Restrictions, Director Meetings, and Conflicts in Private Company's Articles, Study notes of Business

Download Restrictions, Director Meetings, and Conflicts in Private Company's Articles and more Study notes Business in PDF only on Docsity! APPENDIX B "A" Private company limited by shares Articles of Association of Your Choice (Barnet) Limited Model Articles 1 The model articles of association for private companies limited by shares contained in Schedule 1 to the Companies (Model Articles) Regulations 2008, as amended prior to the date of adoption of these Articles (the Model Articles), shall apply to the Company save in so far as they are excluded or varied hereby and such Model Articles (save as so excluded or varied) together with the following articles shall be the articles of association of the Company. References to these articles shall be to the following articles as amended from time to time together with such Model Articles as apply to the Company. Objects clause 2 The Company's objects are unrestricted. 3 Notwithstanding article 2, the Company shall not, without the prior written consent of TheBarnetGroup Limited: 3.1 permit the registration (upon subscription or transfer) of any person as a member of the Company; 3.2 change the nature of the Company's business from the provision of adult social care services or commence any new business which is not ancillary or incidental to such business; 3.3 form any subsidiary or acquire shares in any other company or participate in any partnership or joint venture (incorporated or not); 3.4 amalgamate or merge with any other company or business undertaking; 3.5 declare or pay any dividend; or 3.6 establish or amend any pension scheme. Unanimous decisions PSEC.2156977.4 1 ITD.49723.19 4 A decision of the directors which takes the form of a resolution in writing may consist of several copies each signed by one or more eligible directors. Article 8 of the Model Articles shall be modified accordingly. Calling a directors' meeting 5 A director may waive the requirement that notice of a meeting of the directors or of a committee of the directors be given to him at any time before or after the date on which the meeting is held by notifying the Company to that effect. Where a director gives such notice to the Company after the meeting has been held, that does not affect the validity of the meeting or of any business conducted at it. Article 9(4) of the Model Articles shall be modified accordingly. 6 If all the directors participating in a meeting are not in the same place, the meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the chairman of the meeting is. Article 10(3) of the Model Articles shall not apply to the Company. Quorum for directors' meetings 7 The quorum for the transaction of business of the directors shall be such number as is equal to one half of the number of directors then in office unless there is a sole director, in which event, the sole director shall constitute a quorum. Article 11(2) of the Model Articles shall be modified accordingly. Conflicts of interest 8 Provided that a director has disclosed his interest in an actual or proposed transaction or arrangement with the Company in accordance with the Companies Acts or the provisions of these articles, he may nevertheless be counted as participating in the decision-making process for quorum and voting purposes in respect of any such matter in which the director is in any way interested, and shall not, save as otherwise agreed, be accountable to the Company for any benefit which he derives under or in consequence of any such transaction or arrangement. Article 14 of the Model Articles shall be modified accordingly. Authorisation of directors' conflicts of interest 9 For the purposes of section 175 of the Companies Act 2006, as amended, consolidated or re-enacted from time to time (the 2006 Act), the directors shall have the power to authorise any matter which would or might otherwise constitute or give rise to a breach by a director of the duty to avoid conflicts of interest set out in that section of the 2006 Act. Any reference in these articles to a conflict of interest includes a conflict of interest and duty and a conflict of duties. 10 Authorisation of a matter under article 9 shall be effective only if: 10.1 the matter in question shall have been proposed in writing for consideration by the directors, or in such other manner as the directors may determine; PSEC.2156977.4 2 ITD.49723.19 23 Every share certificate must specify the amount paid up on the shares to which it relates. Article 24(2)(c) of the Model Articles shall not apply to the Company. Share transfers 24 The instrument of transfer of any share taken on formation of the Company by a subscriber to the company's memorandum of association need not be executed by or on behalf of the transferee even where the share is not fully paid. Calculation of dividends 25 Except as otherwise provided by these articles or the rights attached to shares, all dividends must be: 25.1 declared and paid according to the amounts paid up on the shares on which the dividend is paid; and 25.2 apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. If any share is issued on terms providing that it ranks for dividend as from a particular date, that share ranks for dividend accordingly. For the purposes of calculating dividends, no account is to be taken of any amount which has been paid up on a share in advance of the due date for payment of that amount. Article 30 of the Model Articles shall be modified accordingly. Appropriation of capitalised sums 26 A capitalised sum which was appropriated from profits available for distribution may be applied in or towards paying up any amounts unpaid on existing shares held by the persons entitled. Proceedings at general meetings 27 If a general meeting is adjourned, then notice of the time and place to which it is adjourned shall be given to all the members of the Company. Article 41(5) of the Model Articles shall be modified accordingly. Poll votes 28 A poll may be demanded by any member (present in person or by proxy) having the right to attend and vote at the meeting or by a duly authorised representative of a corporation. Article 44(2)(c) of the Model Articles shall be modified accordingly. 29 A demand for a poll may, before the poll is taken, be withdrawn. A demand so withdrawn shall not invalidate the result of a vote on a show of hands declared before the demand was made. Article 44(3) of the Model Articles shall not apply to the Company. Proxies and corporate representatives PSEC.2156977.4 5 ITD.49723.19 30 The failure of any proxy or corporate representative to vote in accordance with any instructions given by the member by whom such proxy or corporate representative is appointed shall not invalidate the result of any vote in which the proxy or corporate representative has participated and the Company and the directors shall be under no duty to enquire as to the instructions given to any such proxy or corporate representative. Written resolutions 31 A proposed written resolution of the members of the Company (or of a class of members) shall lapse if it is not passed before the end of the period of six months beginning with the circulation date of such resolution (as defined in section 290 of the 2006 Act). Means of communication to be used 32 Any notice, document or other information shall be deemed served on or delivered to the intended recipient: 32.1 if properly addressed and sent by prepaid United Kingdom first class post to an address in the United Kingdom, 48 hours after it was posted (or five working days after posting either to an address outside the United Kingdom or from outside the United Kingdom to an address within the United Kingdom, if (in each case) sent by reputable international overnight courier addressed to the intended recipient, provided that delivery in at least five working days was guaranteed at the time of sending and the sending party receives a confirmation of delivery from the courier service provider); 32.2 if properly addressed and delivered by hand, when it was given or left at the appropriate address; 32.3 if properly addressed and sent or supplied by electronic means, one hour after the document or information was sent or supplied; and 32.4 if sent or supplied by means of a website, when the material is first made available on the website or (if later) when the recipient receives (or is deemed to have received) notice of the fact that the material is available on the website. For the purposes of this article, no account shall be taken of any part of a day that is not a working day. 33 In proving that any notice, document or other information was properly addressed, it shall be sufficient to show that the notice, document or other information was delivered to an address permitted for the purpose by the 2006 Act. Indemnity 34 The Company may indemnify any relevant officer out of the assets of the Company from and against any loss, liability or expense incurred by him or them in relation to the Company (including any liability incurred in connection with the activities of the Company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the 2006 Act)) provided that this PSEC.2156977.4 6 ITD.49723.19 PSEC.2156977.4 7 ITD.49723.19 article shall have effect, and any indemnity provided by or pursuant to it shall apply, only to the extent permitted by, and subject to the restrictions of, the 2006 Act. This article does not allow for or provide (to any extent) an indemnity which is more extensive than as permitted by the 2006 Act and any such indemnity is limited accordingly. This article is also without prejudice to any indemnity to which any person may otherwise be entitled. Article 52 of the Model Articles shall not apply to the Company. 35 To the extent permitted by, and subject to the restrictions in, the 2006 Act and without prejudice to any indemnity to which he may otherwise be entitled, the board shall have the power to provide funds to meet any expenditure incurred or to be incurred by any relevant officer in defending any criminal or civil (including regulatory) proceedings, or in connection with an application under the 2006 Act, or to enable him to avoid incurring such expenditure. 36 Without prejudice to the provisions of Article 53 of the Model Articles, the directors may exercise all the powers of the Company to purchase and maintain insurance for the benefit of any person who is a relevant officer or an employee or former employee of the Company or any associated company or who is or was a trustee of a retirement benefits scheme or another trust in which a relevant officer or an employee or former employee is or has been interested, indemnifying him against liability for negligence, default, breach of duty or breach of trust or any other liability which may lawfully be insured against by the Company. 37 In these articles: 37.1 companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; 37.2 relevant officer means any current or former director, secretary or other officer of the Company or an associated company (including any company which is a trustee of an occupational pension scheme (as defined in section 235(6) of the 2006 Act)), other than any person (whether an officer or not) engaged by the Company (or associated company) as an auditor, to the extent he acts as an auditor.