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	ARTICLES OF ASSOCIATION
	THE COMPANIES ACT 1985 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION OF CULTURAL FOUNDATION 1 In these Articles :- "The Act" means the Companies Act 1985 "the seal" means the Common Seal of the Company "Secretary" means any person appointed to perform the duties of the Secretary of the company "the United Kingdom" means Great Britain and Northern Ireland "employee" means a person for the time being employed by the Company or any subsidiary of the Company "General Council" means the Board of Directors of the Company. Expressions referring to writing shall, unless the contrary intention appears, be constructed as including references to printing, lithography and other modes of representing or reproducing words in visible form. Words importing the singular number shall include the plural and vice versa unless a contrary intention appears. Unless the context requires otherwise, words or expressions contained in these Articles shall bear the same meaning as in the Act. 2 The number of members with which the Company proposes to register is 500 but the General Council may from time to time register an increase of members. 3 Only employees of the Company may be members of the Company. 4 The provisions of Sections 352 of the Act shall be observed by the Company and every member shall either sign a written consent to become a member or sign the Register of members on becoming a member. 5 All employees shall have the right to apply for and be admitted to membership, subject to qualifications for membership by reference to age, length of service or other factors of any description which do not discriminate between persons by reference to politics, race, religion or sex. 6 A member shall cease to be a member if he or she: (a) ceases to be in employment of the Company for any reason whatsoever (b) ceases to fulfil any other qualifications for membership specified in these Memorandum and Articles (c) resigns in writing to the Secretary GENERAL MEETINGS 7 The Company shall in each calendar year hold a General Meeting as its Annual General Meeting and shall specify the meeting as such in the 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. The first Annual General Meeting shall be held within eighteen months of incorporation. 8 Ordinary General meetings of the Company shall be held at quarterly intervals. But the Company in General Meeting may decide to hold a General Meeting more or less frequently. 9 The General Council or ten per cent of the members for the time being may whenever they think fit convene an Extraordinary General Meeting of the Company. The notice of such a meeting must be given in accordance with Article 13 below and must state the objects of the meeting. 10 An Annual General Meeting, an Ordinary General Meeting or an Extraordinary General Meeting shall constitute a General Meeting of the Company. 11 Decisions at General Meetings shall be made by passing resolutions. The decisions involving an Alteration of the Memorandum and Articles of Association of the Company and other decisions so required from time to time by statute shall be made by special resolution. A special resolution is one passed by a majority of not less than three-fourths of such members as being entitled so to vote in person at a General Meeting. All other decisions shall be made by ordinary resolution requiring a simple majority. NOTICES 12 An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by twenty-one days' notice. Any other General Meeting shall be called by fourteen days' notice at least. 13. In the case of an Annual General Meeting or a meeting called for the passing of a special resolution notice shall be given in writing to every member of the Company and to such persons who are entitled to receive notice by virtue of statute or Article 15 below and shall be given personally or by sending it by post to him / her or his / her registered office or any address given by him / her for this purpose within the United Kingdom. 14. In the case of a General Meeting other than described in Article 13 above the Company in General meeting may decide either to give notice pursuant to the provisions of Article 13 above or by displaying a notice in such prominent place of work of the Company as the Company in General meeting shall decide. 15. The auditors of the Company shall receive notice of all General Meetings. 16 The Company in General Meeting may decide from time to time to invite by notice any person to a General Meeting of the Company. 17 Notice shall be exclusive of the day on which it is served or given and shall specify the place and exact time of the meeting and the general nature of the business to be raised thereat. 18 Where notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting the notice and to have been effected at the expiration of forty-eight hours after notice has been posted. 19 The accidental omission to give notice of a meeting to or non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate proceedings at that meeting. PROCEEDINGS AT GENERAL MEETINGS 20 Every member and such other persons as receive notice shall be entitled to attend and speak at a General Meeting. 21 No business shall be transacted at a General Meeting unless a quorum of members is present. Fifty per cent of the membership for the time being shall be the quorum. 22 If within half an hour from the time appointed for the meeting a quorum is not present it shall stand adjourned to the same day in the next week at the same time and same place or otherwise as the Company in General Meeting may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the numbers present shall be a quorum. 23 Each General Meeting shall elect a Chairperson whose function will be to conduct the business of the meeting in an orderly manner. 24 The Chairperson may with the consent of the meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and place to place but no business shall be transacted at an adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. 25 At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is, before or upon the declaration of the result of the show of hands, demanded by:- (a) the Chairperson (b) at least three members present in person. Unless a poll be so demanded a declaration by the Chairperson that a resolution has been carried or lost and an entry to that effect in the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the resolution. The demand for a poll may be withdrawn. 26 If a poll is duly demanded it shall be taken in such a manner as the Chairperson of the meeting directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. 27 Subject to the provisions of the Act a resolution in writing signed by all the members for the time being shall be as valid and effective as if the same has been passed at a General Meeting duly convened and held and may consist of several documents in the like form, each signed by one or more members. 28 Votes may only be given personally and no member shall have more than one vote. GENERAL COUNCIL 29 Unless otherwise determined by the Company in General Meeting the number of members of the General Council shall not be less than two nor more than twenty. 30 The initial members of the General Council from incorporation until the first Annual General Meeting shall be determined in writing by the subscribers of the Memorandum of Association. 31 Except as hereinafter provided the qualification of a member of the General Council shall be that s/he is a member of the Company. 32 A member of the General Council shall, subject to Article 31 above and Article 36 below, hold office until the next Annual General Meeting following his/her appointment. 33 New General Council members shall be elected individually at the Annual General Meeting by the members present. 34 On expiration of the period of office for which s/he was elected a General Council member shall be eligible for re-election. 35 A General Council member shall not vote in respect of any contract in which s/he is directly or indirectly interested or any matter arising therefrom and if s/he does so vote her/his vote shall not be counted except that nothing in this Article shall prevent a member of the General Council voting in respect of her/his own contract of employment. 36 The office of a member of the General Council shall be vacated if: (a) he/she resigns his/her office in writing to the Company (b) he/she ceases to be a member of the Company for any reason whatsoever (c) he/she fails to declare his/her interest in any contract as referred to in Article 35 (d) he/she is absent from three successive meetings of the General Council without the permission of the General Council and the General Council resolves by a majority that the office is to be vacated. (e) he/she becomes bankrupt or of unsound mind (f) he/she is removed from office by resolution of the Company in General Meeting in accordance with section 303 of the Act). POWERS AND DUTIES OF THE GENERAL COUNCIL 37 The business of the Company shall be managed by the General Council who may pay all expenses of the formation of the Company as they think fit and may exercise all such powers of the Company and do all such acts on behalf of the Company as may be exercised and done by the Company and as are not by statute or by these Articles required to be exercised or done by the Company in General Meeting. 38 No regulation made by the Company in General Meeting shall invalidate any prior act of the General Council which would have been valid had that regulation not been made. 39 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the General Council shall from time to time by resolution determine. 40 Without prejudice to its general powers the General Council may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking and property and any part thereof and to issue debentures and other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party. PROCEEDINGS OF THE GENERAL COUNCIL 41 Members of the General Council may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit and questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the General Council shall refer the matter to a General Meeting. 42 A General Council member may and the Secretary shall on the requisition of a General Council member summon a meeting of the General Council at any reasonable time. 43 The quorum necessary for the transaction of business of the General Council shall be two. 44 If the General Council shall at any time be reduced in number to less than the minimum prescribed in these Articles, it may act as the General Council for the purpose of filling vacancies in their body or summoning a General Meeting of the Company but for no other purpose. 45 The General Council shall choose one of their number present to be Chairperson for that meeting 46 The General Council shall cause proper minutes to be made of the proceedings of all meetings of the Company, of the General Council and any sub-committees and of all business transacted at such meetings. All such minutes shall be open to inspection by any member of the Company during his/her normal working hours an by any other person authorised by the Company in General Meeting. 47 A resolution in writing signed by all General Council members for the time being who are entitled to vote shall be as valid and effective as if it had been passed at a meeting of the General Council and may consist of several documents in like form signed by one or more General Council members. 48 The General Council may delegate any of its powers to sub-committees consisting of such members of the Company as it thinks fit. SECRETARY 49 The Secretary shall be appointed or removed by the General Council. 50 Anything which has to be done by or to a General Council member and the Secretary shall not be done by one person acting in both capacities. ACCOUNTS 51 The General Council shall cause proper books of account to be kept with respect to : (a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place (b) all sales and purchases of goods by the Company, and (c) the assets and liabilities of the Company. Proper books shall be deemed to be kept if they give a true and fair record of the state of the Company's affairs and explain its transactions. 52 The books of account shall be kept at the registered office of the Company or at such other places as the General Council think fit, and shall always be open to the inspection of all members of the Company during their working hours and by such other persons as authorised by the Company in General Meeting. 53 The General Council shall from time to time in accordance with their statutory obligations cause to be prepared and laid before the Company in General Meeting such profit and loss accounts, balance sheets and reports as are required by statute. 54 In addition the General Council shall following the first General Meeting prepare and present the members with such regular trading accounts showing so far as is possible the current financial results of the Company as the Company in General Meeting shall require to be laid before them. 55 A copy of every balance sheet (including every document required by law to be annexed thereto) which is laid before the Company in General Meeting, together with a copy of the Auditor's Report, shall not less than twenty-one days before the date of the meeting be sent or delivered to every member, the Auditors and every holder of loan stock or debentures of the Company. Provided that this article shall not require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any debenture. AUDIT 56 Once at least in every year the accounts of the Company shall be examined and correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified Auditor or Auditors. 57 Auditors shall be appointed and their duties regulated in accordance with Sections 384 to 392 of the Act, the General Council members being treated as the directors mentioned therein. PROFIT OF THE COMPANY 58 The profits of the Company shall be applied as follows, in such proportion and in such a manner as the General Meeting shall decide from time to time:- (a) Firstly, to a general reserve for the continuation and development of the Company. (b) Secondly, to make payments for social and charitable objects as provided in Clause 3 of the Memorandum of Association. WAGES AND WELFARE 59 The terms and conditions of the contracts of employment of members of the Company shall be determined by the General Council subject to the approval of the Company in General Meeting. 60 Every member or auditor or officer of the Company shall be indemnified out of the assets of the Company against all losses or liabilities incurred by him/her in or about the execution and discharge of the duties of his/her office, except to the extent that such losses or liabilities shall be attributed to either:- (a) fraud or other matters in respect of which such person concerned shall be convicted of a criminal offence (b) negligence, or (c) actions knowingly beyond the scope of a specific authority or limited thereon on the part of such a person. DISSOLUTION 61 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. 62 The provisions of Article 62 and of this Article may only be changed by the unanimous vote of all members. Names, signatures, addresses and occupations of subscribers: Name: Peter Anthony Bell Address: Rosedale, North Yorkshire, YO18 8RL Signature:................................................................. Occupation: Film & Video Producer / Director and Musician Name: Karen Aitchison Address: Rosedale, North Yorkshire, YO18 8RL Signature:................................................................ Occupation: Administrator and Teacher Dated this.....................day of......................................2000 Witness to the above signatures:.......................................... Address of Witness:............................................................ ............................................................ ............................................................
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