|
|
|
|
Londyn, 3 maj 2008
PCZS.org to serwis,
którego treści mają charakter informacyjny.
Zarówno udostępnianie ich, jak i dostęp do
nich następuje w wyniku zaakceptowania niniejszych postanowień
regulaminu:
1.
Użytkowanie stron internetowych PCZS odbywa się z pełnym poszanowaniem
norm obyczajowych i prawnych.
2.
Podstawowym celem istnienia strony internetowej "Polskie Centrum
Zdrowia Seksualnego" jest dobro pacjentów - przede wszystkim młodych
obywateli RP przebywających w Londynie.
3.
Umożliwienie wszystkim dostępu do źródłowych informacji dotyczących
polskich specjalistów praktykujących w Londynie w zakresie szeroko
pojętego zdrowia seksualnego w
Londynie odbywa się nieodpłatnie, podobnie jak wprowadzanie oraz
utrzymywanie przez tych specjalistów swoich danych w bazie PCZS.
4. Warunkiem
koniecznym, niezbędnym do dołączenia przez specjalistę do
bazy PCZS na zasadzie "jeden specjalista - jeden wpis", jest posiadanie
przez niego wyższego wykształcenia i stosownych imiennych świadectw lub
uprawnień, lub certyfikatów, a także wiedzy praktycznej w
zakresie
seksuologii lub psychologii, lub ginekologii, lub dermatologii, lub
andrologii, lub urologii.
5. Podanie i
rozpowszechnianie w bazie PCZS swoich danych przez specjalistę odbywa
się dobrowolnie i w zgodzie z rzeczywistością, co oznacza, że o ich
prawdziwość i aktualność dbają także sami zainteresowani, zgłaszając
tylko dane mające swe potwierdzenie w istniejących faktach (w
przeciwnym razie, w przypadku zaistnienia wątpliwości w tym zakresie,
dane specjalisty nie zostaną wprowadzone do bazy PCZS bądź z niej
usunięte).
6.
Niekomercyjne i wolontaryjne tworzenie i istnienie bazy polskich
specjalistów z zakresu zdrowia seksualnego w Londynie jest podstawowym
priorytetem funkcjonowania stron internetowych PCZS.org - którego nigdy
nie może przesłaniać obecność w wybranych miejscach grafik
prezentujących znaki firmowe patronów PCZS, będących podmiotami
stosującymi społeczną odpowiedzialność biznesu, wyrażaną m.in.
wsparciem udzielonym polskiej organizacji non-profit w Wielkiej
Brytanii pod nazwą Polskie Centrum Zdrowia Seksualnego LTD.
London, 16 June 2008
POLSKIE CENTRUM ZDROWIA SEKSUALNEGO LTD - Company No. 6621928 - The
Registrar of Companies for England and Wales
Memorandum
of
Association
POLSKIE CENTRUM ZDROWIA SEKSUALNEGO LTD
1. The name of the Company (and in this document it is called the
Company) is: POLSKIE
CENTRUM ZDROWIA SEKSUALNEGO LTD
2. The Registered office of the Company is to be situated in England
and Wales.
3. The Companys objects (the objects) are:
- To identify the key Polish social venues - To support recently
arrived young Polish women and men
wishing to change their sexual risk taking - To identify Polish peer
leaders and volunteers who are
willing and able to help with sexual health promotion and improving
access to services - To develop a
Polish sexual health counselling service - To disseminate information,
e.g., via Polish community
meeting places, events, schools, churches, mass media - To promote
access to community specific and
generic sexual health services, including GUM clinics and sexual health
counselling services
4. In furtherance of the Objects but not otherwise the Company may
exercise the following powers:
4.1 To draw, make, accept, endorse, discount, execute and issue
promissory notes, bills, cheques and
other instruments, and to operate bank accounts in the name of the
Company;
4.2 To raise funds and to invite and receive contributions: provided
that in raising funds the Company
shall not undertake any substantial permanent trading activities and
shall conform to any relevant
statutory regulations;
4.3 To acquire, alter, improve and (subject to such consents as may be
required by law) to charge or
otherwise dispose of property;
4.4 Subject to clause 5 below to employ such staff, who shall not be
directors of the Company
(hereinafter referred to as the trustees), as are necessary for the
proper pursuit of the Objects and to
make all reasonable and necessary provision for the payment of pensions
and superannuation to staff
and their dependants;
4.5 To establish or support any charitable trusts, associations or
institutions formed for all or any of
the Objects;
4.6 To co-operate with other charities, voluntary bodies and statutory
authorities operating in
furtherance of the Objects or similar charitable purposes and to
exchange information and advice with
them;
4.7 To pay out of the funds of the Company the costs, charges and
expenses of and incidental to the
formation and registration of the Company;
4.8 To do all such other lawful things as are necessary for the
achievement of the Objects;
5. The income and property of the Company shall be applied solely
towards the promotion of
the Objects and no part shall be paid or transferred, directly or
indirectly, by way of dividend, bonus or
otherwise by way of profit, to members of the Company, and no trustee
shall be appointed to any
office of the Company paid by salary or fees or receive any
remuneration or other benefit in money or
moneys worth from the Company: Provided that nothing in this document
shall prevent any payment
in good faith by the Company:
5.1 Of the usual professional charges for business done by any trustee
who is a solicitor, accountant
or other person engaged in a profession, or by any partner of his or
hers, when instructed by the
Company to act in a professional capacity on its behalf: Provided that
at no time shall a majority of the
trustees benefit under this provision and that a trustee shall withdraw
from any meeting at which his or
her appointment or remuneration, or that of his or her partner, is
under discussion;
5.2 Of reasonable and proper remuneration for any services rendered to
the Company by any
member, officer or servant of the Company who is not a trustee;
5.3 Of interest on money lent by any member of the Company or trustee
at a reasonable and proper
rate per annum not exceeding 2 per cent less than the published base
lending rate of a clearing bank to
be selected by the trustees;
5.4 Of fees, remuneration or other benefit in money or moneys worth to
any company of which a
trustee may also be a member holding not more than 1/100th part of the
issued capital of that
company;
5.5 Of reasonable and proper rent for premises demised or let by any
member of the Company or a
trustee;
5.6 To any trustee of reasonable out-of-pocket expenses.
6. The liability of the members is limited.
7. Every member of the Charity undertakes to contribute such amount as
may be required (not
exceeding £10) to the Charitys assets if it should be wound up while he
or she is a member or within
one year after he or she ceases to be a member, for payment of the
Charitys debts and liabilities
contracted before he or she ceases to be a member, and of the costs,
charges and expenses of winding
up, and for the adjustment of the rights of the contributories among
themselves.
8. If the Company is wound up or dissolved and after all its debts and
liabilities have been satisfied
there remains any property it shall not be paid to or distributed among
the members of the Company,
but shall be given or transferred to some other charity or charities
having objects similar to the Objects
which prohibits the distribution of its or their income and property to
an extent at least as great as is
imposed on the Company by Clause 5 above, chosen by the members of the
Company at or before the
time of dissolution and if that cannot be done then to some other
charitable object.
Articles
of
Association
Of POLSKIE CENTRUM ZDROWIA SEKSUALNEGO LTD
1. Interpretation
In these articles:
1.1 The Company means the company intended to be regulated by these
articles;
1.2 The Act means the Companies Act 1985 including any statutory
modification or re-enactment
thereof for the time being in force;
1.3 The articles means these Articles of Association of the Company;
1.4 Clear days in relation to the period of a notice means the period
excluding the day when the notice
is given or deemed to be given and the day for which it is given or on
which it is to take effect;
1.5 Executed includes any mode of execution;
1.6 The memorandum means the memorandum of association of the Company;
1.7 Office means the registered office of the Company;
1.8 The seal means the common seal of the Company if it has one;
1.9 Secretary means the secretary of the Company or any other person
appointed to perform the duties
of the secretary of the Company, including a joint, assistant or deputy
secretary;
1.10 The trustees means the directors of the Company (and trustee has a
corresponding meaning);
1.11 The United Kingdom means Great Britain and Northern Ireland; and
words importing the
masculine gender only shall include the feminine gender;
1.12 Subject as aforesaid, words or expressions contained in these
Articles shall, unless the context
requires otherwise, bear the same meaning as in the Act.
2. Members
2.1 The subscribers to the memorandum and such other persons or
organisations as are admitted to
membership in accordance with the rules made under Article 22 shall be
members of the Company.
No person shall be admitted a member of the Company unless his
application for membership is
approved by the trustees.
2.2 Unless the trustees or the Company in general meeting shall make
other provision under Article
22, the trustees may in their absolute discretion permit any member of
the Company to retire, provided
that after such retirement the number of members is not less than two.
3. General Meetings
3.1 The Company shall hold an annual general meeting each year in
addition to any other meetings in
that year, and shall specify the meeting as such in the notices calling
it; and not more than fifteen
months shall elapse between the date of one annual general meeting of
the Company and that of the
next:
3.2 Provided that so long as the Company holds its first annual general
meeting within eighteen
months of its incorporation, it need not hold it in the year of its
incorporation or in the following year.
The annual general meeting shall be at such times and places as the
trustees shall appoint. All general
meetings other than annual general meetings shall be called
extraordinary general meetings.
3.3 The trustees may call general meetings and, on the requisition of
members pursuant to the
provisions of the Act, shall forthwith proceed to convene an
extraordinary general meeting for a date
not later than eight weeks after receipt of the requisition. If there
are not within the United Kingdom
sufficient trustees to call a general meeting, any trustee or any
member of the Company may call a
general meeting.
4. Notice of general meetings.
4.1 An annual general meeting and an extraordinary general meeting
called for the passing of a special
resolution appointing a person as a trustee shall be called by at least
twenty-one clear days notice. All
other extraordinary general meetings shall be called by at least
fourteen clear days notice but a general
meeting may be called by shorter notice if it is so agreed:
(1) in the case of an annual general meeting, by all the members
entitled to attend and vote; and
(2) in the case of any other meeting by a majority in number of members
having a right to attend and
vote, being a majority together holding not less than 95 percent of the
total voting rights at the meeting
of all the members. The notice shall specify the time and place of the
meeting and the general nature of the business to be
transacted and, in the case of an annual general meeting, shall specify
the meeting as such.
The notice shall be given to all the members and to the trustees and
auditors.
4.2 The accidental omission to give notice of a meeting to, or the
non-receipt of notice of a meeting
by, any person entitled to receive notice shall not invalidate the
proceedings at that meeting.
5 Proceedings at general meetings.
5.1 No business shall be transacted at any meeting unless a quorum is
present. Ten persons entitled to
vote upon the business to be transacted, each being a member or a duly
authorised representative of a
member organisation, or one tenth of the total number of such persons
for the time being, whichever is
the greater, shall constitute a quorum.
5.2 If a quorum is not present within half an hour from the time
appointed for the meeting, or if during
a meeting a quorum ceases to be present, the meeting shall stand
adjourned to the same day in the next
week at the same time and place or to such time and place as the
trustees may determine.
5.3 The chairman, if any, of the trustees or in his absence some other
trustee nominated by the trustees
shall preside as chairman of the meeting, but if neither the chairman
nor such other trustee (if any) be
present within fifteen minutes after the time appointed for holding the
meeting and willing to act, the
trustees present shall elect one of their number to be chairman and, if
there is only one trustee present
and willing to act, he shall be chairman.
5.4 If no trustee is willing to act as chairman or if no trustee is
present within fifteen minutes after the
time appointed for holding the meeting, the members present and
entitled to vote shall choose one of
their number to be chairman.
5.5 A trustee shall, notwithstanding that he is not a member, be
entitled to attend and speak at any
general meeting.
5.6 The chairman may, with the consent of a meeting at which a quorum
is present (and shall if so
directed by the meeting), adjourn the meeting from time to time and
from place to place, but no
business shall be transacted at an adjourned meeting other than
business which might properly have
been transacted at the meeting had adjournment not taken place. When a
meeting is adjourned for
fourteen days or more, at least seven clear days notice shall be given
specifying the time and place of
the adjourned meeting and the general nature of the business to be
transacted. Otherwise it shall not be
necessary to give any such notice.
5.7 A resolution put to the vote of a meeting shall be decided on a
show of hands unless before, or on
the declaration of the result of, the show of hands a poll is duly
demanded. Subject to the provisions of
the Act, a poll may be demanded:
(1) By the chairman; or
(2) By at least two members having the right to vote at the meeting; or
(3) By a member or members representing not less than one-tenth of the
total voting rights of all the
members having the right to vote at the meeting.
5.8 Unless a poll is duly demanded a declaration by the chairman that a
resolution has been carried or
carried unanimously, or by a particular majority, or lost, or not
carried by a particular majority and an
entry to that effect in the minutes of the meeting shall be conclusive
evidence of the fact without proof
of the number or proportion of the votes recorded in favour of or
against the resolution.
5.9 The demand for a poll may be withdrawn, before the poll is taken,
but only with the consent of the
chairman. The withdrawal of a demand for a poll shall not invalidate
the result of a show of hands
declared before the demand for the poll was made.
5.10 A poll shall be taken as the chairman directs and he may appoint
scrutineers (who need not be
members) and fix a time and place for declaring the results of the
poll. The result of the poll shall be
deemed to be the resolution of the meeting at which the poll is
demanded.
5.11 In the case of an equality of votes, whether on a show of hands or
on a poll, the chairman shall
be entitled to a casting vote in addition to any other vote he may have.
5.12 A poll demanded on the election of a chairman or on a question of
adjournment shall be taken
immediately. A poll demanded on any other question shall be taken
either immediately or at such time
and place as the chairman directs not being more than thirty days after
the poll is demanded. The
demand for a poll shall not prevent continuance of a meeting for the
transaction of any business other
than the question on which the poll is demanded. If a poll is demanded
before the declaration of the
result of a show of hands and the demand is duly withdrawn, the meeting
shall continue as if the
demand had not been made.
5.13 No notice need be given of a poll not taken immediately if the
time and place at which it is to
be taken are announced at the meeting at which it is demanded. In other
cases at least seven clear days
notice shall be given specifying the time and place at which the poll
is to be taken.
6 Votes of members
6.1 Subject to article 5.11, every member shall have one vote.
6.2 No member shall be entitled to vote at any general meeting unless
all moneys then payable by
him to the Company have been paid.
6.3 No objection shall be raised to the qualification of any voter
except at the meeting or adjourned
meeting at which the vote objected to is tendered, and every vote not
disallowed at the meeting shall
be valid. Any objection made in due time shall be referred to the
chairman whose decision shall be
final and conclusive.
6.4 A vote given or poll demanded by the duly authorised representative
of a member organisation
shall be valid notwithstanding the previous determination of the
authority of the person voting or
demanding a poll unless notice of the determination was received by the
Company at the office before
the commencement of the meeting or adjourned meeting at which the vote
is given or the poll
demanded or (in the case of a poll taken otherwise than on the same day
as the meeting or adjourned
meeting) the time appointed for taking the poll.
6.5 Any organisation which is a member of the Company may by resolution
of its Council or other
governing body authorise such person as it thinks fit to act as its
representative at any meeting of the
Company, and the person so authorised shall be entitled to exercise the
same powers on behalf of the
organisation which he represents as the organisation could exercise if
it were an individual member of
the Company.
7 Trustees
7.1 The number of trustees shall be not less than three but (unless
otherwise determined by ordinary
resolution) shall not be subject to any maximum.
7.2 The first trustees shall be those persons named in the statement
delivered pursuant to section
10(2) of the Act, who shall be deemed to have been appointed under the
articles. Future trustees shall
be appointed as provided subsequently in the articles.
8 Powers of trustees
8.1 Subject to the provisions of the Act, the memorandum and the
articles and to any directions given
by special resolution, the business of the Company shall be managed by
the trustees who may exercise
all the powers of the Company. No alteration of the memorandum or the
articles and no such direction
shall invalidate any prior act of the trustees, which would have been
valid if that alteration had not
been made or that direction had not been given. The powers given by
this article shall not be limited
by any special power given to the trustees by the articles and a
meeting of trustees at which a quorum
is present may exercise all the powers exercisable by the trustees.
8.2 In addition to all powers hereby expressly conferred upon them and
without detracting from the
generality of their powers under the articles the trustees shall have
the following powers, namely:
(1) To expend the funds of the Company in such manner as they shall
consider most beneficial for
the achievement of the objects and to invest in the name of the Company
such part of the funds as they
may see fit and to direct the sale or transposition of any such
investments and to expend the proceeds
of any such sale in furtherance of the objects of the Company;
(2) To enter into contracts on behalf of the Company.
9 Appointment and retirement of trustees
9.1 At the first annual general meeting all the trustees shall retire
from office, and at every subsequent
annual general meeting one-third of the trustees who are subject to
retirement by rotation or, if their
number is not three or a multiple of three, the number nearest to one
third shall retire from office; but,
if there is only one trustee who is subject to retirement by rotation,
he shall retire.
9.2 Subject to the provisions of the Act, the trustees to retire by
rotation shall be those who have been
longest in office since their last appointment or reappointment, but as
between persons who became or
were last reappointed trustees on the same day those to retire shall
(unless they otherwise agree among
themselves) be determined by lot.
9.3 If the Company at the meeting at which a trustee retires by
rotation, does not fill the vacancy the
retiring trustees shall, if willing to act, be deemed to have been
reappointed unless at the meeting it is
resolved not to fill the vacancy or unless a resolution for the
reappointment of the trustee is put to the
meeting and lost.
9.4 No person other than a trustee retiring by rotation shall be
appointed or reappointed a trustee at
any general meeting unless:
(1) He is recommended by the trustees; or
(2) Not less than fourteen nor more than thirty-five clear days before
the date appointed for the
meeting, notice executed by a member qualified to vote at the meeting
has been given to the Company
of the intention to propose that person for appointment or
reappointment stating the particulars which
would, if he were so appointed or reappointed, be required to be
included in the Companys register of
trustees together with a notice executed by that person of his
willingness to be appointed or
reappointed.
9.5 No person may be appointed as a trustee:
(1) If they are under the age of 18 years unless the Company is a
registered company; or
(2) In circumstances such that, had he already been a trustee, he would
have been disqualified
from acting under the provisions of Article 10.
9.6 Not less than seven nor more than twenty-eight clear days before
the date appointed for holding a
general meting notice shall be given to all persons who are entitled to
receive notice of the meeting of
any person (other than a trustee retiring by rotation at the meeting)
who is recommended by the
trustees for appointment or reappointment as a trustee at the meeting
or in respect of whom notice has
been duly given to the Company of the intention to propose him at the
meeting for appointment or
reappointment as a trustee. The notice shall give the particulars of
that person which would, if he were
so appointed or reappointed, be required to be included in the Companys
register of trustees.
9.7 Subject as aforesaid, the Company may by ordinary resolution
appoint a person who is willing to
act to be a trustee either to fill a vacancy or as an additional
trustee and may also determine the
rotation in which any additional trustees are to retire.
9.8 The trustees may appoint a person who is willing to act to be a
trustee either to fill a vacancy or as
an additional trustee provided that the appointment does not cause the
number of trustees to exceed
any number fixed by or in accordance with the articles as the maximum
number of trustees. A trustee
so appointed shall hold office only until the next following annual
general meeting and shall not be
taken into account in determining the trustees who are to retire by
rotation at the meeting. If not
reappointed at such annual general meeting, he shall vacate office at
the conclusion thereof.
9.9 Subject as aforesaid, a trustee who reties at an annual general
meeting may, if willing to act, be
re-appointed.
10. Disqualification and removal of trustees
A trustee shall cease to hold office if he:
(1) Ceases to be a trustee by virtue of any provision in the Act or is
disqualified from acting as a
trustee by virtue of section 72 of the Charities Act 1993 (or any
statutory re-enactment or modification
of that provision);
(2) Becomes incapable by reason of mental disorder, illness or injury
of managing and administering
his own affairs;
(3) Resigns his office by notice to the Company (but only if at least
two trustees will remain in office
when the notice of resignation is to take effect); or
(4) Is absent without the permission of the trustees from all their
meetings held within a period of six
months and the trustees resolve that his office be vacated.
11.Trustees expenses
The trustees may be paid all reasonable travelling hotel and other
expenses properly incurred by them
in connection with their attendance at meetings of trustees or
committees of trustees or general
meetings or otherwise in connection with the discharge of their duties,
but shall otherwise be paid no
remuneration.
12.Trustees appointments
12.1 Subject to the provisions of the Act and to Clause 5 of the
memorandum, the trustees may
appoint one or more of their number to the unremunerated office of
managing director or to any other
unremunerated executive office under the Company. Any such appointment
may be made upon such
terms as the trustees determine. Any appointment of a trustee to an
executive office shall terminate if
he ceases to be a trustee. A managing director and a trustee holding
any other executive office shall
not be subject to retirement by rotation.
12.2 Except to the extent permitted by clause 5 of the memorandum, no
trustee shall take or hold any
interest in property belonging to the Company or receive remuneration
or be interested otherwise than
as a trustee in any other contract to which the Company is party.
13. Proceedings of trustees
13.1 Subject to the provisions of the articles, the trustees may
regulate their proceedings as they think
fit. A trustee may, and the secretary at the request of a trustee
shall, call a meeting of the trustees. It
shall not be necessary to give notice of a meeting to a trustee who is
absent from the United Kingdom.
Questions arising at a 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.
13.2 The quorum for the transaction of the business of the trustees may
be fixed by the trustees but
shall not be less than one third of their number or two trustees,
whichever is the greater.
13.3 The trustees may act notwithstanding any vacancies in their
number, but, if the number of trustees
is less than the number fixed as the quorum, the continuing trustees or
trustee may act only for the
purpose of filling vacancies or of calling a general meeting.
13.4 The trustees may appoint one of their numbers to be the chairman
of their meetings and may at
any time remove him from that office. Unless he is unwilling to do so,
the trustee so appointed shall
preside at every meeting of trustees at which he is present. But if
there is no trustee holding that office,
or if the trustee holding it is unwilling to preside or is not present
within five minutes after the time
appointed for the meeting, the trustees present may appoint one of
their number to be chairman of the
meeting.
13.5 The trustees may appoint one or more sub-committees consisting of
three or more trustees for
the purpose of making any inquiry or supervising or performing any
function or duty which in the
opinion of the trustees would be more conveniently undertaken or
carried out by a sub-committee:
provided that all acts and proceedings of any such sub-committees shall
be fully and promptly reported
to the trustees.
13.6 All acts done by a meeting of trustees, or of a committee of
trustees, shall, notwithstanding that
it be afterwards discovered that there was a defect in the appointment
of any trustee or that any of
them were disqualified from holding office, or had vacated office, or
were not entitled to vote, be as
valid as if every such person had been duly appointed and was qualified
and had continued to be a
trustee and had been entitled to vote.
13.7 A resolution in writing, signed by all the trustees entitled to
receive notice of a meeting of trustees
or of a committee of trustees, shall be as valid and effective as if it
had been passed at a meeting of
trustees or (as the case may be) a committee of trustees duly convened
and held. Such a resolution may
consist of several documents in the same form, each signed by one or
more of the trustees.
13.8 Any bank account in which any part of the assets of the Company is
deposited shall be operated
by the trustees and shall indicate the name of the Company. All cheques
and orders for the payment of
money from such account shall be signed by at least two trustees.
14. Secretary
Subject to the provisions of the Act, the secretary shall be appointed
by the trustees for such term, at
such remuneration (if not a trustee) and upon such conditions as they
may think fit; and any secretary
so appointed may be removed by them.
15. Minutes
The trustees shall keep minutes in books kept for the purpose:
(1) Of all appointments of officers made by the trustees; and
(2) Of all proceedings at meetings of the Company and of the trustees
and of committees of
trustees including the names of the trustees present at each such
meeting.
16. The Seal
The seal shall only be used by the authority of the trustees or of a
committee of trustees authorised by
the trustees. The trustees may determine who shall sign any instrument
to which the seal is affixed and
unless otherwise so determined it shall be signed by a trustee and by
the secretary or by a second
trustee.
17. Accounts
Accounts shall be prepared in accordance with the provisions of Part
V11 of the Act.
18. Annual Report
The trustees shall comply with their obligations under the Charities
Act 1992 (or any statutory
re-enactment or modification of that Act) with regard to the
preparation of an annual report and its
transmission to the Commissioners.
19. Annual Return
The trustees shall comply with their obligations under the Charities
Act 1992 (or any statutory
re-enactment or modification of that Act) with regard to the
preparation of an annual return and its
transmission to the Commissioners.
20. Notices
20.1 Any notice to be given to or by any person pursuant to the
articles shall be in writing except that a
notice calling a meeting of the trustees need not be in writing.
20.2 The Company may give any notice to a member either personally or
by sending it by post in a
prepaid envelope addressed to the member at his registered address or
by leaving it at that address. A
member whose registered address is not within the United Kingdom and
who gives to the company an
address within the United Kingdom at which notices may be given to him
shall be entitled to have
notices given to him at that address, but otherwise no such member
shall be entitled to receive any
notice from the Company.
20.3 A member present in person at any meeting of the Company shall be
deemed to have received
notice of the meeting and, where necessary, of the purposes for which
it was called.
20.4 Proof that an envelope containing a notice was properly addressed,
prepaid and posted shall be
conclusive evidence that the notice was given. A notice shall be deemed
to be given at the expiration
of 48 hours after the envelope containing it was posted.
21. Indemnity
21.1 Subject to the provisions of the Act every trustee or other
officer or auditor of the Company shall
be indemnified out of the assets of the Company against any liability
incurred by him in that capacity
in defending any proceedings, whether civil or criminal, in which
judgement is given in his favour or
in which he is acquitted or in connection with any application in which
relief is granted to him by the
court from liability for negligence, default, breach of duty or breach
of trust in relation to the affairs of
the Company.
22. Rules
22.1 The trustees may from time to time make such rules or bye laws as
they may deem necessary or
expedient or convenient for the proper conduct and management of the
Company and for the purposes
of prescribing classes of and conditions of membership, and in
particular but without prejudice to the
generality of the foregoing, they may by such rules or bye laws
regulate:
(1) The admission and classification of members of the Company
(including the admission of
organisations to memberships) and the rights and privileges of such
members, and the conditions of
membership and the terms on which members may resign or have their
membership terminated and
the entrance fees, subscriptions and other fees or payments to be made
by members;
(2) The conduct of members of the Company in relation to one another,
and to the Companys
servants;
(3) The setting aside of the whole or any part or parts of the Companys
premises at any
particular time or times or for any particular purpose or purposes;
(4) The procedure at general meetings and meetings of the trustees and
committees of the
trustees in so far as such procedure is not regulated by the articles;
(5) Generally, all such matters as are commonly the subject matter of
company rules.
22.2 The Company in general meeting shall have power to alter, add to
or repeal the rules or bye laws
and the trustees shall adopt such means as they think sufficient to
bring to the notice of members of the
Company all such rules or bye laws, which shall be binding on all
members of the Company. Provided
that no rule or byelaw shall be inconsistent with, or shall affect or
repeal anything contained in, the
memorandum or the articles.
|
|
|
|
|
|
