled to call or style themselves as Affiliated Branches of the
Society. The Chairman of each Affiliated Branch of the Society must be an
Ordinary Member of the Society and may attend meetings of Council in terms
of Article 53 (a) hereof. No member of an Affiliated Branch of the Society
will thereby be a member of the Society (unless he or she is also admitted
as an Ordinary, Junior or Honorary Member in terms of Chapter III
hereof).
VIII
GENERAL MEETINGS
(Meetings of Members)
18. The Council shall
convene the Annual General Meeting of the Society, which shall take place
not later than the end of October in each year.
19. The business of
the AGM shall be:
(a) the consideration
and adoption of the Council's Report;
(b) the election of
Members to Council, as required;
(c) the level of
membership subscriptions;
(d) the appointment as
required of the Honorary President, the Honorary Vice-Presidents, the
Honorary Chaplains or Chaplain and the Honorary Piper (if any);
(e) the appointment of
the Secretary (who must be ordinarily resident in Scotland), the Treasurer
(who may be the same person as the Secretary), the Editor of the Clan
Annual and the Keeper of the Records, as and when necessary;
(f) the report of the
independent financial examiner;
(g) the adoption of
the Accounts of the Society for the year;
(h) appointment of the
independent financial examiner; and
(i) any other
competent business.
20. (a) All
General Meetings, other than AGMs, shall be called Extraordinary General
Meetings.
(b) The
Council may convene an EGM whenever it thinks fit.
(c) The
Council must convene an EGM within 28 days of a valid requisition. To be
valid, such requisition must be signed by not less than ten Ordinary
Members, must clearly state the objects of the meeting and must be
deposited at the Office. The requisition may consist of several documents
in like form each signed by one or more requisitionists.
21.
(a) 21 clear days’ notice at the least shall be given of every AGM
and EGM, except an AGM or EGM at which a motion calling for the
dissolution of the Society is to be considered, in which event not less
than 60 clear days’ notice shall be given.
(b) The
notice shall specify the place, the day and the hour of meeting and, in
the case of special business, the specific nature of that business.
(c) The
notice shall be sent, in the manner specified in Chapter XX, to all
members and to such persons or organisations as are under these Articles
or under the Act entitled to receive such notices.
(d) With
the consent of all the Ordinary Members having the right to attend and
vote thereat, a General Meeting may be convened by such shorter notice as
they may think fit in the circumstances.
(e) The
accidental omission to give notice of a General Meeting to, or the
non-receipt of such notice by, any members, persons or organisations
entitled to receive notice thereof shall not invalidate any resolution
passed at or proceedings of any AGM or EGM.
IX
VOTING AT GENERAL MEETINGS
22. The chairman of
the meeting (see Chapter XI) shall endeavour to achieve consensus wherever
possible but, if necessary, questions arising shall be decided by being
put to the vote.
23. (a) Each
Member of the Society shall have one vote, to be exercised in person
(which, where it is an organisation, is to be exercised in person by its
Authorised Representative appointed in terms of Chapter III).
(b) In the
event of an equal number of votes for and against any resolution, the
chairman of the meeting shall have a casting vote as well as any
deliberative vote.
(c) Any
Member of the Society unable to attend in person at any AGM or EGM may
offer his or her proxy to another Ordinary Member of the Society present
in person thereat. The Notice calling such AGM or EGM will include a
Proxy Notice which will be valid if completed, signed and lodged with the
Secretary prior to the beginning of the AGM or EGM in question.
24. 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 of the meeting whose decision
shall be final and conclusive.
25. A resolution put
to the vote at an AGM or EGM shall be decided verbally or on a show of
hands.
26. At any General
Meeting a resolution put to the vote of the meeting shall be voted upon
as follows:
(a)
Resolutions relating to the following matters shall require a special
decision of not less than 75% of the Members of the Society who are
present (or, being an organisation, whose Authorised Representative is
present) at the meeting, namely:
(i) to
alter the name of the Society; or
(ii) to
amend the Objects; or
(iii) to
amend these Articles; or
(iv) to
wind up of the Society in terms of Clause 9 (a) of the Memorandum of
Association and, where relevant, any decision requiring to be taken in
terms of Clause 9 (c) thereof; or
(v) to
sell any heritable property owned by the Society or any of its
subsidiaries and to purchase any heritable property wherever situated; or
(vi) to
form, acquire or dispose of any subsidiary; or
(vii) to
grant any guarantee or indemnity to any party, other than any wholly-owned
subsidiary of the Society; or
(viii) to
create or issue or allow to come into being any mortgage, security, charge
or other encumbrance upon any part or parts of the property or assets of
the Society or to obtain any advance or credit in any form other than
normal trade credit, or to create or issue by any subsidiary of any
debenture or loan stock; or
(ix) to
acquire or dispose, whether by the Society or by any of its subsidiaries,
of any shares of any other company or the participation or cessation of
participation by the Society or by any of its subsidiaries in any formal
trust or joint venture; or
(x) all
other Special Resolutions.
(b)
Ordinary business and ordinary resolutions shall be determined by a 50%
majority of the members of the Society who are present (or, being an
organisation, whose Authorised Representative is present) at the General
Meeting.
27. A resolution in
writing signed by or on behalf of all or a sufficient majority of the
Ordinary Members (as specified in terms of Article 28) shall be as valid
and effective as if the same had been passed at a General Meeting of the
Society duly convened and held. Such resolution may consist of several
documents in the same form, each signed by one or more Ordinary Members.
X
QUORUM AT GENERAL MEETINGS
28. The quorum for a
General Meeting shall be fifteen Ordinary Members, present in person (or,
if an organisation, via its Authorised Representative) or by proxy. No
business shall be dealt with at any General Meeting unless a quorum is
present.
29. If a quorum is not
present within 15 minutes after the time at which the General Meeting was
due to commence - or if, during a General Meeting, a quorum ceases to be
present - the General Meeting shall stand adjourned to such time and place
as may be fixed by the chairman of the meeting.
XI
CHAIRMAN OF GENERAL
MEETINGS
30. The Chairman of
the Society, whom failing the Vice-Chairman of the Society, shall act as
chairman of each General Meeting. If neither the Chairman nor the
Vice-Chairman is present and willing to act as chairman of the meeting
within 15 minutes after the time at which the AGM or EGM in question was
due to commence, the Members of Council present shall elect from among
themselves the Member of Council who will act as chairman of that meeting.
XII
COMPOSITION OF THE COUNCIL
31.
The affairs of the Society shall be directed and managed by a Council
appointed in terms of this Chapter.
32. Unless otherwise
determined by special resolution at a General Meeting (but not
retrospectively), the number of Members of Council shall be not less than
five.
33.
(a) The Council
of the unincorporated association also known as 'The Clan Donnachaidh
Society' having its principal place of business at the Clan Donnachaidh
Centre, Bruar, by Pitlochry, Perthshire, as at the date of incorporation
hereof shall form the Interim Council until the first AGM of the Society
after its incorporation in terms hereof.
(b) At the first AGM of the Society after incorporation hereof the
Interim Council shall retire, but may remain eligible for election
thereat.
34. From and
after the first AGM of the Society after its incorporation in terms
hereof, the Council shall comprise:
(a) the Chief of the
Clan Donnachaidh;
(b) the Secretary;
(c) the Treasurer;
(d) the Keeper of
Records and Relics;
(e) the Chaplains or
Chaplain; and
(f) up to twenty-one
other Ordinary Members of the Association, to be elected at the AGM
(“Elected Members of Council”) and to serve for a period of three
continuous years, after which each shall be eligible for re-election,
subject to the following conditions:
(i) proposal forms
for the election of these Ordinary Members as Elected Members of Council
shall be obtainable from the Secretary and must be completed and signed by
not less than two Ordinary Members, signed by the candidate as consenting
to his or her election and returned to the Secretary not later than 31st
January for election at the AGM in the same year;
(ii) in the event of
the number of candidates duly proposed for election as Elected Members of
Council not exceeding the number of vacancies, then no ballot shall take
place and such candidates shall duly be confirmed as Elected Members of
Council and their names announced at the AGM;
(iii) in the event of
the number of candidates duly proposed for election as Elected Members of
Council exceeding the number of vacancies then, as early as possible but
not less than two calendar months before such Meeting, the Secretary shall
issue ballot papers to all Ordinary Members on which shall be indicated
the number of vacancies and the number of candidates for election;
(iv) all such ballot
papers duly marked and returned by Ordinary Members and received not less
than three days before the AGM shall be valid and the result of the ballot
and the names of the elected candidates shall be announced at the AGM; and
(v) no Elected Members
of Council may serve for more than nine consecutive years, without at
least one year out of office.
35. Up to two
individuals may be co-opted from time to time by the Council itself, in
order to ensure a reasonable spread of skills on the Council, as follows:
(a) Subject to Article
35 (c), a Co-opted Member of Council shall serve until the next Annual
General Meeting after his or her co-option.
(b) A Co-opted Member
of Council can be re-co-opted at such next Annual General Meeting.
(c) A Co-opted Member
of Council can be removed from office at any time by a simple majority of
the Council.
(d) For the avoidance
of doubt, a Co-opted Member of Council may participate fully in and vote
at all Council meetings which he or she attends.
36. A Member of Council
shall be required or deemed to resign such office:
(a) if he or she is
employed by or holds any office of profit under or is employed by the
Society (except where the provisions of Clause 6 (d) (ii) of the
Memorandum shall apply); or
(b) if he or she
becomes a bankrupt person, or insolvent or apparently insolvent or makes
any arrangement or composition with his or her creditors generally; or
(c) if he or she
becomes prohibited from being a Member of Council (and, as such, a
director of a limited company) by reason of any order made under the
Company Directors Disqualification Act 1986 and every statutory
modification and re-enactment thereof for the time being in force; or
(d) if he or she
becomes incapable for medical reasons of fulfilling the duties of his or
her office and such incapacity, as certified by two medical practitioners,
is expected to continue for a period of more than six months from the date
or later date of such certification; or
(e) if he or she is
absent (without permission of the Council) from more than three
consecutive meetings of the Council, and the Council resolves to remove
him or her from office; or
(f) if by notice in
writing to the Office he or she resigns his or her office by giving
written notice to the Secretary, to take effect at the beginning of the
next Council meeting taking place more than forty-eight hours after the
receipt by the Secretary of such notice of retiral.
XIII
CHAIRMAN, VICE-CHAIRMAN,
INTERNATIONAL
VICE-CHAIRMAN AND THE EXECUTIVE COMMITTEE
37. The Council shall
meet as soon as practicable immediately after each AGM to appoint:
(a) the Chairman of
the Society, being a member of Council ordinarily resident in Scotland;
(b) a Vice-Chairman of
the Society, being a Member of Council;
(c) an International
Vice-Chairman, being a Member of Council; and
(d) its Executive
Committee comprising the Chairman, Vice-Chairman, the Secretary, the
International Vice-Chairman and up to four other members of Council to
conduct the necessary business and affairs of the Society, which Executive
Committee shall hold meetings as often as necessary, provided its quorum
is at least one-half of its membership;
all to hold office until the
end of the next AGM.
XIV
CONFLICTS OF INTEREST
38. (a)
All Members of Council and employees of the Society have an obligation to
notify any interests, including conflicts of interest, to the Secretary,
as they arise and at least annually.
(b) The
Council will instruct the Secretary to maintain a Register of Interests in
such form as it may from time to time determine, which shall be open for
inspection at the Office by both the Council and members of the Society
and, with the express prior written approval of the Member of Council or
employee concerned, by members of the public.
39. Whenever a Member
of Council finds that a conflict of interest may potentially arise or is
actually arising, he or she has a duty to declare this either in general
terms to the Secretary or specifically to the Council meeting in question.
It will be up to the Chairman in the former circumstances and up to the
chairman of the meeting in question in the latter circumstances to
determine whether the potential or real conflict simply be noted in the
Minutes of any relevant meeting, and/or whether the Member of Council in
question, whilst being permitted to remain in the meeting, must not
partake in discussions or decisions relating to such matter, or whether
the Member of Council in question should require to be absent from that
particular element of the meeting. In terms of Article 40 (b), where a
Member of Council leaves, or is required to leave, the meeting in
question, he or she no longer forms part of the quorum thereat.
XV
QUORUM AT BOARD MEETINGS
40. (a) The
quorum for Council meetings shall be not less than seven Members of
Council. No business shall be dealt with at a Council meeting unless a
quorum is present and remains.
(b) A
Member of Council shall not be counted in the quorum at a meeting (or at
least the relevant part thereof) in relation to a resolution on which,
whether because of personal interest or otherwise, he or she is not
entitled to vote.
XVI
PROCEEDINGS AT BOARD
MEETINGS
41. The policy,
direction and business of the Society shall be managed by the Council who
may pay all such expenses of, and preliminary and incidental to, the
promotion, formation, establishment and registration of the Society as it
thinks fit. The Council may exercise all such powers of the Society, and
do on behalf of the Society all such acts as may be exercised and done by
the Society, and as are not by the Act or by these Articles required to be
exercised or done by the members in General Meeting, subject nevertheless
to any regulation of these Articles and to the provisions of the Act.
42. The Council may
act notwithstanding any vacancy in it.
43. (a) All
cheques, promissory notes, drafts, bills of exchange and other negotiable
instruments, and all receipts for monies paid to the Society, shall be
signed, drawn, accepted, endorsed or otherwise executed, as the case may
be, in such manner as the Council shall from time to time by resolution
determine.
(b) The
banking account or accounts of the Society shall be kept in such bank or
building society and/or banks or building societies as the Council shall
from time to time determine.
44. (a)
Meetings of the Council shall take place as often as thought fit, but may
not be less than three in number in any calendar year, including the one
held immediately after each AGM.
(b)
Meetings of the Council may take place in person or
