Articles of Association

The Companies Act 1985

Company Limited by Guarantee and not having a share capital

Articles of Association of High Salvington Mill Trust Limited

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 consistent with the subject of context:-

WORDS	MEANINGS
The Act	The Companies Act 1985.
The Presents	These Articles of Association and regulations of the Company from time to time in force.
The Company	The Council of Management for the time being of the Company.
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 also include the feminine gender; and Words importing persons shall include corporations.

Subject as aforesaid, any words or expressions defined in the Act or any Statutory modification thereof in force at the date on which these presents becoming binding on the Company shall, if not consistent with the subject or context, bear the same meanings in these presents.

1. The number of members with which the Company proposes to be registered is twenty but the Council may from time to time register an increase of members.

2. The provisions of Section 10 of the Act shall be observed by the Company and every member of the Company shall either sign a written consent to become a member or sign the register of members on becoming a member.

3. The Company is established for the purposes expressed in the Memorandum of Association.

4. Every member shall pay to the Company such annual subscription (if any) as may from time to time be determined by the Company in General Meeting.

5. The subscribers to the Memorandum of Association and such other persons as the Council shall admit to membership in accordance with the provisions hereinafter contained shall be members of the Company.

6. Any member shall cease to be a member:-

1. If he shall resign by giving notice in writing of his intention to so do.
2. If he shall be removed from membership by a resolution of at least three fourths of the members present and voting at a General Meeting of the Company at which he shall have been given proper opportunity of attending and of being heard.

GENERAL MEETINGS

7. The Company shall hold a General Meeting in every calendar year as its Annual General Meeting at such time and place as may be determined by the Council, and shall specify the meeting as such in notices calling it, providing that every Annual General Meeting except the first shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting, and that so long as the Company holds its first Annual General Meeting within eighteen months after its incorporation it need not hold it in the year of its incorporation or in the following year.

8. All General Meetings other than the Annual General Meeting shall be called Extraordinary General Meetings.

9. The Council may whenever they think fit convene an Extraordinary General Meeting , and Extraordinary General Meetings shall also be convened on such requisition, or in default may be convened by such requisitions as provided by Section 368 of the Act.

10. Twenty one day’s notice in writing at the least of every Annual General Meeting and of every meeting convened to pass a Special Resolution, and fourteen days notice in writing at the least of every other General Meeting (exclusive in every case both of the day on which it is served or deemed to be served and of the day for which it is given), specifying the place, the day, and the hour of the meeting, and in the case of special business the general nature of that business shall be given in the manner hereinafter mentioned to such persons (including the Auditors) as are under these presents or under the Act entitled to receive such notices from the Company; but with the consent of all the members having the right to attend and vote thereat, or such proportion of them as is prescribed by the Act in the case of meetings other than Annual General Meetings, a meeting may be convened by such notice as those members think fit.

11. The accidental omission to give notice of a meeting to, or the non-receipt of such notice by any person entitled to receive notice thereof shall not invalidate any resolution passed or the proceedings at the meeting.

PROCEEDINGS AT GENERAL MEETINGS

12. All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all that is transacted at an Annual General Meeting shall also be deemed special, with the exception of the consideration of the income and expenditure account and the balance sheet, the reports of the Council and of the Auditors, the election of members of the Council in the place of those retiring, and the appointment and fixing of the remuneration of the Auditors.

13. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided five members personally present shall be a quorum.

14. If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present the meeting if convened on the requisition of members shall be dissolved. In 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 Council may determine, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting the members present shall be a quorum.

15. The Chairman (if any) of the Council shall preside as Chairman at every General Meeting but if there be no such Chairman or, if at the meeting he shall not be present within fifteen minutes after the time appointed for holding he same or shall be unwilling to preside, the members present shall choose some member of the Council to preside, 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 Company who shall be present to preside.

16. The Chairman may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more notice of the adjourned meeting shall be given in the same manner as of the 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.

17. At any General Meeting a resolution put to the vote at the meeting shall be decided on a show of hands unless a poll is, before or upon the declaration of a result of the show of hands, demanded by the Chairman or by at least three members present in person or by proxy or by a member or members present in person or by proxy and representing one-tenth of the total voting rights of all the members having the right to vote at the meeting, and unless a poll be so demanded a declaration by the Chairman of the meeting that a resolution has been carried, unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minute book of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against the resolution. The demand for a poll may be withdrawn.

18. Subject to the provisions of Article 20, if a poll shall be demanded in the 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.

19. No poll shall be demanded on the election of a Chairman of a meeting or on any question of adjournment.

20. 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 second or casting vote.

21. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll was demanded.

VOTES OF MEMBERS

22. Subject as hereinafter provided, every member shall have one vote.

23. No member other than a member duly registered, who shall have paid every subscription and other sum (if any) which shall be due and payable to the Company in respect of his membership, shall be entitled to vote on any question either personally or by proxy or as a proxy for any other member at any General Meeting.

24. Votes may be given on a poll either personally or by proxy. On a show of hands a member present only by proxy shall have no vote, but a proxy for a corporation may vote on a show of hands. A corporation may vote by its duly authorised representative appointed as provided by Section 375 of the Act. No person not being an individual member of the Company entitled to vote under Article 24 shall be appointed a proxy.

25. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if such appointer is a corporation under its common seal, if any, and, if none, then under the hand of some officer duly authorised in that behalf.

26. The instrument appointing a proxy and the power of attorney or other (if any) under which it is signed or a notarially certified or office copy thereof shall be deposited at the office not less than forty eight hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or in the case of a poll not less than twenty four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after expiration of twelve months from the date of its execution.

27. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of the death, insanity or revocation as aforesaid shall have been received at the office before the commencement of the meeting or adjourned meeting at which the proxy is used.

28. Any instrument appointing a proxy shall be in the following form or as near thereto as circumstances will admit:-

HIGH SALVINGTON MILL TRUST LIMITED

“I of

a member of the above named Company hereby appoint

of

to vote for me and on my behalf at the (Annual or Extraordinary or Adjourned as the case may be) General Meeting of the Company to be held on the day of and at every adjournment thereof.

As witness my hand this day of 20 “

The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

COUNCIL OF MANAGEMENT

29. Subject to Article 33 hereof until otherwise determined by a General Meeting, the number of Members of the Council shall not be less than two not more than twenty.

30. The first members of the Council shall be the subscribers to the Memorandum of Association and such other persons as shall be appointed by instrument in writing under the hands of the subscribers to the Memorandum of Association.

31. The Council may from time to time and at any time appoint any member of the Company and 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 Annual General Meeting but he shall then be eligible for re-election.

32. The Council shall have power to co-opt persons whether members of the Company or not such co-opted persons to be in addition to and not included in the maximum number of members of the Council specified in Article 29 hereof. Provided that such co-opted members shall never exceed one fifth in number of the total maximum membership of the Council as provided by Article 29 hereof. All persons co-opted shall retire at the Annual General Meeting following the date when they were so co-opted but they may again be co-opted.

33. No person who is not a member of the Company shall in any circumstances be eligible to hold office as a member of the Council except as co-opted member.

POWERS OF THE COUNCIL

34. The business of the Company shall be managed by the Council who may pay all such expense of, preliminary and necessary to, the promotion, formation, establishment and registration of the Company as they think fit and may exercise all such powers of the Company an do on behalf of the Company all such acts as may be exercised or done by the Company in General Meeting, subject nevertheless to any regulations of these presents, to the provisions of any statutes for the time being in force and affecting the Company, and to such regulations, being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in General Meeting but no regulation made by the Company in General Meeting shall invalidate any prior act of Council which would have been valid if such regulation had not been made.

35. The members for the time being of the Council may act notwithstanding any vacancy in their body, provided always that if at any time the members of the Council shall be or be reduced in number to less than the minimum number prescribed by these presents, it shall be lawful for them to act as the Council for the purpose of admitting persons to membership of the Company, filling vacancies in the Council and summoning a General Meeting but not for other purposes.

36. At their first meeting the Council may appoint executive(s) to administer and control the day by day activities of the Company who shall not be members of the Company but who may be co-opted on to the Council from time to time for the purpose of advising the Council in its management function. The executives so appointed shall be entitled to receive remuneration on such conditions as the Council may from time to time determine.

SECRETARY

37. The Secretary (who may or may not also be a member of the Company or the Council) shall be appointed by the Council for such time, at such remuneration (if any) (subject to the provisions of Clause 4 of the Memorandum of Association) and upon such conditions as they may think fit, and any Secretary so appointed may be removed by them. The provisions of Section 283 of the Act shall apply and be observed. The Council may from time to time by resolution appoint (in a like manner and subject as aforesaid) an assistant or deputy Secretary and any person so appointed may act in the place of the Secretary if there be no Secretary or no Secretary capable of acting.

DISQUALIFICATION OF MEMBERS OF THE COUNCIL

38.

1. The office of a member of the Council shall be vacated:-
   1. If a receiving order is made against him or he makes any arrangement or composition with his creditors.
   2. If he becomes of unsound mind.
   3. If he ceases to be a member of the Company.
   4. If by notice in writing to the Company he resigns his office.
   5. If he is removed from office by a resolution duly passed pursuant to Section 303 of the Act.
2. Section 293 of the Act shall not apply to the Company.

ROTATION OF MEMBERS OF THE COUNCIL

39. At the first Annual General Meeting all the Members of the Council shall retire and at the Annual General Meeting to be held 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 one third, should retire from office.

40. The members of the Council to retire shall be those who have been longest in office since their last appointment or election. As between members of equal seniority, the members to retire shall in the absence of agreement be selected from them by lot. The length of time a member has been in office shall be computed from the last election or appointment. A retiring member of the Council shall be eligible for re-election.

41. The Company may, at the meeting at which a member of the Council retires in the manner aforesaid, fill up the vacant office by electing a person thereto, and in default the retiring member shall, if offering himself up for re-election, be deemed to have been re-elected unless at such meeting it is expressly resolved not to fill the such vacated office, or unless a resolution for the re-election of such member shall have been put to the meeting and lost.

42. No person not being a member of the Council retiring at the meeting shall, unless recommended by the Council for election be eligible for election to membership of the Council at any General Meeting unless within 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 have been served, and the day appointed for the meeting there shall not be less than four nor more than twenty-eight intervening days.

43. The Company 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 appointments necessary for effecting any such increase.

44. In addition and with prejudice to the provisions of Section 303 of the Act, the Company may be Extraordinary Resolution remove any member if the Council before the expiration of his period of office and may by Ordinary Resolution appoint another qualified member in his stead, but any person so elected 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.

45. No person shall be incapable of being appointed a member of the Council by reason of his having the age of seventy years or of any other age, nor shall any member of the Council vacate his office by reason of his attaining, or having attained the age of seventy or any other age.

PROCEEDINGS OF THE COUNCIL

46. The Council may meet together at such place as the Chairman shall direct for the dispatch of business, adjourn and otherwise regulate their meeting as they think fit, and determine the quorum necessary for the transaction of business. Unless otherwise determined, three shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the Chairman shall have a second or casting vote.

47. On the request of any three members of the Council the Secretary shall, at any time, summon a meeting of the Council by notice (stating the time and place of such meeting) served upon the several members of the Council. A member of the Council who is absent from the United Kingdom shall not be entitled to notice of the meeting. Any accidental omission or defect in any such notice or any accidental failure to give such notice to any member of the Council entitles thereto shall not invalidate any of the proceedings of such meetings so long as a quorum is present thereat.

48. The Council shall from time to time elect a Chairman who shall be entitled to preside at all meetings of the Council at which he shall be present and may determine for what period he is to hold office but if no Chairman be elected, or if at any meeting the Chairman not be present within fifteen minutes after the time appointed for holding the meeting and willing to preside, the members of the Council present shall choose one of their number to be the Chairman for that meeting.

49. A meeting of the Council at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the regulations of the Company for the being vested in the Council generally.

50. The Council may delegate any of their powers to committees consisting of member or members (if any) of the Council as they think fit and the committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Council. The meetings and proceedings of any such committees shall be governed by the provisions of these presents for regulating the meetings and proceedings of the Council so far as is applicable and so far as the same shall not be superseded by any regulation made by the Council. Provided always that all acts and proceedings of such committees to whom powers are delegated must be reported back to the Council as soon as possible.

51. All acts done bona fide 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 continuance in office of any such member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every person had been duly appointed, or had duly continued in office and was qualified to be a member of the Council.

52. The Council shall cause proper minutes to be made of all appointments and of officers made by the Council and of the proceedings of all meetings of the Company and of the Council and of committees of the Council, and all business transacted at such meetings, and any such minutes of any meeting, if purporting to be signed by the Chairman of the meeting, or the Chairman of the next succeeding meeting, shall be sufficient evidence without further proof of the facts therein stated.

A resolution in writing signed by all members for the time being of the Council or of any Committee of the Council who are entitled to receive notice of a meeting of the Council or of such Committee shall 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.

HONORARY OFFICERS

53. The Council may from time to time appoint such Patrons and Vice-Patrons and such Presidents and Vice-Presidents and other honorary officers as the Council may think fit of the Company or any charitable institution, purpose or appeal from time to time conducted or undertaken by the Company or of the Council. No remuneration (except by way of repayment of out-of-pocket expenses, if any) shall be paid to any person so appointed in respect of any such honorary office. Save as aforesaid every such appointment shall be for such period and on such terms as the Council shall think fit.

TREASURER

54. The Council shall from time to time appoint one of its members to be Treasurer of the Company. The Treasurer shall undertake such functions in respect of the Company as the Council shall from time to time appoint. No remuneration (except by way of repayment of out-of-pocket expenses if any) shall be paid to the Treasurer in respect of his office. Any person appointed to be the Treasurer shall automatically vacate such office on his ceasing to be a member of the Council unless he is thereupon immediately re-elected or deemed to be re-elected a member of the Council. Save as aforesaid every such appointment shall be for such period and on such terms as the Council shall think fit.

ACCOUNTS

55. The Council shall cause proper books of accounts to be kept with respect to:-

1. All sums of money received and expended by the Company and the matters in respect of which such receipts and expenditure take place:
2. All sales and purchases of goods by the Company: and
3. The assets and liabilities of the Company.

Proper books shall not be deemed to be kept if there are not kept such books of accounts as are necessary to give a true and fair view of the state of affairs of the Company and to explain its transactions.

56. The books of account shall be kept at the registered office, or, at such other place or places as the Council shall think fit, and shall always be open to inspection of the members of the Council.

57. The Council shall from time to time determine whether and to what extent and at what time and places and what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of the members not being members of the Council, and no member (not being a member of the Council) shall have any right of inspecting any account or book or document of the Company except as conferred by statute or authorised by the Council or by the Company in General Meeting.

58. At the Annual General Meeting in every year the Council shall lay before the Company a proper income and expenditure account for the period since the last preceding account (or in the case of the first account since the incorporation of the Company) made up to a date, not more than six months before such meeting, together with a proper balance sheet made up to the same date. Every such balance sheet shall be accompanied by reports of the Council and the Auditors, and copies of such account, balance sheet and reports (all of which shall be framed in accordance with any statutory requirements for the time being in force) and of any other documents required by law to be annexed or attached thereto or to accompany the same shall not less than twenty-one clear days before the date of the meeting, subject nevertheless to the provisions of Section 241 (1) of the Act, be sent to the Auditors and to all other persons entitled to receive notices of General Meetings in the manner which notices are hereinafter directed to be served. The Auditors’ report shall be open to inspection and be read before the meeting as required by Section 236 (1) of the Act.

AUDIT

61. A notice may be served by the Company 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.

62. Any member described in the register of members by an address not within the United Kingdom, who shall from time to time give the Company an address within the United Kingdom at which notices may be served upon him, as such address, but, save as aforesaid and as provided by the Act, only those members who are described in the register of members by an address within the United Kingdom shall be entitled to receive notices from the Company.

63. Any notices if served by first class post, shall be deemed to have been served on the day following that on which the letter containing the notice is put in 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 office as a prepaid letter.

DISSOLUTION

64. Clause 7 of the Memorandum of Association relating to the winding up and dissolution of the Company shall have effect as if the provisions thereof were repeated in these Articles.

INDEMNITY

65. In execution of the trusts hereof no officer of the Company or member of the Council shall be liable for any loss to the property of the charity arising by reason of any improper investment made in good faith (so long as he shall sought professional advice before making such an investment).