Articles of Association of
Simpol - UK
Interpretations
1. In these Articles:
"The Act" means the Companies Act 1985 as amended by the Companies Act 1989 and any other amendments from time to time in force.
"The Company" means the above named company.
"The memorandum" means the Memorandum of Association of the Company.
"The articles" means these Articles of Association.
“The Founding Declaration” means the Founding Declaration of Simpol-UK as at the time of incorporation of the Company or as may be amended from time to time.
"The Board of Trustees" means all those persons appointed to perform the duties of directors of the Company.
"Secretary" means any person appointed to perform the duties of the Secretary of the Company.
"The Seal" means the common seal of the Company.
"In writing" shall be taken to include references to writing, printing, photocopying and other methods of representing or reproducing words in a visible form.
Words importing the singular number shall include the plural and vice versa unless a contrary intention appears. Words importing persons shall include bodies corporate and associations if not inconsistent with the context. Unless the context requires otherwise, words or expressions contained in these Articles shall bear the same meaning as in the Act.
Any statutory instruments or regulations from time to time in force shall be deemed to apply to the Company, whether or not these Articles have been amended to comply with such instrument or regulation.
Members
2. The Management Board may at its discretion admit to membership any individual person who lives in the United Kingdom or who is a United Kingdom citizen and who has adopted Simultaneous Policy, supports the work of the Company, accepts the rules and objectives of the Company, and who has paid or agreed to pay the annual subscription (if any) for the time being in force.
Register of Members
3. The Company shall maintain a Register of Members in which shall be recorded the name and address of every member, and the dates on which s/he became a member and on which s/he ceased to be a member. A member shall notify the Sec¬retary in writing within twenty one days of a change to their name or address.
Cessation of Membership
4. The rights and privileges of a member shall not be transferable nor transmissi¬ble, and all such rights and privileges shall cease upon the member ceasing to be such.
5. A member shall cease to be a member if s/he:
(a) resigns in writing to the Secretary; or
(b) ceases to meet any of the criteria for membership specified in article 2; or
(c) dies; or
(d) fails to pay the annual subscription within three months of it becoming due; or
(e) is expelled by the Management Board for conduct prejudicial to the Company, including bringing the Company into disrepute, defrauding the Company, being in breach of these memorandum and articles or of the Founding Declaration or of regulations made by the Company from time to time provided that any member whose expulsion is proposed shall be informed of the reasons for expulsion and have the right to make representation to the Management Board meeting at which the decision is to be made and if appropriate to thereafter appeal to the Board of Trustees.
General Meetings
6. The Company shall in each calendar year hold a General Meeting as its Annual General Meeting and shall specify the meeting as such in the notices calling it. Every Annual General Meeting shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting. Provided the first Annual General Meeting shall be held within eighteen months of incorporation, it need not be held in the year of incorporation nor in the following year.
7. The business of an Annual General Meeting shall comprise:
(a) the consideration of the Report and Accounts presented by the Management Board;
(b) the notification of results of the election of members of the Board of Trustees, previously conducted by postal and/or electronic ballot;
(c) the appointment and the fixing of the remuneration of the auditor or auditors (if any);
(d) such other business as may have been specified in the notices calling the meeting.
8. All General Meetings other than the Annual General Meeting shall be called Extraordinary General Meetings.
9. The Board of Trustees may whenever they think fit convene an Extraordinary General Meeting, or an Extraordinary General Meeting may be convened by ten per cent of the members of the Company, as provided by section 368 of the Act.
10. Decisions at General Meetings shall be made by passing resolutions:
(a) Decisions involving an alteration to the memorandum or articles of the Company, or to wind up the Company, and other decisions so required from time to time by statute shall be made by a Special Resolution. A Special Resolution is one passed by a majority of not less than three fourths of votes cast.
(b) Amendments to the Founding Declaration shall be made by a resolution of members, the percentage required to pass such an amendment shall be determined by the Board of Trustees from time to time.
(c) Questions arising at any meeting shall be decided by consensus. By consensus is meant a situation where all members present are in agreement on an issue, or where those not in agreement agree not to maintain an objection. In the event of consensus not being possible, the matter shall be decided by a majority of votes, each member present having the right to one vote.
Notices
11. An Annual General Meeting and any General Meeting which is to consider a Special Resolution or a resolution to remove the auditor or a member of the Management Board shall be called by at least twenty one clear days’ notice. Any other General Meeting shall be called by at least fourteen clear days’ notice.
12. Notice of every General Meeting shall be given in writing to every member of the Company and to the auditors and to such other persons who are entitled to receive notice and shall be given personally or sent by post to each member at the address recorded in the Register of Members and to other persons at their Registered Office.
13. Notice of all meetings shall be given exclusive of the day on which it is served and shall specify the exact time and place of the meeting. In the case of a General Meeting which is to consider a Special Resolution or a resolution to remove
a Management Board member or the auditor, such resolution shall be specified in the notices calling that meeting and in the case of all other General Meetings the general nature of the business to be raised shall be specified.
14. Where notice is sent by post, notice shall be deemed to have been served by properly addressing, prepaying and posting the notice and to have been served forty eight hours after the notice has been posted.
15. The accidental omission to give notice of a meeting to or non receipt of notice of a meeting by any person entitled to receive notice shall not invalidate proceed¬ings at that meeting.
Proceedings at General Meetings
16. Any member of the Company, may act as proxy for another member who is absent from the meeting provided that any person claiming to act as proxy for any member shall produce written authorisation signed by the member in question to act as proxy on her/his behalf. A proxy may be instructed by the member for whom s/he is acting to support a consensus, or to vote this way or that on a particular resolution, or may be authorised to vote in accordance with her/his own judgement.
17. No business shall be transacted at a General Meeting unless a quorum is present. Unless and until otherwise decided by a General Meeting, ten members or five percent of the total membership, whichever is the greater, shall be a quorum.
18. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case it shall stand adjourned until such time and place as the Management Board may decide, and all members shall be given such notice as is practicable of the time, date and place of such an adjourned meeting. The members present at a meeting so adjourned shall constitute a quorum for that meeting only.
19. At every General Meeting the Chairperson of the Company - if there is one - shall preside, but if s/he is not present within twenty minutes after the time appointed for the com¬mencement of the meeting the members present shall choose one of their number to be Chairperson of that meeting, whose function shall be to conduct the business of the meeting in an orderly manner.
20. The Chairperson may with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. Where a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. Otherwise it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
21. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a secret ballot is, before or on the declara¬tion of the result of the show of hands, demanded by the representatives of at least two members present. Unless a secret ballot be so demanded, a declara¬tion by the Chairperson that a resolution has on a show of hands been carried or lost and an entry to that effect in the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportions of the votes recorded in favour or against such resolution.
22. If a secret ballot is duly demanded it shall be taken in such a manner as the Chairperson directs, provided that each member shall have only one vote, and the result of the ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded. The demand for a secret ballot may be with¬drawn.
23. The demand for a secret ballot shall not prevent the continuance of a meeting for the transaction of any other business than the question upon which a ballot has been demanded.
24. In the case of an equality of votes, whether on a show of hands or on a ballot, the Chairperson of the meeting shall have a second or casting vote.
Board of Trustees
25. The Company shall have a Board of Trustees consisting of a minimum of three and a maximum of eleven people, whose function would be to act as the guardian and interpreter of the Founding Declaration, to safe guard the spirit of Simultaneous Policy and ensure the company has a strategic direction. For the avoidance of doubt the Board of Trustees are the Board of Directors of the Company.
26. The Board of Trustees shall be elected by the members of the Company for a maximum term of office of three years.
27. At the first and every Annual General Meeting, one third of the elected members of the Board of Trustees, or if their number is not a multiple of three then the number nearest to one-third, shall retire from office. The members to retire shall be those longest in office since their last election. Regarding members of the Board of Trustees who have been in office for the same length of time, in the absence of agreement or volunteers, the members to retire shall be selected by lot.
28. The Board of Trustees shall elect a chair from among their own number.
29. The position of Board of Trustees member shall be unpaid, however Board members may be paid all reasonable out of pocket expenses incurred by them in attending and returning from meetings of the Board or General Meetings of the Company or in connection with the business of the Company.
30. The office of Board of Trustee member shall be immediately vacated if s/he:
(a) resigns her/his office in writing to the Company; or
(b) in the opinion of a majority of the Board of Trustees, fails to declare her/his interest in any contract as referred to in article 31; or
(c) becomes bankrupt or, in the opinion of the Board of Trustees, incapable on medical or psychological grounds of carrying out the duties; or
(d) is removed from office by resolution of the Company in General Meeting in accordance with Section 303 of the Act; or
(e) is disqualified by law from serving as a director of a company.
31. A Board of Trustees member shall declare an interest in and shall not speak or vote in respect of any matter in which s/he has a personal material or financial interest or any matter arising from it.
Powers and Duties of the Board of Trustees
32. The business of the Company shall be managed by the Board of Trustees who may delegate all or any of the following functions to the Management Board, who may pay all expenses of the formation of the Company as they think fit and may exercise all such powers of the Company as may be exercised and done by the Company and as are not by statute or by these Articles required to be exercised or done by the Company in General Meeting.
33. No regulation made by the Company in General Meeting shall invalidate any prior act of the Board of Trustees which would have been valid had that regulation not been made.
34. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed, or otherwise executed in such manner as the Board of Trustees shall from time to time direct.
35. Without prejudice to its general powers, the Board of Trustees may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking and property or any part of them and to issue debentures and other securities whether outright or as security for any debt, liability or obligation of the Com¬pany or of any third party.
Proceedings of the Board of Trustees
36. Members of the Board of Trustees may meet together for the despatch of business and may adjourn and otherwise regulate their meetings as they think fit provided that they meet no fewer than four times per year.
37. The quorum necessary for the transaction of the business of the Board of Trustees shall be three Board of Trustees members or one third of the Board of Trustees, whichever is the greater.
38. The Board of Trustees shall cause accurate records to be made, in books provided for that purpose, of:
(a) the name, details and date of appointment of all persons appointed to office;
(b) the names of the Board of Trustees members, officers, members' representatives and other persons present at all General, Board of Trustees and Sub Committee meetings of the Company;
(c) minutes of all proceedings and resolutions at all General, Board of Trustees and Sub Committee meetings of the Company;
(d) all applications of the Seal to any document.
39. All such records and minutes shall be open to inspection during normal working hours by any member of the Board of Trustees and by any person authorised by the Com¬pany in General Meeting. Minutes of General Meetings shall be available for inspection by any member of the Company during normal working hours.
40. The Board of Trustees may delegate any of their powers to Sub Committees consisting of such members of their body and/or the Company as they think fit. Any Sub Committee so formed shall in the exercise of the powers so delegated conform to any regulations imposed on it by the Board of Trustees, which regulations shall always include provision for regular and prompt reports to the Board of Trustees.
41. All acts done by any meeting of the Board of Trustees or by any person acting as a member of the Board of Trustees shall, even if it be afterwards discovered that there was some defect in the appointment of any such Board of Trustees member or person acting as such, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Board of Trustees member.
42. A resolution in writing, signed by all the Board of Trustees members for the time being entitled to vote, shall be valid and effective as if it had been passed at a meeting of the Board of Trustees, and may consist of several documents in the same form, each signed by one or more Board of Trustees members.
43. The Board of Trustees may at their discretion invite other persons to attend its meetings, with or without speaking rights, and without voting rights.
Policy Committee
44. The Company may establish a Policy Committee whose function shall be to assist in formulating the policy content of the Simultaneous Policy based on research and dialogue with other Simultaneous Policy organisations. Members of the Policy Committee shall be appointed by virtue of their skills and experience. Procedures for the meetings, appointment and removal of Policy Committee members shall be determined by regulations in accordance with article 60.
Management Board
45. The Management Board shall be appointed by the Board of Trustees.
46. The Management Board shall be responsible for the day to day operations of the Company and for carrying out the policy determined by the Trustees. Management Board members may be paid for their services as well as being paid all reasonable out of pocket expenses incurred by them in attending and returning from meetings of the Board or General Meetings of the Company or in connection with the business of the Company.
47. A Management Board member shall declare an interest in and shall not speak or vote in respect of any matter in which s/he has a personal material or financial interest or any matter arising from it.
48. The Management Board shall meet and otherwise regulate their meetings as they consider fit.
Secretary
49. The Board of Trustees shall appoint a Secretary of the Company upon such conditions as they think fit and any Secretary so appointed may be removed by them.
50. A provision of the Act or these Articles requiring or authorising a thing to be done by or to a Board of Trustees member and the Secretary shall not be satisfied by its being done by or to the same person acting in both capacities.
The Seal
51. If the Company has a Seal, it shall only be used by the authority of the Board of Trustees and every instrument to which the Seal shall be applied shall be signed by a Board of Trustees member and shall be countersigned by the Secretary or by a second Board of Trustees member. Every such application of the Seal shall be minuted.
Accounts
52. The Board of Trustees shall cause proper accounts to be kept in accordance with the law for the time being in force with respect to:
(a) all sums of money received and expended by the Company and the matters in which the receipt and expenditure takes place;
(b) all sales and purchases of goods by the Company;
(c) the assets and liabilities of the Company.
53. Proper accounts shall be deemed to be kept if they give a true and fair record of the state of the Company's affairs and explain its transactions.
54. The accounts shall be kept at the Registered Office of the Company or, subject to section 222 of the Act, at such other place or places as the Board of Trustees thinks fit, and shall always be open to the inspection of all members and officers and by other persons authorised by the Company in General Meeting.
55. The Board of Trustees shall from time to time, in accordance with sections 227 and 241 of the Act, cause to be prepared and to be laid before the Company in General Meeting such income and expenditure accounts, balance sheets, and any reports referred to in those sections.
56. A copy of every balance sheet (including every document required by law to be annexed thereto) which is laid before the Company in General Meeting, together with a copy of the auditor's report and Board of Trustee’s report, shall not less than twenty one days before the date of the meeting (subject nevertheless to the provisions of section 240(4) of the Act) be sent to every member of and every holder of debentures of the Company; provided that this regulation shall not require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any debentures. The auditor's report shall be open to inspection and shall be read before the meeting.
Audit
57. In accordance with the law for the time being in force the Company may - if it is eligible to do so - apply the small company audit exemptions. Otherwise once at least in every year the accounts of the Company shall be examined and the correctness of the income and expenditure account and balance sheet ascer¬tained by one or more properly qualified auditor or auditors.
58. Auditors shall be appointed and their duties regulated in accordance with sections 237 and 384 of the Act.
Indemnity
59. Every Board of Trustees, Management Board member or auditor or officer of the Company shall be indemnified out of the assets of the Company against all losses or liabilities incurred by her/him in or about the execution and discharge of the duties of her or his office, except to the extent that such losses or liabilities shall be attributed to:
(a) fraud or other matters in respect of which such person concerned shall be convicted of a criminal offence; or
(b) negligence; or
(c) actions knowingly beyond the scope of a specific authority or limit thereon on the part of such person.
Regulations
60. The Company in General Meeting or the Board of Trustees may from time to time make, adopt and amend such regulations in the form of bye-laws, standing orders, secondary rules or otherwise as they may think fit for the management, conduct and regulation of the affairs of the Company and the proceedings and powers of the Board of Trustees, Management Board and Sub-Committees, provided that such regulations are not inconsistent with the memorandum and articles nor with the Founding Declaration, and do not amount to an addition or alteration such as could only legally be made by an alteration to the memorandum or articles. All members of the Company, Board of Trustees and Management Board shall be bound by such regulations whether or not they have received a copy of them.
Dissolution
61. Clause 8 of the Memorandum of Association relating to the winding up and dissolution of the Company shall have effect as if its provisions were repeated in these Articles.
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