South East Independent Living Limited: Conflicts of Interest and Director's Roles, Study notes of Business

Download South East Independent Living Limited: Conflicts of Interest and Director's Roles and more Study notes Business in PDF only on Docsity! HSNG.3048867.1 1 NCB.49397.11 Private company limited by shares Memorandum of association of South East Independent Living Limited Each subscriber to this memorandum of association wishes to form a company under the Companies Act 2006 and agrees to become a member of the company and to take at least one share. Name of each subscriber Authentication by each subscriber Eastbourne Homes Limited Dated For and on behalf of Eastbourne Homes Limited HSNG.3048867.1 2 NCB.49397.11 Private company limited by shares Articles of association of South East Independent Living 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. Quorum for directors' meetings 3 The quorum for the transaction of business of the directors shall be three unless there are fewer than three directors, in which event, all such directors shall constitute a quorum. Article 11(2) of the Model Articles shall be modified accordingly. 4 If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision: 4.1 to appoint such number of further directors as are required to make up the quorum required; or 4.2 to call a general meeting so as to enable the shareholders to appoint further directors. Article 11(3) of the Model Articles shall not apply to the Company. Conflicts of interest 5 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