ARTICLES OF ASSOCIATION
- OF -
YE ANCIENT ORDER OF FROTH BLOWERS LIMITED
1. In these presents the words standing in the first column of the Table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context:-
The Statutes The Companies Acts, 1908 to 1917, and every other Act for the time being in force affecting the company.
These presents These Articles of Association and the regulations of the Association from time to time in force.
The Association The above named Company
The Council The Council of Management for the time being of the Association.
The Office The registered office of the Company.
The Seal The Common Seal of the Company
Month Calendar month.
In writing Written, printed or lithographed or partly one and partly another and other modes of representing or reproducing words in a visible form.
And words importing the singular number only shall include the plural number and vice versa.
Words importing the masculine gender only shall include the feminine gender, and
Words importing persons shall include corporations. Subject as aforesaid any words or expressions defined in the Statutes shall if not inconsistent with the subject or context bear the same meaning in these presents.
2. For the purposes of registration the number of the
Members of the Association is declared not to exceed 200 but the
Council may whenever they think fit register an increase of Members.
3. The provisions of Section 25 of the Companies (Consolidation) Act, 1908, shall be observed by the Association.
4. The Association is established for the purposes expressed in the Memorandum of Association.
5. The first Members of the Association shall be: -
(a) The signatories to the Memorandum of Association and these Articles.
(b) Every person who at the date of the registration of the Association shall be a Member of the unincorporated Association known as "Ye Ancient Order of Froth Blowers" and who shall on or before the 30th day of September 1927 agree in writing to become a Member of the Association.
6. The Council shall have power to permit any person who at the date of the registration of the Association is a Member of the before mentioned unincorporated Association and who refuses or neglects to become a member of the Association as provided by Article 5 hereof to have such privileges as Members of the Association and upon such terms and conditions on the Council may from time to time determine and particularly without payment of any further donation or subscription. Provided always that such persons shall not be entitled to attend General Meetings, to vote, or elected to the Council and shall be enrolled as Life Associates.
7. There shall be two classes of Members namely:-
(1) Permanent Life Members and
(2) Subscribing Members.
8. The qualification of a Permanent Life Member shall be the payment at one time to the association of the sum of £5. The qualification of a Subscribing Member shall be the annual payment of the sum of 10/s to the Association. But the qualification of Permanent Life Members and Subscribing Members respectively shall be liable to increase or reduction as may from time to time be determined by vote of an Extraordinary General Meeting of the Association.
9. Persons other than those mentioned in Article 6 hereof may be enrolled as Life Associates upon payment at one time to the Association of the sum of 5s, and shall upon enrolment become entitled to the privileges of Life Associates mentioned in Article 6 hereof but subject to the restrictions therein mentioned. Life Associates shall not be Members of the Association.
10. No person shall be admitted a Member of the Association unless he is first approved by the Council.
11. The Council shall have full discretion as to the admission of any person to membership in any class and as to the enrolment of any person as a Life Associate.
12. When any person desires ID be admitted to membership of the Association he must sign and deliver to the Association an application for admission framed in such terms as the shall require and such application must be accompanied by the sum of £5 or 10s, according to the class in respect of which he desires to become a Member.
13. Enrolment as a Life Associate may be effected in such manner as the Council may from time to time determine subject to payment (except in the case of the persons mentioned in Article 6) of the sum of 5/s .
14. The privileges of membership or of being a Life Associate shall not be transferable.
15. The membership of a Permanent Life Member shall cease on his death. A subscribing member shall cease to be a Member on his death or on failure to pay his annual subscription in any year on or before the 31st December. A Life Associate shall cease to be an Associate on his death.
16. Any Member or Associate who shall fail in the observance of any of the Articles or Bye-Laws of the Association may be excluded from the Association by resolution of a majority of at least two-thirds of the Members of the Council present and voting at a Special Council Meeting at which not less than three Members shall be present.
Such Member or Associate shall have seven clear days notice sent to him of the Council Meeting and he may attend the meeting but shall not be present at the voting or take part in the proceedings otherwise than as the Council allows. A Member or Associate excluded from the Association by such meeting may within seven days next after notice of his exclusion appeal from the decision of the Council to a Special Meeting of the Association which shall thereupon be convened by the Council. A majority of not less than three-fourths of the Members present at such last mentioned Special Meeting shall have power to annul the exclusion or to annul it subject to the performance of any conditions which the meeting may think fit to impose. A Member or Associate so excluded shall forfeit all claim to a return of money paid by him to the Association and shall cease to be a Member or Associate of the Association.
17. Every Member and Associate shall be bound to further Co the best of his ability the objects, interests and influence of the Association and shall observe the Articles and all Bye Laws of the Association made pursuant, to the powers in that behalf herein contained,
18. The Council shall have power from time to time to make alter and repeal all such Bye-Laws as they may deem necessary, convenient or expedient for the conduct and management of the affairs of the Association and the promotion of its objects and in particular (but not exclusively) they may by such Bye-Laws regulate: -
(a) The enrolment or expulsion of Life Associates and the rights, privileges duties obligations attaching thereto.
(b) The terms and conditions upon which titular rank within the Association shall or maybe granted to members or Life Associates and the rights, privileges, duties and obligations thereto.
(c) The terms and conditions upon which badges or other emblems or marks of distinction shall or may be bestowed upon Members, Life Associates or others and rights, privileges, duties and obligations attaching thereto.
(d) The observances to be practiced by Members or Life Associates on particular occasions. And the Council shall adopt such means as they deem sufficient to bring to the notice of the persons affected thereby all such bye-laws, alterations and repeals. Provided always that no bye-law shall be inconsistent with or shall affect or repeal anything contained in the Memorandum or Articles of Association of the Association and any bye-law may be set aside by a special resolution of a General Meeting of the Association.
19. The first General Meeting of the Association shall
be held at such time within not less than one month nor more than three
months from the incorporation of the Association and at such place as
the Council may determine.
20. Subsequent General Meetings shall be held once in every year at such time and place as may be determined by the Council provided that every General Meeting except the first shall be held not more than fifteen months after the holding of the last preceding meeting.
21. The above mentioned General Meetings shall be railed Ordinary Meetings. All other General Meetings shall Extraordinary Meetings.
22. The Council may call an Extraordinary Meeting whenever they think fit.
23. The Council shall call an Extraordinary Meeting whenever a requisition in writing signed by not less than one-tenth in number of the Members of the Association and stating fully the objects of the meeting shall be deposited at the office of the Association. A requisition may consist of several documents in like form each signed by one or more requisitionists.
24. If the Council within fourteen days after the deposit of any such requisition do not issue notices calling a meeting in accordance therewith for a day not more than twenty-one days after such deposit the requisitionists or a majority of them may themselves convene an Extraordinary Meeting for the business described in the requisition to be held at such time within three months from the date of such deposit and at such place as they think fit.
25. If at any such meeting a resolution requiring confirmation at another meeting is passed, the Council shall forthwith convene a further Extraordinary Meeting for the purpose of considering the resolution and if thought fit of confirming it as a Special Resolution and if the Council do not convene such further meeting within seven days from the date of the passing of the first resolution the requisitionists or a majority of them may themselves convene the meeting. All meetings convened by requisitionists under this and the preceding Article shall be convened in the same manner as nearly as possible as that in which meetings are to be convened by the Council.
26. Seven days' notice at the least specifying the place, the day and the hour of meeting and in the case of special business the general nature of such business, shall be given in manner herein after mentioned to such Members of the Association as are under the provisions of these presents entitled to receive notices from the Association. But the accidental omission to give such notice to or the non -receipt of such notice by any Member shall not invalidate any resolution passed or proceeding had at any such meeting.
PROCEEDINGS AT GENERAL MEETINGS
27. All business shall be deemed special that is
transacted at an Extraordinary Meeting and all that is transacted at an
Ordinary Meeting shall also be deemed special with the exception of the
consideration of the accounts and the ordinary reports of the Council
and her officers in the place of those retiring by rotation
28. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. For all purposes the quorum shall be three Members personally present
29. If within half an hour of the time appointed for the holding of a General Meeting a quorum is not present, the meeting if convened on the any other case it shall stand adjourned to the same day in the next week, at the same time and place or at such other place as the Chairman shall appoint, and if at such adjourned meeting quorum is not present within half an hour from the time appointed for holding the meeting the Members present shall be a quorum.
30. The Chairman of the Council with the consent of any meeting at which a quorum is present may adjourn a meeting from time to time and from place to place as the meeting shall determine. Whenever a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid, the Members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.
31. The Chairman (if any) of the Council shall preside at every General Meeting, but if there be no such Chairman, or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to preside, the Members present shall choose some Member of the Council, or if no such Member be present, or if all the Members of the Council present decline to take the chair, they shall choose some Member of the Association who shall be present to preside.
32. At all General Meetings a resolution put to the vote of the meeting shall be decided on a show of hands by a majority of Members present in person and entitled to vote unless before or upon the declaration of the result of the show of hands a poll be demanded in-writing by the Chairman, or by at least three Members present in person and entitled to vote, and unless a poll be so demanded a declaration by the Chairman of the meeting that a resolution has been carried, or has been carried by a particular majority , or lost, or not carried by a particular majority shall be conclusive and an entry to that effect in the minute book Association shall be conclusive evidence thereof, without proof of the number or proportion of the votes recorded in favour of or resolution or against such resolution
33. If a poll be demanded in manner aforesaid, it shall be taken at such time and place, and in such manner as the Chairman of the meeting shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
34. No poll shall be demanded on the election of a Chairman of a meeting, or on any question of adjournment.
35. In the case of an equality of votes, either on a show of hands or at the poll, the Chairman of the meeting shall be entitled to a further or casting vote.
36. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.
VOTES OF MEMBERS
37. Subject as hereinafter provided every Member present in person shall have one vote.
38. Save as herein expressly provided, no person other than a Member duly registered, and who shall have paid every subscription and other sum (if any) which shall be due and payable to the Association in respect of his membership, shall be entitled to be to vote on any question at any General Meeting.
COUNCIL OF MANAGEMENT
39 (i) Sir Alfred Fripp, K.C.V.O., C.B., M.S., F.R.C.S.
shall be a member of, and Chairman of, the Council for the duration of
his life or until he shall by notice in writing to the Association
resign such office, or be found lunatic, or become of unsound mind,
accordingly he shall not be taken into account while he holds such
office in determining the rotation of retirement of Members of the
Council, nor shall he be subject to the provisions relating to the
eligibility, disqualification, retirement or removal contained in the
(ii) The said Sir Alfred Fripp so long as he holds such office shall be called the Chairman of the Council so and shall be entitled in relation to any question affecting the disposition of any of the money or property of the Association in writing to preclude the Council from taking any decision at any meeting at which he and to have in relation to any such question at any meeting of the Council at which he is present a number of votes equal to aggregate number of the votes of the other Members of the Council present and in addition a casting vote. The provisions relating to meetings of the Council contained in the following Articles shall have effect subject to this provision.
40. Until otherwise determined by a General Meeting, the number of the Members of the Council shall not be less than three nor more than seven. The first Members of the Council (other than the said Sir Alfred Fripp) shall be nominated in writing by a majority of the subscribers to the Memorandum of Association.
41. The Council may from time to time and at any time appoint any Member of the Association as a Member of the Council either to fill a casual vacancy or by way of addition to the Council provided that the prescribed maximum be not thereby exceeded. Any Member so appointed shall retain his office only until the next Ordinary General Meeting, but he shall then be eligible for re-election.
42. No person who is not a Member of the Association shall in any circumstances be eligible to hold office as a Member of the Council.
43. No remuneration shall be payable to the Members of the Council except as provided by the Memorandum of Association the Association.
POWERS OF THE COUNCIL
44. The business of the Association 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 Association as the think fit, and may exercise all such powers
of the Association, and do on behalf of the Association all such acts
may be exercised and done by the Association and are not by the
statutes or by these presents required to be exercised or done by the
Association in General Meeting subject nevertheless to any regulations
of these presents, to the provisions of the Statutes, and to such
regulations, being not inconsistent with aforesaid regulations or
provisions, as may be prescribed by the Association in General Meeting,
but no regulation made by the Association in General Meeting shall
invalidate any prior act of the Council which would have been valid if
such regulation had not been made.
45. The continuing Members of the Council may act notwithstanding any vacancy in their body; provided always that in case the Members of the Council shall at any time be reduced in number to less than three it shall be lawful for them to act as the Council for the purpose of filling up vacancies in their body or of summoning a General Meeting, but not for any other purpose
46. The Council may from time to time by resolution appoint a temporary substitute for the Secretary and any person so appointed shall for all the purposes of these presents be deemed during the term of his appointment to be the Secretary.
47. The seal of the Association shall not be affixed to any instrument except by the authority of a resolution of the Council and in the presence of at least two Members of the Council and of the Secretary, and the said Members and Secretary shall sign every instrument to which the seal shall be so affixed in their presence, and in favour of any purchaser or person bona fide dealing with the Association such signatures shall be conclusive of the fact that the seal has been properly affixed.
48. Cheques on the Association's bankers until otherwise from time to time resolved upon by the Council shall be signed by at least two Members of the Council and countersigned by the Secretary. The Association's banking account shall be kept with such banker or bankers as the Council shall from time to time determine.
DISQUALIFICATION OF MEMBERS OF THE COUNCIL
49. The office of a Member of the Council shall be vacated:-
(a) If a receiving order is made against him or he makes any arrangement or composition with his creditors.
(b) If he be found lunatic or become of unsound mind.
(c) If he ceases to be a Member of the Association.
(d) If by notice in writing to the Association he resigns his office.
ROTATION OF MEMBERS OF THE COUNCIL
50. At the Ordinary Meeting to be held in the year 1928
and in every subsequent year one-third of the Members of the Council
for the time being, or if their number is not a multiple of three then
the number nearest to but not exceeding one-third, shall retire from
office. A retiring Member of the Council shall retain his office until
the dissolution or adjournment of the meeting at which his successor is
elected or it is determined not to fill his place.
51. The Members of the Council to retire shall be those who have been longest in office since their last election or appointment. As between Members of equal seniority the Members to retire shall in the absence of agreement be selected from among them by ballot. The length of time a Member has been in office shall be computed from his last election or appointment. A retiring Member of the Council shall be re-eligible.
52. The Association shall at the meeting at which any Members of the Council retire in manner aforesaid fill up the vacated office of each Member by electing a person thereto unless at such meeting it shall be determined to reduce the number of Members of the Council.
53. No person not being a Member of the Council retiring at the meeting shall unless recommended by the Council for election be eligible for office on the Council at any General Meeting unless, not less than the prescribed time before the day appointed for the meeting there shall have been given to the Secretary notice in writing, by some Member duly qualified to be present and vote at the meeting for which such notice is given of his intention to propose such person for election and also notice in writing signed by the person to be proposed of his willingness to be elected. The prescribed time above mentioned shall be such that between the date when the notice is served or deemed to be served and the day appointed for the meeting there shall be not less than seven more than fourteen intervening days.
54. If at any meeting at which an election of Members of the Council ought to take place the places of the retiring some of them are not filled up the retiring Members or such of them as have not had their places filled up and are willing to act shall be deemed to have been re-elected unless it shall be determined at such meeting to reduce the number of the Council.
55. The Association may from time to time in General Meeting increase or reduce the number of Members of the Council and determine in what rotation such increased or reduced number shall go out of office and may make the appointments necessary for effecting any such increase.
56. The Association may by Extraordinary Resolution remove any Member of the Council before the expiration of his period of office and may by an Ordinary Resolution appoint another Member in his stead, but any person so appointed shall retain his office so long only as the Member in whose place he is appointed would have held the same if he had not been removed.
PROCEEDINGS OF THE COUNCIL
57. The Council may meet together for the dispatch of
business, adjourn and otherwise regulate their meetings as they think
fit and determine the quorum necessary for the transaction of business.
Unless otherwise determined there shall be a quorum. Questions arising
at any meeting shall be decided by a majority of votes. In case of an
equality of votes the Chairman shall have a second or casting vote.
58. On the request of a Member of the Council the Secretary shall at any time summon a meeting of the Council by notice served upon the several Members of the Council. A Member of the Council (other than Sir Alfred Fripp) who is absent-abroad shall not be entitled to notice of a meeting.
59. Subject to Article 39 hereof the Council shall from time to time elect a Chairman and may determine for what period he is to hold office. The Chairman shall preside at all meetings of the Council at which he shall be present but if there be no Chairman or if at any meeting the Chairman be not present within five minutes after the time appointed for holding a meeting the Members of the Council present shall choose some one of their number to be Chairman of the meeting.
60. A meeting of the Members of the Council for the time being at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the regulation (the Association for the time being vested in the Council generally.
61. The Council may delegate any of their powers to committees consisting of such Member or Members of the Council as they think fit and any committee so formed shall conform to any regulations imposed on it by the Council. The meetings and proceedings of any such committee shall be governed by the provisions of these presents for regulating the meetings and proceedings of the Council so far as applicable and so far as the same shall not be superseded by any regulations made by the Council as aforesaid.
62. All acts bona fide done by any meeting of the Council or of any committee of the Council or by any person acting as a Member of the Council shall notwithstanding it be afterwards discovered that there was some defect in the appointment of any such Member or person acting as aforesaid or that they or any of them were disqualified be as valid as if every such person had been duly appointed and was qualified to be a Member of the Council.
63. The Council shall cause proper minutes to be made of the proceedings of all meetings of the Association and of the Council and of committees of the Council and all business transacted at such meetings and any such minute of any meeting if purporting to be signed by the Chairman of such meeting or by the Chairman of the next succeeding meeting shall be conclusive evidence without any further proof of the facts therein stated.
64. Any resolution passed by the Council of which notice shall be given to the Members for the time being entitled to vote in the manner in which notices are hereinafter directed to be given and which shall within one month after it shall have been so passed be ratified and confirmed in writing by not less than three-fifths of such Members shall be as valid and effectual as a resolution of the Association duly passed at a General Meeting, but this Article shall not apply to any resolution passed in respect of a matter which under the Statutes or these presents ought to be dealt with by Special or Extraordinary Resolution.
65. A resolution in writing signed by all the Members for the time being of the Council or of any committee of the Council be as valid and effectual as if it had been passed at a meeting of the Council or of such committee duly convened and constituted.
66. The Council shall cause true accounts to be kept: -
(a) Of the assets of the Association.
(b) Of the sums of money received and expended by the Association and the matters in respect of which such receipts and expenditure take place.
(c) Of the credits and liabilities of the Association.
The books of account shall be kept at the office or at such other place or places as the Council shall think fit.
67. The Association in General Meeting may from time to time make reasonable conditions and regulations as to the time and manner of the inspection of the accounts and books of the Association or any of them and subject to such conditions and regulations the accounts and books of the Association shall be open to the inspection of Members at all reasonable times during business hours.
68. Once at least in every year the Council shall lay before the Association in General Meeting a statement of the income and expenditure for the past year made up to a date not more than three months before such meeting. A balance sheet shall be made out in every year and laid before the Association in General Meeting. Every such balance sheet shall be accompanied by a report of the Council as to the affairs of the Association generally, and a printed copy of such statement balance sheet and report shall seven days before the meeting be served on the Members in the manner in which notices are hereinafter directed to be served.
69. Once at least in every year the accounts of the
Association shall be examined and the correctness of the statement and
balance sheet ascertained by one or more properly qualified Auditor or
70. The provisions of Sections 112 and 113 of the Companies (Consolidation) Act, 1908, in regard to audit and auditors shall apply in the same manner as if such sections were applicable to the Association the first meeting being treated as the Statutory Meeting the Council as the Directors and the Members as the Shareholders mentioned in those sections.
71. A notice may be served by the Association upon any
Member either personally or by sending it through the post in a prepaid
letter addressed to such Member at his registered address as appearing
in the Register of Members.
72. Any Member described ill the Register of Members by an address not within the United Kingdom who shall from time to time give the Association an address within the United Kingdom at which notices may be served upon him shall be entitled to have notices served upon him at such address, but save as aforesaid no Member other than a Member described in the Register of Members by an address within the United Kingdom shall be entitled to receive any notice from the Association.
73. Any notice if served by post shall be deemed to have been served on the day following- that on which the letter containing the same is put into the post, and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post as a prepaid letter.
74. Where a given number of days' notice or notice extending over any other period is required to be given the day of service shall be counted in such number of days or other period.
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