THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF ASSOCIATION OF Society of Forensic Interviewers (the “Company”)
1.1 In these Articles, unless the context otherwise requires:
Act: means the Companies Act 2006;
Member: means a member of the Company; and
Model Articles: means 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 prior to the date of adoption of these Articles and reference to a numbered “Model Article” is a reference to that article of the Model Articles.
1.2 Save as otherwise specifically provided in these Articles, words and expressions which have particular meanings in the Model Articles shall have the same meanings in these Articles, subject to which and unless the context otherwise requires, words and expressions which have particular meanings in the Act shall have the same meanings in these Articles.
1.3 The Model Articles shall apply to the Company, except in so far as they are modified or excluded by these Articles.
1.4 Model Article 18 (Termination of a director’s appointment) shall be amended by the insertion of the following new sub-clauses:-
(g) an ordinary resolution of the members is passed authorising such removal;
(h) by majority decision of the other directors.
1.5 Model Article 21 (Membership) shall be amended by the insertion of the following new sub-clauses:
(c) “The directors may decline to accept any application for membership and need not give reasons for doing so”;
(d) “The directors may prescribe criteria for membership of the Company but shall not be obliged to accept persons fulfilling those criteria as Members”; and
(e) All Members must pay to the Company a subscription fee to be decided by the directors from time to time.
(f) The directors may establish different classes of Members and set out their respective rights and obligations.
1.6 Model Article 22 (Termination of Membership) shall be amended by the insertion of the following new clause:-
22.(4) The membership of any member who shall fail to observe any of the regulations or bye-laws of the Company or whose continuing membership of the Company would, in the reasonable opinion of the Directors, be contrary to the best interests of the Company may be terminated by a resolution of the Directors in accordance with the following procedure:
(a) a meeting of the Directors shall be convened for the purpose of terminating the membership of such member;
(b) seven Clear Days’ notice of the Directors meeting shall be sent to such member and such member may attend the meeting and be heard but save as aforesaid such member shall not be present at the voting or take part in the proceedings otherwise than as the Directors allow: and
(c) a member whose membership has been terminated under this Article 22.(4) shall have no claim to a return of the money paid to the Company on entry as a member thereof, or by way of annual or other voluntary contribution as the case may be and shall cease to be a member of the Society.
1.7 Model Article 28 (Voting) shall be replaced with the following words “Subject to the Act, at any general meeting every Member who is present in person (or by proxy) shall on a show of hands have one vote and every Member present in person (or by proxy) shall on a poll have one vote. “
1.8 Model Article 37 (Provision for employees on cessation of business) shall be removed and shall not apply to the Company.
The object for which the Company is established is to promote and maintain ethical standards in forensic interviewing; to provide opportunities for education, training and development for forensic interview practitioners and to support and encourage research and development in the subject of forensic interviewing.
In pursuance of the object set out in article 2, the Company has the power to:
(a) buy, lease or otherwise acquire and deal with any property real or personal and any rights or privileges of any kind over or in respect of any property real or personal and to improve, manage, develop, construct, repair, sell, lease, mortgage, charge, surrender or dispose of or otherwise deal with all or any part of such property and any and all rights of the Company;
(b) borrow and raise money in such manner as the directors shall think fit and secure the repayment of any money borrowed, raised or owing by mortgage, charge, lien or other security on the Company’s property and assets;
(c) invest and deal with the funds of the Company not immediately required for its operations in or upon such investments, securities or property as may be thought fit;
(d) subscribe for, take, buy or otherwise acquire, hold, sell, deal with and dispose of, place and underwrite shares, stocks, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any government or authority in any part of the world;
(e) lend and advance money or give credit on such terms as may seem expedient and with or without security to customers and others, to enter into guarantees, contracts of indemnity and suretyships of all kinds to receive money on deposit or loan upon such terms as the Company may approve and to secure or guarantee the payment of any sums of money or the performance of any obligation by any company, firm or person including any holding company or subsidiary;
(f) lobby, advertise, publish, educate, examine, research and survey in respect of all matters of law, regulation, economics, accounting, governance, politics and/or other issues and to hold meetings, events and other procedures and co-operate with or assist any other body or organisation in each case in such way or by such means as may, in the opinion of the directors, affect or advance the principal object in any way;
(g) pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company and to contract with any person, firm or company to pay the same;
(h) enter into contracts to provide services to or on behalf of other bodies;
(i) provide and assist in the provision of money, materials or other help;.
(j) open and operate bank accounts and other facilities for banking and draw, accept, endorse, issue or execute promissory notes, bills of exchange, cheques and other instruments;
(k) incorporate subsidiary companies to carry on any trade; and
(l) do all such other lawful things as are incidental or conducive to the pursuit or to the attainment of any of the object set out in article 2.
4. Not for distribution
4.1 The income and property of the Company shall be applied solely in promoting the object of the Company as set out in Article 2.
4.2 No dividends or bonus may be paid or capital otherwise returned to the Members, provided that nothing in these Articles shall prevent any payment in good faith by the Company of:
(a) reasonable and proper remuneration to any Member, officer or servant of the Company for any services rendered to the Company;
(b) any interest on money lent by any Member or any director at a reasonable and proper rate;
(c) reasonable and proper rent for premises demised or let by any Member or director; or
(d) reasonable out-of-pocket expenses properly incurred by any director or Member.
5. Winding up
On the winding-up or dissolution of the Company, any assets or property that remains available to be distributed or paid to the Members shall not be paid or distributed to such Members but shall be transferred to another body (charitable or otherwise):
(a) with objects similar to those of the Company; and
(b) which shall prohibit the distribution of its or their income to its or their members,
such body to be determined by the Members at the time of winding-up or dissolution.
6. Obligations of Members
Every Member shall to the best of such Member’s ability further the objects, interest and
influence of the Company and shall observe all the regulations and bye-laws of the
7.1 The Directors may from time to time make, repeal or alter the bye-laws of the
Company as they think fit as to the management of the Company and its affairs.
7.2 The bye-laws shall be binding on all members of the Company.
7.3 No bye-law shall be inconsistent with the Companies Act, the Articles or any rule of law.
7.4 The bye-laws may regulate the following matters but are not restricted to them:
7.4.1 any of the matters or things within the powers or under the control of the Members Council; and
7.4.2 generally, all such matters as are commonly the subject matter of company bye-laws.
8. Members Council
8.1 A Members Council will be established to further the aims of the Company and of its Members and to ensure that the core values and purpose of the Company are represented.
8.2 The Members Council will have a minimum of eight and a maximum number of 12 Members of which:-
8.2.1 a minimum of two and a maximum of three will be directors of the Company.
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