e2cc6d53918c0a94a210311fcafedc50
1
THE COMPANIES ACT 2006
COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
OF
NEW ANGLIA LOCAL ENTERPRISE PARTNERSHIP LIMITED
COMPANY NUMBER: 07685830
1. PRELIMINARY
The model articles for private companies limited by guarantee contained in
Schedule 2 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229) as
amended (the “Model Articles”) shall apply to the Company save in so far as they
are excluded or varied by these Articles and such regulations (save as so excluded
or varied) and these Articles shall be the regulations of the Company.
2. INTERPRETATION
2.1 In these Articles and in the Model Articles the following expressions have the
following meanings unless inconsistent with the context:
“the Act”
the Companies Act 2006 as in force on the date
when these articles become binding upon the
Company;
“Ambassador Member”
Either the representative of a significant business
which operates in the LEP Region, whether or
not the principal place of that business is in the
LEP Region, or an individual from time to time
approved by the directors;
“these Articles”
these Articles of Association, whether as
originally adopted or as from time to time altered
by special resolution;
“Chairperson”
any person appointed by the directors to act as
chairperson of the board of directors;
“clear days”
in relation to the period of a notice means that
period excluding the day when the notice is given
or deemed to be given and the day for which it is
e2cc6d53918c0a94a210311fcafedc50
2
given or on which it is to take effect;
“Connected Person”
shall have the same meaning as in section 839
of the Income and Capital Taxes Act 1998;
“Deputy Chairperson”
any person appointed by the directors to act as
deputy chairperson of the board of directors;
“the directors”
the directors for the time being of the Company
or (as the context shall require) any of them
acting as the board of directors of the Company;
“Education Sector Director”
any person appointed as a director under article
5.3.3;
“Education Sector Member”
any institution admitted to membership in
accordance with article 5.3.1;
“executed”
includes any mode of execution;
“LEP Region”
the geographical region assigned to the LEP
from time to time;
“member”
any member of the Company, of whatever class;
“Private and Education Sector
Director”
the Private Sector Directors and the Education
Sector Directors;
“Private and Education Sector
Member”
the Private Sector Members and the Education
Sector Members;
“Private Sector Director”
any person appointed as a director under article
5.1.3;
“Private Sector Member”
any person admitted to membership in
accordance with article 5.1.1;
“Public Sector Director”
any person appointed as a director under article
5.2.3;
“Public Sector Member”
any local authority admitted to membership in
accordance with article 5.2.1;
“qualified person”
a person directly holding a relevant interest
whether the original grantee of a relevant interest
or an assignee thereof (in the case of a
e2cc6d53918c0a94a210311fcafedc50
3
leasehold interest) or the owner (in the case of
the freehold) of a relevant interest other than the
Company and where there is more than one
such person then such persons jointly;
“secretary”
the secretary of the Company or any other
person appointed to perform the duties of the
secretary of the Company, including a joint,
assistant or deputy secretary;
“the United Kingdom”
Great Britain and Northern Ireland.
2.2 Unless the context otherwise requires, words or expressions contained in these
Articles and in the Model Articles shall bear the same meaning as in the Act but
excluding any statutory modification thereof not in force when these Articles become
binding on the Company. Regulation 1 of the Model Articles shall not apply to the
Company.
2.3 The definition of “subsidiary” in the Model Articles shall be amended by the addition
of the following words “and a company shall be treated, for the purpose only of the
membership requirement contained in subsections 1159(1)(b) and (c), as a member
of another company even if its shares in that other company are registered in the
name of (a) another person (or its nominee), whether by way of security or in
connection with the taking of security, or (b) its nominee.
3. OBJECTS
3.1 The objects for which the Company is established are (the “Objects”):
3.1.1 to stimulate economic growth, employment, community development,
inward investment and commerce in Norfolk and Suffolk.
3.1.2 to promote Norfolk and Suffolk positively at regional, national, European
and international levels on matters affecting its economic development.
3.2 In furtherance of the objects but not further or otherwise the Company may exercise
the following powers:
3.2.1 to do all such things which in the opinion of the directors are in the best
interests of the Company and its members or the other users of the
Company’s services;
3.2.2 to do all such other things as may be deemed incidental or conducive to
the attainment of the Company’s objects or any of them.
e2cc6d53918c0a94a210311fcafedc50
4
4. MEMBERSHIP
4.1 The members shall be categorised as follows:
4.1.1 Private Sector Members;
4.1.2 Public Sector Members; and
4.1.3 Education Sector Members.
4.2 Membership shall be open to persons who posses the characteristics (as
appropriate) set out in articles 5.1 to 5.3 (inclusive), and who:
4.2.1 apply to the Company in the form required by the directors;
4.2.2 are approved by the directors; and
4.2.3 sign a written consent to become a member agreeing to be bound by
these Articles.
4.3 The directors shall be entitled to refuse admission to membership if:
4.3.1 in their opinion, the person does not posses the required characteristics
of a member pursuant to articles 5.1.1, 5.2.1 or 5.3.1 (as appropriate); or
4.3.2 in their opinion, they consider it not to be in the best of interests of the
Company to admit such person as a member.
4.4 Membership shall not be transferable.
5. RIGHTS OF MEMBERSHIP
5.1 The Private Sector Members shall:
5.1.1 consist of individuals who undertake business, professional or other
commercial activities within the LEP Region with a view to making profit;
5.1.2 subject to article 5.1.3, each be entitled to exercise one vote in relation
to any resolution of the members; and
5.1.3 subject to article 10.2.1, have the right, as a class of members, from time
to time to appoint as their representatives up to ten natural persons to be
directors and may at any time remove any such person and appoint
another person in their place.
5.2 The Public Sector Members shall:
e2cc6d53918c0a94a210311fcafedc50
5
5.2.1 be Norfolk County Council, Norwich City Council, Suffolk County Council
and Ipswich Borough Council and such of the district councils in the LEP
Region who apply to become members;
5.2.2 subject to article 5.2.3, each be entitled to exercise one vote in relation
to any resolution of the members; and
5.2.3 subject to article 10.2.2, have the right, as a class of members, from time
to time to appoint as their representatives, up to 6 persons, comprising 1
person from each of Norfolk County Council, Norwich City Council,
Suffolk County Council, Ipswich Borough Council and up to 2 persons
from the district councils in the LEP Region, to be directors and may at
any time appoint or remove any such person and appoint another
person in their place.
5.3 The Education Sector Members shall:
5.3.1 consist of universities or colleges (including 16–19 academies)
established for, or other providers of, further or higher education in the
LEP Region;
5.3.2 subject to article 5.3.3, each be entitled to exercise one vote in relation
to any resolution of the members; and
5.3.3 subject to article 10.2.3, have the right, as a class of members, from time
to time to appoint as their representatives up to two persons to be
directors and may at any time remove any such person and appoint
another person in their place.
5.4 Any appointments or removals of directors referred to in articles 5.1.3, 5.2.3 or 5.3.3
shall be effected in writing signed by or on behalf of a majority of the relevant
members and shall take effect upon lodgement at the Company’s registered office
or on delivery to a meeting of the directors. Any such representative director shall
be entitled to notice of board meetings, to attend all board meetings and to receive
copies of all documents to be considered at board meetings, and to speak and vote
at such meetings.
5.5 The rights of a class of members under these Articles shall only be varied if:
5.5.1 75% of the members of that class consent in writing to the variation; or
5.5.2 a special resolution is passed at a separate class meeting of those
members agreeing to the variation.
e2cc6d53918c0a94a210311fcafedc50
6
5.6 The provisions regarding general meetings in these Articles shall, subject to the
necessary changes being made, apply to such class meeting of the members.
6. TERMINATION OF MEMBERSHIP
6.1 Subject to article 6.2, a member shall cease to be a member if:
6.1.1 such member gives written notice to the Company of their resignation as
a member;
6.1.2 such member dies (if a natural person), or (if not a natural person)
ceases to exist;
6.1.3 such member is declared bankrupt (in the case of a natural person) or (if
not a natural person) makes any arrangement or composition with its
creditors, or goes into liquidation;
6.1.4 the members pass an ordinary resolution to remove such member; or
6.1.5 such member ceases to possess the required characteristics of a
member pursuant to articles 5.1.1, 5.2.1 or 5.3.1 (as appropriate).
6.2 Upon any member ceasing to be a member for any reason, any person appointed
as a director to be their representative shall at the same time vacate their office as a
director.
6.3 The number of members shall not at any time be fewer than 15. Where a person is
precluded from ceasing to be a member of the Company by reason of the foregoing
restriction, upon an additional member subsequently increasing the number of
members of the Company (other than persons who have ceased to be qualified
persons) above 15, the member whose membership has ceased pursuant to article
6.1 shall immediately cease to be a member of the Company.
7. GENERAL MEETINGS
7.1 The directors may call general meetings and shall proceed to convene a general
meeting on the requisition of members pursuant to the provisions of the Act.
7.2 Subject to articles 7.3 and 7.4, the Company shall in each year hold an annual
general meeting in addition to any other meetings in that year, and shall be held at
such time and at such place as the directors shall appoint.
7.3 The Company must hold its first annual general meeting within 18 months after the
date of its incorporation.
e2cc6d53918c0a94a210311fcafedc50
7
7.4 An annual general meeting must be held in each subsequent year and not more
than 18 months may elapse between successive annual general meetings.
7.5 All general meetings shall be called by at least fourteen clear days’ notice but a
general meeting may be called by shorter notice if it is so agreed in accordance with
section 307(4) of the Act. The notice shall specify the time and place of the meeting
and the general nature of the business to be transacted.
7.6 Notwithstanding that the Company does not have a share capital, every notice
convening a general meeting shall comply with the provisions of the Act as to giving
information to members in regard to their right to appoint proxies; and notices of and
other communications relating to any general meeting which any member is entitled
to receive shall be sent to the directors and to the auditors, if any, for the time being
of the Company.
7.7 No business shall be transacted at any general meeting unless the requisite quorum
is present at the commencement of the business and also when such business is
voted upon. Nine members present in person or by proxy, which shall consist of no
fewer than 6 Private and Education Sector Members and no fewer than 3 Public
Sector Members, shall be a quorum for all purposes. A corporation being a member
shall be deemed to be personally present if represented in accordance with the
provisions of the Act.
7.8 If a quorum is not present within half an hour from the time appointed for a general
meeting the general meeting 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 general meeting a quorum is
not present within half an hour from the time appointed therefor the member or
members present in person or by proxy or (being a body corporate) by
representative and entitled to vote upon the business to be transacted shall
constitute a quorum and shall have power to decide upon all matters which could
properly have been disposed of at the meeting from which the adjournment took
place. Regulation 27 of the Model Articles shall not apply to the Company.
7.9 The accidental omission to give notice of a meeting any member entitled to receive
notice of and attend and vote at general meetings shall not invalidate the
proceedings at that meeting.
7.10 A proxy shall be entitled to vote on a show of hands.
8. AMBASSADORS
8.1 Ambassador Members shall be appointed by a majority the directors and will, upon
written notice by a majority of the directors, cease to be Ambassador Members.
e2cc6d53918c0a94a210311fcafedc50
8
8.2 The directors shall in each year convene no fewer than 2 meetings of the
Ambassadors Members (“Ambassador Meeting”) to which other stakeholders (as
determined from time to time by the directors) will also be invited.
8.3 The principal purpose of any Ambassador Meeting shall be to give the directors the
opportunity to give an account of the performance of the Company.
8.4 All Ambassador Meetings shall be called by at least 14 clear days’ notice. The
notice shall specify the time and place of the meeting.
9. ALTERNATE DIRECTORS
9.1 No director shall be entitled to appoint an alternate director or anyone to act on their
behalf at meetings of the directors.
10. DIRECTORS
10.1 The number of directors may be determined by the members and until so
determined shall be no fewer than 10.
10.2 A director must be a natural person and must at all times possess the following
characteristics (as appropriate) unless otherwise approved by special resolution of
the members:
10.2.1 in respect of a Private Sector Director, an owner (in whole or in part), or
officer or principal of a business or undertaking carried on with a view to
making profit and conducting the whole or a part of its business within
the LEP Region;
10.2.2 in respect of a Public Sector Director, a leader or deputy leader, or
cabinet member with lead responsibility for economic development
within a Public Sector Member; or
10.2.3 in respect of an Education Sector Director, a vice-chancellor, pro vice-
chancellor, principal or person of equivalent seniority in an Education
Sector Member.
10.3 The directors may regulate their proceedings as they think fit, subject to the
provisions of these Articles.
10.4 Questions arising at a meeting of the directors shall be decided by a majority of
votes.
10.5 In the case of an equality of votes, the person chairing the meeting shall have a
second or casting vote.
e2cc6d53918c0a94a210311fcafedc50
9
10.6 Any director may call a meeting of the directors.
10.7 Subject to article 10.8, no business shall be transacted at any meeting of the
directors unless a quorum is present. A quorum shall be 9 directors present in
person and shall include no fewer than 6 Private and Education Sector Directors
and no fewer than 3 Public Sector Directors. Notwithstanding any vacancies in their
number, the continuing directors or, where there is only one, the sole continuing
director may continue to act, but if the number of directors is fewer than the number
fixed as the quorum, they may act only for the purposes of calling a general
meeting.
10.8 If a quorum is not present within half an hour from the time appointed for a meeting
of the directors the meeting 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 the directors present shall
constitute a quorum and shall have the power to decide upon all matters which
could properly have been disposed of at the meeting from which the adjourned
meeting took place.
11. DISQUALIFICATION AND REMOVAL OF DIRECTORS
11.1 The office of a director shall be vacated if:
11.1.1 he ceases to be a director by virtue of any provision of the Act or these
Articles or he becomes prohibited by law from being a director; or
11.1.2 he becomes bankrupt or makes any arrangement or composition with
his creditors generally; or
11.1.3 he is, or may be, suffering from mental disorder and either:
11.1.3.1 he is admitted to hospital in pursuance of an application for
admission for treatment under the Mental Health Act 1983
or, in Scotland, an application for admission under the
Mental Health (Scotland) Act 1960, or
11.1.3.2 an order is made by a court having jurisdiction (whether in
the United Kingdom or elsewhere) in matters concerning
mental disorder for his detention or for the appointment of a
receiver, curator bonis or other person to exercise powers
with respect to his property or affairs; or
11.1.4 he resigns his office by notice to the Company;
e2cc6d53918c0a94a210311fcafedc50
10
11.1.5 he shall for more than six consecutive months have been absent without
permission of the directors from meetings of directors held during that
period and the directors resolve that his office be vacated;
11.1.6 he ceases to have the characteristics (as appropriate) required pursuant
to article 10.2; or
11.1.7 he is directly or indirectly involved in any transaction or arrangement and
fails to declare the nature of his interest in the manner required by article
12.
11.2 Upon any director who is also a Private Sector Member vacating their office as a
director of the Company for any reason, such director shall at the same time cease
to be a member.
11.3 Regulation 18 of the Model Articles shall not apply to the Company.
12. PROCEEDINGS OF THE DIRECTORS
12.1 Subject to the provisions of the Act, and provided that he has first disclosed to the
directors the nature and extent of any interest of his, a director notwithstanding his
office:
12.1.1 may be a party to or otherwise interested in any transaction or
arrangement with the Company or in which the Company is in any way
interested;
12.1.2 may be a director or other officer of or employed by or be a party to any
transaction or arrangement with or otherwise interested in any body
corporate promoted by the Company or in which the Company is in any
way interested;
12.1.3 may, or any firm or company of which he is a member or director may,
act in a professional capacity for the Company or any body corporate in
which the Company is in any way interested;
12.1.4 shall not by reason of his office be accountable to the Company for any
benefit which he derives from such office, service or employment or from
any such transaction or arrangement or from any interest in any such
body corporate and no such transaction or arrangement shall be liable to
be avoided on the ground of any such interest or benefit;
but shall not be entitled to vote on any resolution and shall not be counted in the
quorum on any matter referred to in any of articles 12.1.1 to 12.1.4 (inclusive) or on
any resolution which in any way concerns or relates to a matter in which he has,
e2cc6d53918c0a94a210311fcafedc50
11
directly or indirectly, any kind of interest whatsoever and if he shall vote on any such
resolution as his vote shall not be counted.
12.2 For the purposes of article 12.1:
12.2.1 a general notice to the directors that a director is to be regarded as
having an interest of the nature and extent specified in the notice in any
transaction or arrangement in which a specified person or class of
persons is interested shall be deemed to be a disclosure that the director
has an interest in any such transaction of the nature and extent so
specified;
12.2.2 an interest of which a director has no knowledge and of which it is
unreasonable to expect him to have knowledge shall not be treated as
an interest of his; and
12.2.3 an interest of a person who is for any purpose of the Act (excluding any
statutory modification not in force when the Company was incorporated)
connected with a director shall be treated as an interest of the director.
12.3 Any director may participate in a meeting of the directors or a committee of the
directors of which he is a member by means of a conference telephone or similar
communications equipment whereby all persons participating in the meeting can
hear each other and participation in a meeting in this manner shall be deemed to
constitute presence in person at such meeting and, subject to these Articles and the
Act, he shall be entitled to vote and be counted in a quorum accordingly. Such a
meeting shall be deemed to take place where the largest group of those
participating is assembled or, if there is no such group, where the chairman of the
meeting then is.
12.4 Regulation 9 of the Model Articles shall be amended by adding the following
sentence at the end of sub-clause (3):
“Notice of every meeting of the directors shall be given to each director including
directors who may for the time being be absent from the United Kingdom and have
given the Company an address within the United Kingdom for service.”
13. RETIREMENT OF PRIVATE SECTOR DIRECTORS AND CHAIRPERSON
13.1 All Private Sector Directors shall retire from office at the end of the next annual
general meeting after the expiry of each of their Terms of Appointment (as such
expression is defined below in article 13.2), and subject to articles 13.2, 13.3 and
Error! Reference source not found. shall be eligible for re-election by the
members at that annual general meeting.
e2cc6d53918c0a94a210311fcafedc50
12
13.2 The expression “Terms of Appointment” shall have the following meaning:
13.2.1 the initial term of appointment of any Private Sector Director shall be one
year;
13.2.2 the second term of appointment of any Private Sector Director shall be
no more than 2 years;
13.2.3 the third term of appointment of any Private Sector Director shall be no
more than 3 years;
13.2.4 the term of appointment of the Chairperson and the Deputy Chairperson
shall be three years.
13.3 A retiring Private Sector Director shall, subject to article Error! Reference source
not found., be eligible for re-election for such term as specified in article 13.2 (as
appropriate).
13.4 Any Private Sector Director who shall have served for a total term of 6 years shall
not be entitled to be re-elected unless the Directors consider it would be in the best
interests of the Company for a particular Director to continue to serve beyond that
period and that Director is re-elected in accordance with article 13.1. For the
avoidance of doubt, any Chairperson (but excluding any Deputy Chairperson) shall
be entitled to serve for their full Term of Appointment notwithstanding that they may
serve for a total term as a Private Sector Director in excess of 6 years
14. DIRECTORS' CONFLICTS OF INTEREST
14.1 The directors may, in accordance with the requirements set out in this article,
authorise any matter or situation proposed to them by any director which would, if
not authorised, involve a director breaching his duty under section 175 of the Act to
avoid conflicts of interest (“Conflict”).
14.2 Any authorisation under this article will be effective only if:
14.2.1 the matter in question shall have been proposed by any director for
consideration at a meeting of directors in the same way that any other
matter may be proposed to the directors under the provisions of these
Articles or in such other manner as the directors may determine;
14.2.2 any requirement as to the quorum at the meeting of the directors at
which the matter is considered is met without counting the director in
question; and
14.2.3 the matter was agreed to without his voting or would have been agreed
to if his vote had not been counted.
e2cc6d53918c0a94a210311fcafedc50
13
14.3 Any authorisation of a Conflict under this article may (whether at the time of giving
the authorisation or subsequently):
14.3.1 extend to any actual or potential conflict of interest which may
reasonably be expected to arise out of the matter so authorised;
14.3.2 be subject to such terms and for such duration, or impose such limits or
conditions as the directors may determine; and
14.3.3 be terminated or varied by the directors at any time.
This will not affect anything done by the director prior to such termination or variation
in accordance with the terms of the authorisation.
14.4 In authorising a Conflict the directors may decide (whether at the time of giving the
authorisation or subsequently) that if a director has obtained any information through
his involvement in the Conflict otherwise than as a director of the Company and in
respect of which he owes a duty of confidentiality to another person, the director is
under no obligation to:
14.4.1 disclose such information to the directors or to any director or other
officer or employee of the company; or
14.4.2 use or apply any such information in performing his duties as a director,
where to do so would amount to a breach of that confidence.
14.5 Where the directors authorise a Conflict they may (whether at the time of giving the
authorisation or subsequently) provide, without limitation, that the director:
14.5.1 is excluded from discussions (whether at meetings of directors or
otherwise) related to the Conflict;
14.5.2 is not given any documents or other information relating to the Conflict;
and
14.5.3 may not vote (or may not be counted in the quorum) at any future
meeting of directors in relation to any resolution relating to the Conflict.
14.6 Where the directors authorise a Conflict:
14.6.1 the director will be obliged to conduct himself in accordance with any
terms imposed by the directors in relation to the Conflict; and
14.6.2 the director will not infringe any duty he owes to the company by virtue
of sections 171 to 177 of the Act provided he acts in accordance with
e2cc6d53918c0a94a210311fcafedc50
14
such terms, limits and conditions (if any) as the directors impose in
respect of its authorisation.
14.7 A director is not required, by reason of being a director (or because of the fiduciary
relationship established by reason of being a director), to account to the Company
for any remuneration, profit or other benefit which he derives from or in connection
with a relationship involving a Conflict which has been authorised by the directors or
by the Company in general meeting (subject in each case to any terms, limits or
conditions attaching to that authorisation) and no contract shall be liable to be
avoided on such grounds.
15. DIRECTOR’S BENEFITS
15.1 No director or connected person may:
15.1.1 buy goods or services from the Company on terms preferential to those
applicable to members of the public;
15.1.2 sell goods, services or any interest in land to the Company;
15.1.3 be employed by or receive any remuneration from the Company;
15.1.4 receive any other financial benefit from the Company;
unless the payment is reasonable in all the circumstances and has been approved
in advance by the directors (provided always that any director so concerned may not
vote or be counted in the quorum at any such meeting of the directors).
16. RECORDS OF DECISIONS TO BE KEPT
Where decisions of the directors are taken by electronic means, such decisions shall
be recorded by the directors in permanent form, so that they may be read with the
naked eye.
17. THE SECRETARY
Subject to the Act, the secretary shall be appointed by the directors for such term,
such remuneration and upon such conditions as they think fit, and any secretary so
appointed may be removed by them, provided always that no director may hold
office as secretary, where such office is remunerated.
18. MEANS OF COMMUNICATION TO BE USED
18.1 Any notice, document or other information shall be deemed served on or delivered
to the intended recipient:
e2cc6d53918c0a94a210311fcafedc50
15
18.1.1 if properly addressed and sent by prepaid United Kingdom first class
post to an address in the United Kingdom, 48 hours after it was posted
(or five business days after posting either to an address outside the
United Kingdom or from outside the United Kingdom to an address
within the United Kingdom, if (in each case) sent by reputable
international overnight courier addressed to the intended recipient,
provided that delivery in at least five business days was guaranteed at
the time of sending and the sending party receives a confirmation of
delivery from the courier service provider);
18.1.2 if properly addressed and delivered by hand, when it was given or left at
the appropriate address;
18.1.3 if properly addressed and sent or supplied by electronic means, one
hour after the document or information was sent or supplied; and
18.1.4 if sent or supplied by means of a website, when the material is first made
available on the website or (if later) when the recipient receives (or is
deemed to have received) notice of the fact that the material is available
on the website.
For the purposes of this article, no account shall be taken of any part of a day that is
not a working day.
18.2 In proving that any notice, document or other information was properly addressed, it
shall be sufficient to show that the notice, document or other information was
delivered to an address permitted for the purpose by the Act.
19. INDEMNITY
19.1 Subject to the Act but without prejudice to any indemnity to which a director may
otherwise be entitled, each director (including an alternate director) or other officer
of the Company (other than any person (whether an officer or not) engaged by the
Company as auditor) shall be indemnified out of the assets of the Company against
all losses or liabilities which he may sustain or incur in or about the lawful execution
of the duties of his office or otherwise in relation thereto, including any liability
incurred by him in defending any proceedings, whether civil or criminal, in which
judgment is given in his favour or in which he is acquitted or the proceedings are
otherwise disposed of without any finding or admission of any material breach of
duty on his part or in connection with any application in which relief from liability is
granted to him by the court, and no director (including an alternate director) or other
officer shall be liable for any loss, damage or misfortune which may happen to or be
incurred by the Company in the lawful execution of the duties of his office or in
relation thereto. Regulation 38 of the Model Articles shall not apply.
e2cc6d53918c0a94a210311fcafedc50
16
19.2 Notwithstanding Regulation 39 of the Model Articles, the directors may authorise the
directors of companies within the same group of companies as the Company to
purchase and maintain insurance at the expense of the Company for the benefit of
any director (including an alternate director), or other relevant officer of such
company in respect of such liability, loss or expenditure as is referred to in
Regulation 39.
20. INSURANCE
The Company may purchase and maintain, for the benefit of any director, officer or
auditor of the Company or of any company which is the holding company, a
subsidiary, or a fellow subsidiary of the Company, insurance against any liability as
is referred to in section 310(1) of the Act and, subject to the provisions of the Act,
against any other liability which may attach to him or loss or expenditure which he
may incur in relation to anything done or alleged to have been done or omitted to be
done as a director, officer or auditor.
21. LIABILITY OF MEMBERS
21.1 The liability of each member is limited to £1.00, being the amount that each member
undertakes to contribute to the assets of the Company in the event of its being
wound up while he is a member or within one year after he ceases to be a member,
for:
21.1.1 payment of the Company’s debts and liabilities contracted before he
ceases to be a member;
21.1.2 payment of the costs, charges and expenses of winding up; and
21.1.3 adjustment of the rights of the contributories among themselves.
22. WINDING UP
22.1 On the winding up of the Company all the assets that would otherwise be available
to the members generally shall be transferred:
22.1.1 directly in furtherance of the Objects; or
22.1.2 to any body with objects similar to the Objects.
