Articles of Association

articles-of-association

 Company number: 00823988

PRIVATE COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION OF BRITISH FLUID POWER ASSOCIATION LIMITED (the Association)

(adopted by special resolution passed on 8th May 2014)

CONTENTS BELOW

1. Definitions and interpretation

In these Articles the following definitions will apply (in alphabetical order):

Accessible Location – an accessible location as shall be agreed by the Board from time to time but which shall include, for the avoidance of doubt, London, Bristol, Birmingham, Leeds

and Manchester;

Act – the Companies Act 2006;

Adoption Date – the date of adoption of these Articles by the Association;

AGM – an annual general meeting of the Members held in accordance with articles 7 and 8;

Associate Member – companies not eligible to be Full Members carrying on a business associated with manufacturers and/or distributors of fluid power equipment or components;

BFPDA – British Fluid Power Distributors Association;

Board – the Board for the time being of the Association;

Business Day – any day (other than a Saturday, Sunday or public holiday) during which clearing banks in the City of London are open for normal business;

CEO – Senior Executive Officer appointed in accordance with Article 10.9;

Consultant Member – an individual or company with no allegiance to any specific product or service and being an acknowledged expert in his field;

Director – a duly appointed director of the Association for the time being;

Divisions – each of the Manufacturers Division and the Distributors Division;

Eligible Person; – a member of the Board who would be entitled to vote on a matter at a meeting of the Board (but excluding any member of the Board whose vote is not to be counted in respect of the particular matter) and references to eligible directors in Regulation 8 of the Model Articles shall be construed accordingly;

Encumbrance – any mortgage, charge (fixed or floating), pledge, lien, option, hypothecation, restriction, right to acquire, right of pre-emption or interest (legal or equitable) including any assignment by way of security, reservation of title, guarantee, trust, right of set off or other third party right or any other encumbrance or security interest having a similar effect howsoever arising;

Finance Committee – the finance committee for the time being of the Association;

Full Member

– a company registered in the United Kingdom (including overseas companies) and carrying on business in the United Kingdom as a manufacturer and/or distributor and/or seller of fluid power equipment or components whether or not for use in or only in its own end products; and/or any company so registered, firm or individual that carries on business in the United Kingdom as consultant to the fluid power industries;

General Meeting – a general meeting of the Members held in accordance with article 8;

Member – a registered member of the Association from time to time, as recorded in the register of members of the Association;

Members’ Resolution – a resolution that is passed at an AGM or General Meeting by more than 80% of the Members present and eligible to vote;

Model Articles – the model articles for private companies limited by guarantee contained in schedule 2 of the Companies (Model Articles) Regulations 2008 as amended prior to, and in force as at, the Adoption Date;

Overseas Associate Member – a company not eligible to be a Full Member carrying on business (solely) outside the UK as a manufacturer and/or distributor and/or seller of fluid power equipment or components whether or not for use in its own end products;

President – the president of the Association;

Secretary – a duly appointed secretary of the Association for the time being;

Technical Research and Teaching Member – an academic organisation or institution, either incorporated or unincorporated, not eligible to be a Full Member and specialising in and primarily carrying out the technical research or the teaching of fluid power engineering and/or directly related subjects in the United Kingdom; and

Vice-President – the vice-president of the Association.

  • These Articles and the provisions of the Model Articles (subject to any modifications set out in these Articles) shall constitute all the articles of association of the Association.
  • In these Articles a reference to:
    • a statutory provision includes a reference to the statutory provision as replaced, modified or re-enacted from time to time before or after the Adoption Date and any subordinate legislation made under the statutory provision before or after the Adoption Date;
    • a “subsidiary” shall include a reference to a “subsidiary” and a “subsidiary undertaking” (each as defined in the Act) and a reference to a “holding company” shall include a reference to a “holding company” and a “parent undertaking” (each as defined in the Act);
    • writing includes any mode of reproducing words in a legible and non‑transitory form other than fax;
    • a corporate shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established;
    • a person includes a reference to an individual, body corporate, association, government, state, agency of state or any undertaking (whether or not having a legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists); and
    • “these Articles” is to these articles of association (including the provisions of the Model Articles incorporated in them), and a reference to an article is to an article of these Articles, in each case as amended from time to time in accordance with the terms of these Articles and the Act.
  • The contents table and headings in these Articles are for convenience only and do not affect the interpretation or construction of these Articles.
  • Words importing the singular include the plural and vice versa and words importing a gender include every gender.
  • The words “other”, “include”, “including” and “in particular” do not limit the generality of any preceding words and any words which follow them shall not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible.
  • These Articles shall be binding on and shall survive for the benefit of the personal representatives and successors-in-title of each Member.
2. Objects of the Association
  • The Association’s objects are:
    • to provide a central national organisation to safeguard and further the interest of all Members and to provide collective consideration of questions affecting the fluid power and ancillary equipment industry;
    • to promote the welfare and prosperity of its Members, to afford advice and assistance to them in connection with their fluid power and ancillary equipment business and to provide facilities for the discussion of questions affecting their interests;
    • to establish a channel for receiving and giving information, collaboration and co-operation to and from associations, societies and other bodies (either at home or abroad) having objects consistent with those of the Association and also to and from government committees and government departments and to watch over any legislative proposals which may affect or tend to affect the interests of the industry and to make representations on industrial, social or other questions when necessary;
    • to provide sellers, users and manufacturers of hydraulic, pneumatic and associated equipment with the means for collective representation upon matters arising in connection with their business;
    • to advise Members on matters relating to the fluid power industry including (but not limited to) advertising, British and foreign standards affecting fluid power and ancillary equipment, and to collect and distribute statistical and other data and information, foreign technical developments, patents and products);
    • to publish and sell books, magazines, articles and other written material relating to any technical, statistical or other information connected with the fluid power industry and to acquire information on sources of supply for distribution when required;
    • to explore all sources of and to promote all facilities for research, education and training for availability to Members; and
    • to further the commercial interests of its Members both in this country and overseas.
  • In furtherance of the objects set out in article 1 above, but not otherwise, the Association shall have the power:
    • to take on lease or in exchange or purchase, hire or otherwise acquire and hold for any estate or interest any buildings, lands, rights, privileges, concessions, patents, patent rights, licences, secret processes, machinery and plant or personal property of any kind deemed convenient or necessary or in connection with the Association’s business or any subsidiary thereof;
    • to undertake and secure any part or whole of the business, assets and goodwill of any company, firm or person trading or proposing to trade in any activity which the Association is authorised to carry on or proposes to carry on and as part of the consideration for such purchase to undertake all or any of the liabilities of such company, firm or person, or to acquire an interest in, combine with, or enter into any arrangement for profit sharing, or for co-operation, or for mutual assistance with any such company, firm or person or for subsidising or otherwise aiding any such company, firm or person and to accept or give, by way of consideration for any of the acts or things aforesaid or property acquired, any securities, debentures, debenture stock or shares that may be agreed upon, and to retain and hold or mortgage, sell, and deal with any securities, debentures, debenture stock or shares so received;
    • to sell, charge, mortgage, construct, repair, improve, develop, exchange, let on, lease, grant privileges, options, rights and licenses in respect of all or any part of the property of the Association;
    • to hold or otherwise deal with any investments made for the Association and as may be necessary and to be determined, to invest moneys not immediately required by the Association;
    • to grant credit, loans or advances on such terms as may be appropriate with or without security to clients and others, to enter into indemnity, contracts or guarantees and suretyships of all kinds, to receive money on loan or deposit or otherwise upon such terms as the Association may approve and to secure or guarantee the payment of any sums of money or the performance of an obligation by any company, firm or person including any holding company, subsidiary or fellow subsidiary of such holding company in such manner as the Association may think fit;
    • to raise and borrow money by any method and to secure the payment of any money borrowed, raised or owing as the Association shall think fit for the purposes of or in connection with the Association’s business provided that all moneys borrowed by the Association shall not exceed £500,000;
    • to issue discount, accept, draw and negotiate cheques, bills of exchange, bills of lading, warrants, debentures, promissory notes and other negotiable or transferable instruments;
    • to purchase, take, subscribe for or otherwise obtain and retain shares or other securities or interests in any other company having objects similar or identical to those of the Association or carrying on any businesses capable of being carried on so as to directly or indirectly benefit the Association or increase the value of its property and manage, co-ordinate and finance the businesses and operations of any organisation in which the Association holds any such interest;
    • to dispose of or sell the entire or any part of the property or business of the Association, either in portions or together for such consideration as the Association may think fit, including for securities, debentures or shares of any company purchasing the same;
    • to act as brokers, agents or trustees for any company, firm or person and to undertake and perform sub-contracts;
    • to pay any company, firm or person supplying services to the Association either by cash payment or by the allotment to him/her or them of any securities of the Association credited as paid up in full or in part or otherwise as may be deemed appropriate;
    • to grant pensions, allowances, gratuities and bonuses to officers, ex-officers, employees or ex-employees of the Association or its predecessors in business or the dependants or connections of such persons, to establish and maintain or concur in establishing and maintaining trusts, funds or schemes (whether contributory or non-contributory) with a view to providing pensions or other benefits for any such persons as aforesaid, their dependants or connections, and to support or subscribe to any charitable funds or institutions, the support of which may, in the opinion of the Board, be calculated directly or indirectly to benefit the Association or its employees, and to institute or maintain any club or other establishment or profit sharing scheme calculated to advance the interests of the Association or its officers or employees;
    • to co-ordinate, manage, finance, control or otherwise aid any company or companies in which the Association has any interest, whatsoever, to provide consultative, managerial, administrative, technical, commercial and services of all kinds for any such company or companies and to make payments by way of subsidy or otherwise and any other arrangements which may be deemed desirable with respect to any business or operations of or generally with respect to any such company or companies;
    • to amalgamate with any other company for the purpose of purchasing the whole or any part of the property, undertaking or business or any of the liabilities of the Association, or of undertaking any business operations which may appear likely to assist or benefit the Association or to enhance the value of any property or business of the Association, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares or securities of any such company as aforesaid;
    • to secure the Association to be registered or known in any part of the world;
    • to do all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors or otherwise, and by or through agents, brokers, sub-contractors or otherwise and either alone or in conjunction with others; and
    • to do all such other things as are incidental or conducive to the above objects set out in this article 2 or any of them.
  • None of the provisions set out in either article 2.1 or 2.2 shall be restrictively construed but the widest interpretation shall be given to each such provision and none of those provisions shall, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from any other provision set out in any such articles, or by reference to or inference from the terms of any other article, or by reference to or inference from the name of the Association.
3. Restriction on distribution of assets
  • The income and property of the Association shall be applied solely towards the promotion of the objects set out in article 2 above and no part shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to the Members.
  • Other than the CEO, no member of the Board shall be appointed to any office of the Association paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from the Association, provided that nothing in this article 3 shall prevent any payment in good faith by the Association:
    • of the usual professional charges for business done by any member of the Board (or any person connected with a member of the Board in accordance with section 252 of the Act) who is a solicitor, accountant or other person engaged in a profession when instructed by the Association to act in a professional capacity on its behalf provided that:
  • at no time shall a majority of the members of the Board benefit under this provision; and
  • a member of the Board shall withdraw from any meeting at which his or her appointment or remuneration (or that of any person connected (as aforesaid) with him) is under discussion;
    • of reasonable and proper remuneration for any services rendered to the Association by any Member, officer or servant of the Association who is not a member of the Board;
    • of interest on money lent to the Association by any Member or member of the Board at a reasonable and proper rate per annum;
    • of fees, remuneration or other benefit in money or money’s worth to any company of which a member of the Board may also be a member holding not more than three per cent. of the capital of that company;
    • of reasonable and proper rent or hiring fee for premises demised or let or other property let or hired by any Member or a member of the Board; or
    • to any member of the Board of reasonable out-of-pocket expenses incurred in connection with the business of the Association.
  • If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property or operating surplus whatsoever, the same shall not be distributed among the Members but shall be given or transferred to some other body or institution having objects similar to those of the Association which prohibits the distribution of its or their income and property to an extent at least as great as is imposed on the Association by this article 3 above, chosen by the Members at or before the time of dissolution and, if that cannot be done for any reason, then to some other charitable body nominated by the Board.
4. Liability of Members

The liability of each Member is limited to £5, being the amount that each Member undertakes to contribute to the assets of the Association 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:

  • payment of the Association’s debts and liabilities contracted before he ceases to be a Member;
  • payment of the costs, charges and expenses of winding up; and
  • adjustment of the rights of the contributories among themselves.
5. Members
  • Such persons as are admitted to membership in accordance with these Articles shall be Members. Every person who wishes to become a Member shall deliver to the Association written consent to membership in such form as the Board may require which shall provide that the applicants undertake to observe and be bound by the Articles.
  • A Member may at any time withdraw from the Association by giving not less than 6 months notice to the Association in writing.
  • The membership of the Association shall comprise Full Members, Associate Members, Consultant Members, Overseas Associate Members and Technical Research and Teaching Members or any other such group as the Board may decide.
  • A Member following notification of his admission shall not be entitled to the privilege of membership until he has paid his first subscription in accordance with article 6.
  • The Board may issue to each Member a certificate of his membership of the appropriate Division. Every such certificate shall remain the property of the Association and shall be returned on demand by the Board.
  • Any Member who in the opinion of the Board acts in any way inconsistent with or contrary to the interests of the Association or its Members or brings into disrepute the Association or its Members shall be liable to forfeit all pecuniary interest in and be expelled from the Association. Provided that before taking action under this article 6, notice of the complaint of the Board shall be given to the Member concerned and a meeting of the Board shall be convened for the purpose of giving such Member, at his written request, an opportunity to be heard within one month after the service of the notice.
  • Upon cessation of membership, a former Member shall be required to return to the Association any documentation including without limitation, the certificate of membership, and shall be required to delete all references to membership from such stationery and advertising material as may be in his possession.
  • Each Member shall appoint and may from time to time remove and replace in accordance with articles 9 and 5.10 a nominated main point of contact.
  • Any such appointment, removal or replacement in accordance with article 8 shall be made in writing in a form approved by the Board and shall take effect when received by the Association.
  • Each Member may from time to time appoint, remove and replace a substitute to act in place of any such nominee described in article 5.8 but the appointment of any such nominee and his substitute (if any) shall be automatically revoked if his appointor ceases for any reason to be a Member.
  • Membership is not transferable and shall automatically cease upon the occurrence of any of the following events:
    • in the case of an individual Member:
  • the death of that Member;
  • an order being made for the bankruptcy of that Member or a petition being presented for such bankruptcy which petition is not withdrawn or dismissed within 10 Business Days of being presented;
  • the Member convening a meeting of his creditors or circulating a proposal in relation to, or taking any other steps with a view to, making an arrangement or composition in satisfaction of his creditors generally;
  • the Member being unable to pay his debts as they fall due (within the meaning of section 268 Insolvency Act 1986);
  • any step being taken for the appointment of a receiver, manager or administrative receiver over all or any part of the Member’s assets, or any other steps being taken to enforce any Encumbrance over all or any part of the Member’s assets;
  • any proceedings or orders equivalent or analogous to any of those described in articles 11.1(b) to 5.11.1(e) above occurring in respect of the Member under the law of any jurisdiction outside England and Wales; or
  • that Member suffering from mental disorder and being admitted to hospital or, by reason of his mental health, being subject to any court order which wholly or partly prevents that Member from personally exercising any powers or rights which that Member would otherwise have; and;
    • in the case of a corporate Member:
  • an order being made or a resolution being passed for the winding up of that Member or for the appointment of a provisional liquidator to that Member (other than a voluntary liquidation for the purposes of a bona fide scheme of solvent amalgamation or reconstruction);
  • a petition being presented for the winding up of that Member, which petition is not withdrawn or dismissed within 10 Business Days of being presented;
  • an administration order being made in respect of that Member, or a notice of intention to appoint an administrator, or a notice of appointment of an administrator or an application for an administration order being issued at court in respect of that Member;
  • any step being taken for the appointment of a receiver, manager or administrative receiver over all or any part of the assets or undertaking of that Member, or any other steps being taken to enforce any Encumbrance over all or any part of the assets or undertaking of that Member; and
  • any proceedings or orders equivalent or analogous to any of those described above in articles (a) to (d) occurring in respect of that Member under the law of any jurisdiction outside England and Wales.
  • Regulations 21 and 22 of the Model Articles shall not apply to the Association.
6. Subscription
  • The annual subscription payable by a Full Member shall be such sum as is prescribed for by that Member’s turnover by the subscription scale (the Subscription Scale) to be maintained by the Association for the purpose.
  • The Subscription Scale shall show as payable such sums by way of subscriptions as the Board approve for particular turnover ranges. Such sums may be increased from time to time by the Board in order to fund the efficient operation of the Association.
  • For the purpose of determining the subscription of a Member, the expression “turnover” in this article 6 shall mean such sum as the Board may determine as the sales or turnover of that Member in or directly associated with hydraulic and pneumatic fluid power equipment or components, or services in and from the United Kingdom during the accounting reference period of the Member ending before 1 September of the year preceding the year for which the annual subscription is to be fixed, on the basis of a signed statement as to such turnover by a duly authorised officer of the Member to be provided on a confidential basis to the Association by 1 October of each year, or where such signed statement is not delivered by the due date, in its absolute discretion.
  • The Board shall determine from time to time the annual subscriptions payable by Associate Members, Consultant Members, Overseas Associate Members and Technical Research and Teaching Members or classes thereof.
  • All subscriptions shall be payable in advance and shall become due on 1 January in each year. Members joining at any point during a calendar year will be subject to an appropriate proportion of the annual fee.
  • A Member shall in each case be under an obligation to pay any unpaid subscriptions in full including that for the year of resignation and any other sums which shall be or become payable prior to the date of such Member ceasing to be a Member. On the cessation of his membership, a Member shall cease to have any interest in or claim on the funds or assets of the Association.
  • If any Member shall fail to pay his annual subscription when required a notice in writing may be sent to him informing him that if the annual subscription is not paid within 6 weeks after the service of such notice then such Member shall cease to be a Member. If at any time following such cessation the former Member shall give an explanation satisfactory to the Board for such non-payment the Board may at its discretion discharge all liabilities of the former Member to the Association and allow the former Member to be re-admitted as a Member.
  • The Board shall in its absolute discretion be empowered to raise levies to supplement or reduce the annual subscriptions. Such levies shall be proportionate to the annual subscriptions and shall be payable or receivable by all Members, provided that the rate of such levies is approved beforehand by Members in a General Meeting.
7. AGMs
  • The Association shall hold each year an AGM.
  • Every AGM shall be held not more than fifteen months after the holding of the last preceding AGM.
8. General Meetings
  • No business shall be transacted at a General Meeting or AGM unless the General Meeting or AGM is held at an Accessible Location, the requisite quorum is present at the commencement of the business and also when such business is voted upon. Members present who represent not less than 10% of the Members entitled to attend either in person, by proxy or by a duly appointed corporate representative shall be a quorum.
  • If pursuant to article 8.1 a quorum is not present within an hour of the time appointed for the holding of the meeting, then the meeting shall be adjourned for a period of not less than 10 Business Days and regulation 27(1) of the Model Articles shall be amended accordingly.
  • Regulation 27 of the Model Articles shall be amended by the addition of the following as a new paragraph 27(7) in that Regulation: “If, provided that an adjourned meeting is proposed to be held in an Accessible Location, within an hour of the time appointed for the holding of an adjourned meeting a quorum is not present, the Member(s) present (either in person, by proxy or by a duly appointed corporate representative) shall constitute a quorum”.
  • The President, failing whom the Vice-President, shall preside as chairman at any General Meeting. If there is no such President or Vice-President, or if at any meeting neither is present within half an hour after the time appointed for holding the General Meeting and willing to act, the members of the Board present shall choose one of their number (or, if no such Member be present or if all such Members present decline to take the chair, the Members present shall choose one of their number) to be chairman of the General Meeting.
  • Save as prescribed by article 8.7, when a General Meeting is adjourned the Board must give seven days notice of the adjourned meeting in the same manner as in the case of the original meeting.
  • Any resolution required to be passed at a General Meeting or AGM shall be passed as a Members’ Resolution.
  • A General Meeting or an adjourned meeting may be called by short notice if so agreed by a majority in number of the Members having the right to attend and vote being a majority together holding not less than 90% of the total voting rights of all the Members.
  • The Board will be required to call a General Meeting once the Association has received requests to do so from Members who represent at least 10% of the total voting rights of all Members having a right to attend and vote at a General Meeting.
  • At each AGM and each General Meeting on a show of hands and a poll every Member present or by proxy shall have one vote. Provided that:
    • such Member shall not be in arrears in respect of any sums payable to the Association in respect of his membership;
    • Associate Members shall be entitled to receive notices, attend and participate in the meeting but not vote;
    • Consultant Members shall be entitled to receive notices, attend and participate in the meeting but not vote;
    • Overseas Associate Members shall be entitled to receive notices, attend and participate in the meeting but not vote; and
    • Technical Research and Teaching Members shall be entitled to receive notices, attend and participate in the meeting but not vote.
  • A poll may be demanded at any General Meeting by:
    • the chairman; or
    • a Member or Members, present in person and, representing not less than ten per cent. of the total voting rights of all the Members having the right to vote on the resolution.

Regulation 30(2) of the Model Articles shall not apply to the Association.

  • A demand for a poll may be withdrawn only with the approval of the meeting. Unless a poll is required, a declaration by the chairman of the meeting that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, an entry to that effect in the minute book shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded for or against such resolution.  If a poll is required, it shall be taken in such manner (including the use of ballot or voting papers or tickets) as the chairman of the meeting may direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.  The chairman of the meeting may (and if so directed by the meeting shall) appoint scrutineers and may adjourn the meeting to some place and time fixed by him for the purpose of declaring the result of the poll.
  • In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to a casting vote.
  • Regulation 31(1) of the Model Articles shall be amended as follows:
    • by the deletion of the words in Regulation 31(1)(d) and the insertion in their place of the following: “is delivered to the Association in accordance with the articles not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is exercised and in accordance with any instructions contained in the notice of the General Meeting (or adjourned meeting) to which they relate;”; and
    • by the insertion of the following as a new Regulation 31(1)(e): “and a proxy notice which is not delivered in such manner shall be invalid unless the Board, in its discretion, accepts the proxy notice at any time before the General Meeting.”.
  • The Association shall not be required to give notice of a General Meeting to a Member:
    • whose registered address is outside the United Kingdom unless he has provided an address for service within the United Kingdom; or
    • for whom the Association no longer has a valid United Kingdom address.
9. THE BOARD – Statutory Duties

Sections 171 to 178 (inclusive) of the Act shall apply to each member of the Board being the duty to:

  • act within powers;
  • promote the success of the Association;
  • exercise independent judgement;
  • exercise reasonable care, skill and diligence;
  • avoid conflicts of interest;
  • not to accept benefits from third parties; and
  • declare an interest in a proposed transaction or arrangement with the Association.
10. The BOARD - APPOINTMENT AND RETIREMENT/REMOVAL OF MEMBERS
  • Unless and until determined otherwise by a Members Resolution, the number of members of the Board (other than alternate members) appointed shall not be less than ten nor more than twenty three. Regulation 17(1) of the Model Articles shall not apply to the Association.
  • No person shall be appointed as a member of the Board unless he is from a category of person listed in articles 10.4.1 to 10.4.5 below or he is a Full Member (or a duly authorised officer of a corporate Member) and the office of a member of the Board shall automatically be vacated upon:
    • that member of the Board ceasing to be a Member or the corporate Member of which that member of the Board is a duly authorised officer ceasing to be a Member, as the case may be; or
    • that member of the Board ceasing to be a duly authorised officer of a corporate Member.
  • The office of a member of the Board shall automatically be vacated and if such member of the Board is also a Director then the office of Director shall automatically be vacated, and the member of the Board in question shall be deemed to have resigned, upon:
    • that member of the Board failing to take part in any Board decisions for a period of more than 3 consecutive Board meetings and the Board resolving that his appointment as a member of the Board should terminate (and the member of the Board in question shall not be an “Eligible Person” for the purposes of such resolution of the Board); or
    • the Members (having passed a Members’ Resolution to that effect) requesting his resignation by notice in writing. Such notice (which may consist of several documents in similar form each signed by or on behalf of one or more Members) must be left at or sent by post to the registered office of the Association (or another address nominated by the Board for this purpose) and the resignation shall take effect when the notice is received by the Association or, if later, on such date (if any) as may be specified in the notice

Regulation 18 of the Model Articles shall be extended accordingly.

  • The Board shall consist of the following persons:
    • the President and the Vice-President;
    • the immediate past President during the year succeeding his year of presidency;
    • the chairman of council of the BFPDA;
    • the Vice-Chairman of the BFPDA during the year preceding his appointment as chairman of the BFPDA only;
    • the CEO and any chosen employee of the BFPA Executive;
    • such other persons as may be elected by the Full Members pursuant to article 10.13; and
    • such other persons as may be elected by the Board within the limits contained in article 10.11.
  • The President shall hold office for a two year period expiring at the end of the AGM of the Association two years after the date of his taking office. He shall then retire from office and he shall not be eligible for election as Vice-President until at least the second AGM immediately following his retirement as President.
  • Upon retiring, the President shall become a fellow of both the Association and the BFPDA.
  • The members of the Board shall elect the Vice President who shall hold such office for a period of two years expiring at the end of the AGM following his election. The Vice-President will automatically be appointed as President following his holding the office of Vice-President for a period of two years.
  • The President, the Vice-President and the CEO may be members of all committees of the Association.
  • The CEO shall be appointed by the Board.
  • Subject to the directions from time to time of the Board, the CEO shall have general control of the business of the Association and of the appointment dismissal and terms of employment of its staff and shall perform such other functions as may from time to time be referred to him by the Board.
  • The Board may from time to time and at any time appoint a representative of any Full Member as a member of the Board either to fill a casual vacancy or by way of addition to the Board. Any Full Member so appointed shall retain his position on the Board only until the next AGM, but he shall then be eligible for re-election.
  • Rotation of members of the Board
    • During each AGM period, running from the date of the preceding AGM to the date of the next succeeding AGM, three of the members of the Board for the time being, including the immediately past President, shall retire from their positions on the Board.
    • If, at the time of an AGM less than three members of the Board have resigned in the period since the last AGM, the requisite number of members (totalling no less than three) of the Board (so as to ensure that no less than three members have resigned) shall retire from their positions on the Board.
    • The members of the Board to retire by rotation shall include (so far as necessary to obtain the number required) any member of the Board who wishes to retire and not to offer himself for re-election. Any further members so to retire by rotation shall be those of the other members who have been longest in office since their last re-election or appointment, and so that as between persons who became or were last re-elected members of the Board on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot.  A retiring member of the Board shall only be eligible for re-election twice unless, at the time of an AGM no other candidate is nominated for election.
    • The Association may, at the meeting at which a member of the Board retires in manner set out in articles 12.1 and 10.12.2, fill up the vacated office by electing a person to replace him, and in default the retiring member shall, if offering himself for re-election, be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office, or unless a resolution for the re-election of such member shall have been put to the meeting and not passed.
    • In addition to its obligations under the Act the Association shall, by notice in writing given not less than ten weeks prior to the date of the AGM, inform each Full Member of the number of vacancies due to be filled by election to the Board and at the same time send to each Full Member a form of nomination.
    • Each Full Member shall be entitled to complete the form of nomination and return the same duly completed to the Secretary within 28 days (the Nomination Period) after the date of the notice referred to in article 10.12.5 above. No Full Member shall nominate more than one candidate in respect of each vacancy.  Each nomination shall be seconded by another Full Member.
    • If the number of candidates nominated for election to the Board (including those members of the Board retiring by rotation and offering themselves for re-election) shall exceed the number of vacancies to be filled, the Secretary shall within seven days of the expiry of the Nomination Period issue one voting paper in the form prescribed by the Board to each Full Member.
    • In respect of each vacancy each Full Member shall have one vote and such vote shall be recorded on the voting paper.
    • Voting papers shall be returned duly completed to the Secretary within twenty-eight days after the date of issue of the voting papers.
    • At the AGM the chairman shall announce those candidates elected to fill the vacancies who have obtained the greatest number of valid votes or if the number of candidates including, subject to article 12.3, retiring members of the Board offering themselves for re-election shall not exceed the number of vacancies shall declare all the candidates elected.
    • The decision of the Board as to the validity of any votes cast or purported to be cast shall be final and binding.
    • The accidental omission to issue a voting paper or papers to or the non-receipt of such papers by any Full Member or the non-receipt by the Secretary of any completed voting papers shall not invalidate any election. All voting papers shall be preserved for at least three months after the declaration of the result of the election.
  • In addition and without prejudice to the provisions of the Act, the Association may by Members’ Resolution remove any member of the Board before the expiration of his period of office, and may by Members Resolution appoint another person in his place, 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.
  • All members of the Board must disclose their interests in any other companies, associations or similar to the Board on appointment and shall update the board immediately if there are any changes to such disclosure.
11. Proceedings of the Board
  • Ten Eligible Persons, present either in person or by a duly appointed alternate, shall be a quorum for a meeting of the Board. Regulation 11(2) of the Model Articles shall not apply to the Association.
  • In the event that the number of members of the Board appointed to the Board falls below ten, the remaining members of the Board may summon a meeting of the Board where the purpose of such meeting is to appoint such number of additional members as is required to constitute a quorum.
  • If the number of votes for and against a proposal at a Board meeting are equal the chairman shall not have a casting vote. Regulation 13 of the Model Articles shall not apply to the Association.
  • A member of the Board or Finance Committee may, and on the request of a member of the Board or Finance Committee, the Secretary shall, at any time, summon a meeting of the Board.
12. Conflicts of interest
  • The Board may, in accordance with the requirements set out in this article 12, authorise any matter or situation proposed to them by any member of the Board which would, if not authorised, involve a member of the Board breaching his duty under section 175 of the Act to avoid situations which conflict or possibly may conflict with the interests of the Association (a Conflict).
  • Any authorisation under this article will be effective only if:
    • the matter in question shall have been proposed by any member of the Board for consideration at a meeting of the Board in the same way that any other matter may be proposed to the Board under the provisions of these Articles or in such other manner as the Board may determine;
    • any requirement as to the quorum at the meeting of the Board at which the matter is considered is met without counting the member of the Board in question; and
    • the matter was agreed to without the member of the Board in question or would have been agreed to if his vote had not been counted.
  • Any authorisation of a Conflict under this article 12 shall be recorded in writing (but the authorisation shall be effective whether or not the terms are so recorded) and may, whether at the time of giving the authorisation or subsequently:
    • extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter so authorised;
    • be subject to such terms and for such duration, or impose such limits or conditions as the Board may determine; and
    • be terminated or varied by the Board at any time.

This will not affect anything done by the member of the Board prior to such termination or variation in accordance with the terms of the authorisation.

  • In authorising a Conflict the Board may decide (whether at the time of giving the authorisation or subsequently) that if a member of the Board has obtained any information through his involvement in the Conflict otherwise than as a member of the Board and in respect of which he owes a duty of confidentiality to another person, the member of the Board is under no obligation to:
    • disclose such information to the Board or to any member of the Board or other officer or employee of the Association; or
    • use or apply any such information in performing his duties as a member of the Board where to do so would amount to a breach of that confidence.
  • Where the Board authorises a Conflict it may (whether at the time of giving the authorisation or subsequently) provide that the member of the Board:
    • is excluded from discussions (whether at meetings of Board or otherwise) related to the Conflict;
    • is not given any documents or other information relating to the Conflict; and
    • may or may not vote (or may or may not be counted in the quorum) at any future meeting of the Board in relation to any resolution relating to the Conflict.
  • Where the Board authorises a Conflict:
    • the relevant member of the Board will be obliged to conduct himself in accordance with any terms imposed by the Board in relation to the Conflict; and
    • the member of the Board will not infringe any duty he owes to the Association by virtue of sections 171 to 177 of the Act provided he acts in accordance with such terms, limits and conditions (if any) as the Board imposes in respect of its authorisation.
  • A member of the Board is not required, by reason of being a member of the Board (or because of the fiduciary relationship established by reason of being a member of the Board), to account to the Association 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 Board or by the Association in a 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.
13. DIRECTORS
  • The Board shall nominate a minimum of seven of its number to act as Directors of the Association.
  • The Directors shall only be responsible for the following matters:
    • signing the annual accounts of the Association;
    • signing any bank mandates in respect of the Association’s bank accounts.
  • Board members who are also Directors shall deal with the matters set out at article 13.2 above or any amendments to them within the business to be carried out at an Board meeting.
  • In the event that the number of Directors appointed falls below two, the Board may summon an Board meeting where the purpose of such meeting is to appoint such number of directors as required to constitute a quorum. Regulation 17(1)(b) of the Model Articles shall be varied accordingly.
14. Finance Committee
  • The Finance Committee shall comprise the following:
    • the President;
    • the Vice President;
    • the immediate past President during the year succeeding his year of presidency only;
    • in the view of the Board, a financially experienced or qualified Member (or authorised officer of a corporate Member);
    • Chairman of the BFPDA;
    • the Vice-Chairman of the BFPDA during the year preceding his appointment as chairman of the BFPDA only; and
  • Upon the retirement of the President in accordance with article 5 the President will become the immediate past President and will sit on the Finance Committee for one year. The Vice Chairman of the BFPDA Council will be appointed to the Finance Committee in the following year.
  • The Finance Committee shall be responsible for the funds and accounts of the Association.
  • The Finance Committee shall cause proper books of account to be kept in respect of:
    • all sums of money received and expended by the Association and the matters in respect of which such receipts and expenditure take place;
    • all sales and purchases of goods and services by the Association; and
    • and the assets and liabilities of the Association.
  • Proper books of account shall be kept as necessary to give a true and fair view of the state of affairs of the Association and to explain the Association’s transactions.
  • The books of account shall be kept at the registered office of the Association, or at such other place within Great Britain as the Finance Committee thinks fit, and shall always be open to the inspection of the Board. No Member (other than a member of the Finance Committee or Board) shall have any right of inspecting any account or book or document of the Association except as conferred by the Act or as authorised by the Board.
  • The Finance Committee shall from time to time in accordance with the provisions of the Act cause to be prepared and to be laid before an AGM such income and expenditure accounts, balance sheets, and reports as may be necessary.
  • A copy of every balance sheet and income and expenditure account which is to be laid before an AGM (including every document required by law to be attached or annexed thereto) shall not less than twenty-one days before the date of the meeting be sent to every Member and to every other person who is entitled to receive notices of meetings from the Association under the provisions of these Articles. Provided that this article 8 shall not require a copy of these documents to be sent to any person of whose address the Association is not aware, but any Member to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application to the Association.
  • Unless otherwise agreed by the Board, the Finance Committee shall meet for one hour prior to each Board meeting and a member of the Finance Committee shall report to the Board at each Board meeting.
15. Secretary

The Board may appoint any person who is willing to act as the Secretary for such term, on such remuneration and on such conditions as they may think fit and may from time to time remove or replace such person.

16. Service of Documents

Any notice, document or other information given in accordance with these Articles shall be deemed served on or delivered to the intended recipient:

  • 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;
  • if properly addressed and sent by reputable international overnight courier to an address outside the United Kingdom or from outside the United Kingdom to an address within the United Kingdom, 5 Business Days after posting provided that delivery in at least 5 Business Days was guaranteed at the time of sending and the sending party receives a confirmation of delivery from the courier service provider;
  • if properly addressed and delivered by hand, when it was given or left at the appropriate address;
  • if properly addressed and sent or supplied by electronic means, one hour after the document or information was sent or supplied; and
  • 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 16.1, no account shall be taken of any part of a day that is not a working day.

  • 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.
17. Auditors

Subject to the provisions of the Act, all acts done by any person acting as an auditor shall as regards all persons dealing in good faith with the Association, be valid notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment.

  • The auditor shall be entitled to attend any General Meeting and to receive all notices of and other communications relating to any General Meeting which any Member is entitled to receive, and to be heard at any General Meeting on any part of the business of the meeting which concerns him as auditor.
18. Indemnity
  • Subject to article 2, but without prejudice to any indemnity to which a relevant officer is otherwise entitled:
    • each relevant officer shall be indemnified out of the Association’s assets against all costs, charges, losses, expenses and liabilities incurred by him as a relevant officer:
  • in the actual or purported execution and/or discharge of his duties, or in relation to them; and
  • in relation to the activities of the Association (or any associated association) as trustee of an occupational pension scheme (as defined in section 235(6) of the Act including (in each case) any liability incurred by him in defending any civil or criminal proceedings, 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 the court grants him, in his capacity as a relevant officer, relief from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Association (or any associated company); and
  • the Association may provide any relevant officer with funds to meet expenditure incurred or to be incurred by him in connection with any proceedings or application referred to in article 1.1 and otherwise may take any action to enable any such relevant officer to avoid incurring such expenditure.
  • This article 18 does not authorise any indemnity which would be prohibited or rendered void by any provision of the Act or by any other provision of law.
  • In this article 18 and in article 19:
    • companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and
    • a relevant officer means any member of the Board or other officer or former member of the Board or other officer of the Association or any associated company (including any company which is a trustee of an occupational pension scheme (as defined by section 235(6) of the Act), but excluding in each case any person engaged by the Association (or any associated company) as auditor (whether or not he is also a member of the Board or other officer), to the extent he acts in his capacity as auditor).
  • Regulation 38 of the Model Articles shall not apply to the Association.