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The Companies
Act 2006
COMPANY
LIMITED BY GUARANTEE
AND NOT
HAVING A SHARE CAPITAL
ARTICLES of
ASSOCIATION
of
ANAGACH WOODS
TRUST
As amended
by Special Resolution passed ..................
DEFINITIONS
and INTRODUCTORY
1. No
standard Table of Articles of Association are imported
into or shall apply to the Company.
2. In
the foregoing memorandum and in these Articles of
Association, the following definitions apply throughout:
“Act”
means the Companies Act 2006 as amended and every
statutory modification and re-enactment thereof for the
time being in force.
“AGM”
means an Annual General Meeting.
“Article(s)”
means this or these Articles of Association.
“Board”
means the Board of Directors.
“Charities
Act” means the Charities and Trustee Investment
(Scotland) Act 2005 and every statutory modification or
re-enactment thereof for the time being in force.
“charity”
means a body on the Scottish Charity Register which is
also regarded as a charity in relation to the
application of the Taxes Acts.
“Clear
days” means a period excluding the day when notice
is given and the day of the meeting.
“Community”
means the community area described in Clause 3 of
the Memorandum.
“Director(s)”
means the director(s) for the time being of the Company.
“EGM”
means an Extraordinary General Meeting.
“Memorandum”
means the foregoing Memorandum of Association.
“Organisation”
means any unincorporated association, society,
federation, partnership, corporate body, agency,
undertaking, local authority, union, co-operative, trust
or other organisation (not being an individual person).
“Property”
means any property, assets or rights, heritable or
moveable, wherever situated in the world.
“Subscribers”
means those persons who have subscribed both the
Memorandum and these Articles.
3.
Words importing the singular number only shall include
the plural number, and vice versa; and words
importing the masculine gender only shall include the
feminine gender.
4. The Company is established to achieve the
Purposes set out in the Company’s Memorandum.
General Structure of the Company
5.
The structure of the Company comprises:
5.1
Members - comprising Ordinary Members (who have the
right to attend the AGM and any EGM and have important
powers under these Articles and the Act, who elect
people to serve as Directors and take decisions in
relation to any changes to these Articles) and Associate
Members and Junior Members; and
5.2
Directors - who hold regular meetings between each
AGM, set the strategy and policy of the Company,
generally control and supervise the activities of the
Company and, in particular, are responsible for
monitoring its financial position and, where there are
no employees or managers appointed, are responsible also
for the day-to-day management of the Company.
MEMBERS
6. The members of the
Company shall consist of the Subscribers (being those
Ordinary Members who sign the original Memorandum and
Articles of Association)
and such other persons and
organisations as are admitted to membership in terms of
these Articles.
7.
Membership of the Company is open to:
7.1
Ordinary Members: those individuals aged 18 and over
who:
(a) are
ordinarily resident in the Community and;
(b) are
entitled to vote at a local government election in a
polling district that includes the Community or part of
it and;
(c) who
support the Purposes;
declaring
that, if an Ordinary Member ceases to comply with any of
these criteria, he or she will be obliged to inform the
company and will thereafter be reclassified as an
Associate Member, and that if the company becomes aware
of this itself it will so reclassify the member; and
7.2 Associate Members: those individuals
who are not ordinarily resident in the Community and
those organisations wherever located that support the
Purposes; and.
7.3
Junior Members: those individuals who are aged
between 12 and 17 who support the Purposes.
7.4 Neither Junior Members
or Associate Members
are eligible to stand for
election to the Board nor to vote at any General
Meeting.
8.
The following conditions apply to membership:
8.1 the Company shall have
not fewer than 20 members at any time; and
8.2 the majority of the
members of the Company shall consist of
Ordinary Members; and
8.3 in the event that the
number of members falls below 20 or that the majority of
members of the Company does not consist of
Ordinary Members, the Board
may not conduct any business other than to ensure the
admission of sufficient Ordinary Members to achieve the
minimum number and/or maintain the majority.
9.
The Board shall promptly consider applications for
membership, made in such written form as it shall
prescribe from time to time, determining if the terms of
Article 7 apply and into which category of membership
each applicant shall belong, and immediately thereafter
shall approve any valid application provided the
applicant is not excluded by virtue of Article 8 or has
previously been a member of the Company and continues to
be excluded from membership by virtue of Article 15.
10. The
Board shall maintain a Register of Members, setting out
the name and postal address of each member, the relative
category of membership and the date of the member’s
appointment and cessation.
MEMBERSHIP
SUBSCRIPTIONS
11.
The Ordinary Members may at
any or each AGM fix the annual subscriptions (and, if
relevant, different rates thereof for different
categories).
12.
fees for annual subscription shall not be fixed so that
they are prohibitive to anyone from the Community and
who are elligible for membership.
13.
Members shall be required to pay the appropriate annual
membership subscription, where fixed. Only those members
who have paid their current subscription, where fixed,
are entitled to take part in and vote at any General
Meeting.
14. An
individual who, or organisation which, ceases to be a
member (for whatever reason) shall not be entitled to
any refund of membership subscription.
Cessation of membership
15. A
member shall cease to be a member if:
15.1 He, she or it sends written notice of
resignation to the Company; or
15.2
being an individual, he or she becomes insolvent or
apparently insolvent or makes any arrangement with his
or her creditors; or
15.3
being an organisation, it goes into receivership, goes
into liquidation, dissolves or otherwise ceases to exist
(the right of membership not being assignable); or
15.4 the
annual subscription due remains outstanding for more
than six calendar months (and provided that the member
in question has been given at least one written
reminder) and if the Board chooses to expel that member
from membership; or
15.5 a
resolution that a member be expelled is passed by a
majority of at least 75% of the members present and
voting at a General Meeting, of which not less than 21
days' previous notice specifying the intention to
propose such resolution and the grounds on which it is
proposed shall have been sent to all Directors, all
members and the Company Secretary and also to the member
whose removal is in question, such member being entitled
to be heard at that meeting; or
15.6
being an individual, he or she dies (the right of
membership not being assignable).
GENERAL
MEETINGS (Meetings of Members)
16. The
Board shall convene an AGM in each year, at such time as
it may determine, although the first AGM need not be
held in the first year provided that it be held within
18 months after the date of incorporation of the
Company. Thereafter, not more than 15 months shall
elapse between one AGM and the holding of the next.
17. The
business of each AGM shall include :
17.1 the
report by the Chairman on the activities of the
Company ;
17.2 the
election of Directors ;
17.3
fixing of annual subscriptions ;
17.4 the
report of the auditor ;
17.5 the
report of the auditor ;
17.6 the
appointment of the auditor.
18. The
provisions with regard to EGMs are as follows :
18.1 all
General Meetings, other than AGMs, shall be called
Extraordinary General Meetings ;
18.2 the
Board may convene an EGM whenever it thinks fit ; and
18.3 the Board must convene an
EGM within 28 days of a valid requisition. To be valid,
such requisition must be signed by not less than 10% of
the Ordinary Members, must clearly state the
purposes
of the meeting and must be delivered to the Registered
Office. The requisition may consist of several documents
in like form each signed by one or more requisitionists.
19.
Subject to the terms of Articles 66, 67 and 68, the
provisions regarding notice of a General Meeting are as
follows :
19.1 21
clear days’ notice at the least shall be given of every
General Meeting to each member, Director, the Company
Secretary and the auditor ;
19.2 the
notice shall specify the place, the day and the hour of
the General Meeting, the general nature of any business
and the full text of any Special Resolutions proposed in
terms of Article 25 ;
19.3 the
accidental omission to give notice of a General Meeting
to, or the non-receipt of such notice by, any member,
person or organisation entitled to receive notice
thereof shall not invalidate any resolution passed at or
proceedings of any General Meeting.
CHAIRMAN OF
GENERAL MEETINGS
20. The
Chairman of the Company, whom failing the Vice-Chairman
of the Company (if any), shall act as chairman of each
General Meeting. If neither the Chairman nor the
Vice-Chairman is present or willing to act as chairman
of the meeting within 15 minutes after the time at which
the General Meeting in question was due to commence, the
Directors present shall elect from among themselves one
of the Elected Directors who will act as chairman of
that meeting.
QUORUM AT
GENERAL MEETINGS
21. The
quorum for a General Meeting shall be the greater of (a)
10 Ordinary Members or (b) 10% of the Ordinary Members,
in either event being present in person or by proxy. No
business shall be dealt with at any General Meeting
unless a quorum is present.
22. If
a quorum is not present within 15 minutes after the time
at which the General Meeting was due to commence – or
if, during a General Meeting, a quorum ceases to be
present – the General Meeting shall stand adjourned to
such time, date and place as may be fixed by the
chairman of the meeting.
VOTING AT
GENERAL MEETINGS
23. The
chairman of the meeting shall endeavour to achieve
consensus wherever possible but, if necessary, questions
arising shall be decided by being put to the vote.
24. The
provisions regarding voting are as follows :
24.1 each
Ordinary Member shall have one vote, to be exercised in
person or by proxy by a show of hands (unless a secret
ballot is demanded by the chairman of the meeting, or by
at least two Ordinary Members present at the meeting and
entitled to vote, which may be demanded only before any
show of hands takes place and shall be taken immediately
at the same meeting, shall be conducted in such a manner
as the chairman of the meeting may direct and the result
of which shall be declared at the same meeting at which
the ballot was demanded and, in that event, the chairman
of the meeting shall appoint and instruct tellers, who
may cast their own personal votes if Ordinary Members) ;
24.2
Associate and Junior Members shall have no vote ;
24.3 whilst
actual attendance by Ordinary Members is to be
encouraged at General Meetings, any Ordinary Member
shall be entitled to complete one form of proxy to
appoint a proxy to attend a General Meeting on his or
her behalf, in respect of which the following apply :
24.3.1 a
proxy need not be a member ;
24.3.2 a
proxy appointed to attend and vote at any meeting
instead of an Ordinary Member shall have the same right
as the Ordinary Member who appointed him or her to speak
at the meeting and to vote thereat ; and
24.3.3 the
form appointing the Proxy shall be in terms of the
Schedule hereto ;
24.3.4 the
form appointing a proxy and the power of attorney or
other authority (if any) under which it is signed, or a
certified copy thereof, shall be lodged at the
Registered Office not less than 48 hours before the time
of the meeting at which the proxy is to be used ; and
24.3.5 no
form of proxy shall be valid more than 12 months from
the date it was granted.
24.4 In the
event of an equal number of votes for and against any
resolution, the chairman of the meeting shall have a
casting vote as well as any deliberative vote.
25. At
any General Meeting a resolution put to the vote of the
meeting shall be voted upon by a simple majority of the
Ordinary Members who are present and voting thereon,
except for decisions relating to any of the following
Special Resolutions, which shall require to be decided
upon by not less than 75% of the Ordinary Members
present and voting thereon (no account therefore being
taken of members who abstain from voting or who are
absent from the meeting), namely :
25.1 to
alter the name of the Company; or
25.2 to
amend the Purposes; or
25.3 to
amend these Articles (subject to Articles 70 and 71); or
25.4 to
wind up of the Company in terms of Clause 6.1 to 6.3
inclusive of the Memorandum of Association; or
25.5 to
purchase or sell or to grant a lease over any heritable
property owned by or leased to the Company or any of its
subsidiaries and to purchase or take the tenant’s part
in any lease or sub-lease of heritable property wherever
situated ; or
25.6 to
form, acquire or dispose of any subsidiary; or
25.7 to
create, issue or allow to come into being any mortgage,
security, charge or other encumbrance upon any part or
parts of the property or assets of the Company or to
obtain any advance or credit in any form other than
normal trade credit, or to create or issue by any
subsidiary of any debenture or loan stock; or
25.8 all
other Special Resolutions.
26. A
resolution in writing signed by or on behalf of all or a
sufficient majority of the Ordinary Members (as
specified in terms of Article 25) shall be as valid and
effective as if the same had been passed at a General
Meeting of the Company duly convened and held. Such
resolution may consist of several documents in the same
form, each signed by or on behalf of one or more
Ordinary Members.
27. The
chairman of the General Meeting may, with the consent of
a majority of the Ordinary Members present and voting
thereat, adjourn the General Meeting to such time, date
and place as he or she may determine.
APPOINTMENT
OF DIRECTORS
28. The affairs, property
and funds of the Company shall be directed and managed
by a Board of Directors. The Board may exercise all such
powers of the Company, and may on behalf of the Company
do all acts as may be exercised and done by the Company,
other than those required to be exercised or done by the
Ordinary Members in
a General Meeting, and
subject always to these Articles and to the provisions
of the Act.
29. The
number of Directors shall be not less than four. Unless
otherwise determined by special resolution at a General
Meeting (but not retrospectively) the number of
Directors shall not be more than twelve.
Interim Board
30.
Upon incorporation of the Company, the following applies
with regard to the Interim Board of Directors :
30.1 The
Subscribers (all of whom must be Ordinary Members), and
any one or more individual persons whom they choose to
co-opt as Co-opted Directors in terms of Article 34,
shall comprise the Interim Board.
30.2 The
Interim Board shall remain in office until the first
General Meeting of the Company, to be held as soon as
practicable after incorporation, at which time each
Director on the Interim Board shall retire, but shall if
each wishes remain eligible for election thereat
(without the period of office between the date of
incorporation and the first General Meeting counting as
a term of office for the purposes of Article 33.4).
31.
Employees of the Company may not be nominated as or
become Directors.
Composition
of the Board of Directors
32.
From and after the first General Meeting of the Company,
the Board shall comprise the following individual
persons (a majority of whom shall always be Elected
Directors), namely :
32.1 up to
nine individual persons elected as Directors by the
Ordinary Members in terms of Article 33 (“the Elected
Directors”), who must themselves be Ordinary Members ;
and
32.2 up to
three individual persons co-opted in terms of Article 34
(“the Co-opted Directors”), so as to ensure a spread of
skills and experience within the Board ;
32.3 who
shall meet as often as necessary to despatch all
business of the company as specified in the Articles and
particularly with reference to the restrictions in the
quorum for Board meetings specified in Articles 42 and
43.
Elected
Directors
33. At
the first General Meeting held in terms of Articles 30
and 32, the Ordinary Members shall elect up to nine
Elected Directors, in respect of which the following
shall apply :
33.1
provided that the first General Meeting in terms of
Article 30.2 is held before the first AGM, there shall
be no change in or election of Directors at the first
AGM (except to the extent of filling any vacancies in
the Board left over after the first General Meeting or
caused by any retirals since) ;
33.2 at the
second and each subsequent AGM, three or one-third of
the Elected Directors (whichever is the lower) shall
retire from office ;
33.3 a
retiring Elected Director shall retain office until the
close or adjournment of the meeting ;
33.4 a
retiring Director shall be eligible for re-election, but
no Director can serve more than two consecutive terms of
office, without at least one year out of office before
being eligible again ;
33.5 if no
other Director has or Directors have decided or agreed
to retire, the Elected Directors to retire at each AGM
shall be those who have been longest in office since
their last election but, as between persons who were
elected or last re-elected Directors on the same day,
the one or ones to retire shall (unless they otherwise
agree amongst themselves) be determined by lot ;
33.6
nomination of any Elected Director, who shall himself or
herself be (or be eligible to become) an Ordinary
Member, shall be in writing by not less than any two
Ordinary Members delivered to the Registered Office not
less than 7 days prior to the date of the AGM in
question and wherein the nominee shall confirm his or
her willingness to act as an Elected Director if
elected ; and
33.7
election of any Elected Director shall be by vote of the
Ordinary Members, each Ordinary Member having one vote
for each vacancy in the Elected Directors on the Board.
Co-opted
Directors
34.
Subject to Article 32, up to three individuals may be
co-opted from time to time by the Board of Directors
itself, as follows :
34.1 subject to Article 34.3,
a Co-opted Director shall
serve until the next AGM after his or her co-option ;
34.2 a
Co-opted Director can be re-co-opted at such next AGM ;
34.3 a
Co-opted Director can be removed from office at any time
by a simple majority of the Board ; and
34.4 for
the avoidance of doubt, a Co-opted Director may
participate fully in and vote at all Board meetings
which he or she attends.
34.5
Annually after each AGM, the Board may co-opt a Co-opted
Director, who is aged between 18 and 25 years, with the
specific role of representing the interests of young
people in the Community.
35. The
Board may from time to time co-opt a director to fill
any casual vacancy arising as a result of the retiral
(or deemed retiral for any reason) of any Elected
Director from or after the date of such retiral or
deemed retiral until the next AGM.
36. The
Board shall ensure that a Register of Directors is
maintained, which sets out the full details of each
Director as required for all registration purposes,
including the date and type of appointment and the date
of retiral.
RETIRAL OF
DIRECTORS
37. A
Director shall retire or be deemed to retire if :
37.1 being
an Elected Director, he or she ceases to be an Ordinary
Member in terms of either Articles 7.1 or 15;
37.2 he or
she becomes prohibited from being either (i) a charity
trustee by virtue of section 69(2) of the Charities Act
or (ii) a director of a limited company by reason of any
order made under the Company Directors Disqualification
Act 1986, and every statutory modification and
re-enactment thereof for the time being in force; or
37.3 in
terms of section 66(5) of the Charities Act, he or she
is considered by the Board to have been in serious or
persistent breach of either or both of the duties listed
in sections 66(1) and 66(2) of the Charities Act; or
37.4 he or
she is employed by or holds any office of profit under
the Company (except where the provisions of Clause 4.4b
of the Memorandum shall apply); or
37.5 he or
she becomes incapable for medical reasons of fulfilling
the duties of a Director and such incapacity, as
certified (if necessary) by two medical practitioners,
is expected to continue for a period of more than six
months from the date or later date of such
certification; or
37.6 he or
she is absent (without permission of the Board) from
more than three consecutive meetings of the Board, and
the Board resolves to remove him or her from office; or
37.7 by
written notice to the Registered Office, he or she
resigns as a Director.
CHAIRMAN AND
VICE-CHAIRMAN
38. The
Board shall meet as soon as practicable immediately
after each AGM to appoint a Chairman, and if desired a
Vice-Chairman, from the Directors (both of whom must be
Ordinary Members).
PERSONAL
INTERESTS
39. Any
Director and/or employee who has a personal interest in
any prospective or actual contract or other arrangement
with the Company must declare that interest either
generally to the Board or specifically to any relevant
meeting of the Company. A personal interest includes not
only the interest of the Director or employee in
question, but also his or her partner, close relative or
business associate, or any firm of which he is a partner
or employee, or any limited company of which he is a
director, employee or shareholder of more than 5% of the
equity.
40.
Additionally, the Board may resolve at any time to
require all Directors and employees to deliver a Notice
of Relevant Interests to the Registered Office, as they
arise and at least annually. In that event, the Board
shall determine from time to time what interests shall
be relevant interests and shall ensure that a Register
of Notices of Relevant Interests is maintained, which
shall be open for inspection by both the Board and
members of the Company and, with the express prior
written approval of the Director or employee concerned,
by members of the public.
41.
Whenever a Director finds that there is a personal
interest, as defined in Article 39, he or she has a duty
to declare this to the Board meeting in question. It
will be up to the chairman of the meeting in question to
determine:
41.1
whether the potential or real conflict simply be noted
in the Minutes of any relevant meeting, or
41.2
whether the Director in question, whilst being permitted
to remain in the meeting in question, must not partake
in discussions or decisions relating to such matter, or
41.3
whether the Director in question should be required to
be absent during that particular element of the meeting
and, in terms of Article 43, where a Director leaves, or
is required to leave, the meeting he or she no longer
forms part of the quorum thereat.
QUORUM AT
BOARD MEETINGS
42. The
quorum for Board meetings shall be not less than four of
all the Directors, provided that the Elected Directors
are always in the majority at any Board meeting. No
business shall be dealt with at a Board meeting unless
such a quorum is present.
43. A
Director shall not be counted in the quorum at a meeting
(or at least the relevant part thereof) in relation to a
resolution on which, whether because of personal
interest or otherwise, he or she is not entitled to
vote.
MEETINGS OF
THE BOARD OF DIRECTORS
44.
Meetings of the Board may take place in person or by
telephone conference call, video conference call or by
any other collective electronic means approved from time
to time by the Board.
45. Not
less than 14 clear days' notice in writing shall be
given of any meeting of the Board at which a decision in
relation to any of the matters referred to in Article 25
is to be made, which notice shall be accompanied by an
agenda and any papers relevant to the matter to be
decided. All other Board meetings shall require not less
than 7 days’ prior notice, unless all Directors agree
unanimously in writing to dispense with such notice on
any specific occasion.
46. A
Director may, and on the request of a Director the
Company Secretary shall summon a meeting of the Board by
notice served upon all Directors, to take place at a
reasonably convenient time and date.
47. The
Chairman, whom failing the Vice-Chairman (if any), shall
be entitled to preside as chairman of all Board meetings
at which he or she shall be present. If at any meeting
neither the Chairman nor the Vice-Chairman is present
and willing to act as chairman of the meeting within 15
minutes after the time appointed for holding the
meeting, the remaining Directors may appoint one of the
Elected Directors to be chairman of the Board meeting,
which failing the meeting shall be adjourned until a
time and date when the Chairman or Vice-Chairman will be
available.
48. The
chairman of the Board meeting shall endeavour to achieve
consensus wherever possible but, if necessary, questions
arising shall be decided by being put to the vote, on a
show of hands only, each Director present having one
vote. In the event of an equal number of votes for and
against any resolution at a Board meeting, the chairman
of the meeting shall have a casting vote as well as a
deliberative vote.
49. The
Board may delegate any of its powers to sub-committees,
each consisting of not less than one Director and such
other person or persons as it thinks fit or which it
delegates to the committee to appoint. Any sub-committee
so formed shall, in the exercise of the powers so
delegated, conform to any remit and regulations imposed
on it by the Board. The meetings and proceedings of any
such sub-committee shall be governed by the provisions
of these Articles for regulating the meetings and
proceedings of the Board so far as applicable and so far
as the same shall not be superseded by any regulations
made by the Board. Such sub-committee shall regularly
and promptly circulate, or ensure the regular and prompt
circulation of, the minutes of its meetings to all
Directors.
50. The
Board shall cause minutes to be made of all appointments
of officers made by it and of the proceedings of all
General Meetings and of all Board meetings and of
sub-committees, including the names of those present,
and all business transacted at such meetings and any
such minutes of any meeting, if purporting to be signed
after approval, either by the chairman of such meeting,
or by the chairman of the next succeeding meeting, shall
be sufficient evidence without any further proof of the
facts therein stated.
51. No
alteration of the Memorandum or Articles and no
direction given by Special Resolution shall invalidate
any prior act of the Board which would have been valid
if that alteration had not been made or that direction
had not been given.
52. A
resolution in writing (whether one single document
signed by all or a sufficient majority of the Directors
or all or a sufficient majority of the members of any
sub-committee), whether in one or several documents in
the same form each signed by one or more Directors or
members of any relative sub-committee as appropriate,
shall be as valid and effectual as if it had been passed
at a meeting of the Board or of such sub-committee duly
convened and constituted.
53. The
Board may act notwithstanding any vacancy in it, but
where the number of Directors falls below the minimum
number specified in Article 29, it may not conduct any
business other than to appoint sufficient Directors to
match or exceed that minimum.
54. The
Board may invite or allow any person to attend and
speak, but not to vote, at any meeting of the Board or
of its sub-committees.
55. The
Board may from time to time promulgate, review and amend
any Ancillary Regulations, Guidelines and/or Policies,
subordinate at all times to the Memorandum of
Association and these Articles, as it deems necessary
and appropriate to provide additional explanation,
guidance and governance to members.
COMPANY
SECRETARY, MINUTE SECRETARY, TREASURER and PRINCIPAL
OFFICER
56. The
Board shall appoint a Company Secretary for such term
and upon such conditions as it may think fit. The
Company Secretary may be removed by the Board at any
time.
57. The
Board may appoint a Minute Secretary, for the purposes
of Article 50, for such term, at such remuneration (if
any), and upon such conditions as it may think fit. The
Minute Secretary may be removed by the Board at any
time.
58. The
Board may appoint a Treasurer for such term and upon
such conditions as it may think fit. The Treasurer may
be removed by the Board at any time. Whilst in post, the
Treasurer may be required to attend (but shall have no
vote at) Board meetings during his or her tenure as
Treasurer, except any part or parts thereof dealing with
his or her employment or remuneration, or any other
matter which the Board wishes to keep confidential to
itself.
FINANCES
59. The
banking account or accounts of the Company shall be kept
in such bank or building society and/or banks or
building societies as the Board shall from time to time
by resolution determine.
60. All
cheques and other negotiable instruments, and all
receipts for monies paid to the Company, shall be
signed, drawn, accepted, endorsed or otherwise executed,
as the case may be, in such manner as the Board shall
from time to time by resolution determine.
61. The
Board shall ensure that all funds and assets of the
Company are applied towards achieving the Purposes.
ACCOUNTS
62. The
Board shall cause accounting records to be kept in
accordance with the requirements of the Act and other
relevant regulations.
63. The
accounting records shall be maintained by the Treasurer
(if there is one) and overseen by the Principal Officer
(if there is one), or otherwise by, or as determined by,
the Board. Such records shall be kept at such place or
places as the Board shall think fit and shall always be
open to the inspection of the Directors.
64. The
accounts of the Company shall be prepared in full
compliance with the provisions contained in both the Act
and the Land Reform Act. The Board shall ensure that an
audit of the accounts is carried out by an auditor, an
audit (within the meaning of the Act) shall not be
required in a case where the Company is exempt (under
the Act) from the arrangement to have an audit, if and
to the extent that proper arrangements for the auditing
of the Company’s accounts are made in a manner which
satisfies the requirements of the Act and section
34(1)(f) of the Land Reform Act) by a company auditor
(as defined by the Act). Any such auditor shall be
appointed for this task by the Board on the direction of
members in General Meeting.
65. At
each AGM, the Board shall provide the members with a
copy of the accounts for the period since the last
preceding accounting reference date or (in the case of
the first account since the incorporation of the
Company). The accounts shall be accompanied by proper
reports of the Board and the auditor. Copies of such
accounts shall, not less than 21 clear days before the
date of the General Meeting at which they fall to be
approved, be delivered or sent to all members,
Directors, the Company Secretary and the auditor, or
otherwise be available for inspection on the website of
the Company (with all members, Directors, the Company
Secretary and the auditor being made aware that they are
so available for inspection there).
NOTICES
66. A
notice may be served by the Company upon any member,
either personally or by sending it by post, fax, e-mail
or other appropriate electronic means, addressed to such
member at his or her or its address as appearing in the
Register of Members.
67. Any
notice, whether served by post or otherwise, shall be
deemed to have been served on the day following that on
which the letter containing the same is put into the
post or is otherwise despatched.
68. The
business of the Company and all its correspondence with
and notification to or from members may be conducted
equally validly and effectively if transmitted by fax,
e-mail or other appropriate electronic means (except
where a member specifically requests all such
correspondence and notification by post) or otherwise if
publicised on the website of the Company where the
Company has advised each member of this and has taken
due steps to notify by other reasonable means all other
members who state that they do not have access to the
Internet).
INDEMNITY
69.
Subject to the terms of the Companies Act and without
prejudice to any other indemnity, the Directors, or
member of any sub-committee, the Company Secretary,
Treasurer and all employees of the Company shall be
indemnified out of the funds of the Company against any
loss or liability (including the costs of defending
successfully any court proceedings) which he, she or
they may respectively incur or sustain, in connection
with or on behalf of the Company and each of them shall
be chargeable only for so much money as he or she may
actually receive and they shall not be answerable for
the acts, receipts, neglects or defaults of each other,
but each of them for his or her own acts, receipts,
neglects or defaults only.
ALTERATION TO
THE MEMORANDUM and ARTICLES OF ASSOCIATION
70. Any
alteration to the Memorandum and/or these Articles may
be made only upon the following condition:
70.1 upon
the decision of not less than 75% of the Ordinary
Members present and voting at a General Meeting called
specifically (but not necessarily exclusively) for the
purpose in terms of Article 25 and;
71.
alterations so approved then need to be given written
consent by the Office of the Scottish Charity Regulator
(or its successors) in terms of section 16 of the
Charities Act ; and written consent of the Scottish
Ministers, through the Scottish Government Rural
Directorate (or its successors) in terms of section
35(1) of the Land reform (Scotland) Act 2003.
DISSOLUTION
72.
Clause 6.1 to 6.3 inclusive of the Memorandum of
Association of the Company, relating to the winding up
and dissolution of the Company, shall have effect as if
its provisions were repeated in these Articles.
Names and
Addresses of
Subscribers:
Stewart
Macaulay MacDonald
Flat 5
21 Francis Street
Stornoway
Isle of Lewis
HS1 2ND
Derek
Mackenzie
6 Jamieson Drive
Stornoway
Isle of Lewis
HS1 2TE
Dated: 7
February 2002
Witness to
the above signatures:
Michael
Ian Ferris
12 Springfield Road
Stornoway
Isle of Lewis
HS1 2PT
SCHEDULE of
FIRST NOMINATED MEMBERS
relative to
Regulation 4 (b) (ii) of the Articles of
Association
of ANAGACH WOODS TRUST
Principal or registered
office address
Grantown &
Vicinity Community Council per Mr N
McIntosh, Chairman, Coppice Hotel,
Grant Road, Grantown-on-Spey
Highland
Council Glenurquhart
Road, Inverness IV3 5NX
Moray,
Badenoch & Strathspey
Enterprise Company.
The Apex, Forres Business Park,IV36 2AB
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