Articles of Association
THE SOCIETY OF PROFESSIONAL ENGINEERS
The Companies (Consolidation) Act 1908 and the Companies Act 2013
ARTICLES OF ASSOCIATION OF THE SOCIETY OF PROFESSIONAL ENGINEERS
(As amended by Special Resolution on 30th September 2002)
PRIVATE COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
The regulations contained in Table C to any Companies Act or Companies (Consolidation) Act prior to the Companies Act 1985 and in Table C in the schedule to the Companies (Tables A to F) Regulations 1985 in force at the time of adoption of these articles shall not apply to The Society and these Articles shall be the regulations of The Society.
In these regulations
"the Act" means the Companies Act 2013 including any statutory modification or re-enactment thereof for the time being in force.
"these Articles" means these Articles of Association of The Society whether as originally adopted or as from time to time altered by special resolution.
"clear days" in relation to the period of a notice means that 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.
"the Council" means the Directors for the time being of The Society or (as the context shall require) any of them acting as the board of Council of The Society
"executed" includes any mode of execution
"office" means the registered office of The Society.
"Old Articles of Association" means the Articles of Association of The Society immediately prior to the adoption of these Articles.
"the rules" means such of the rules or bye laws (if any) made by the Council pursuant to Article 26 as are in force from time to time
"the seal" means the common seal of The Society
"secretary" means the secretary of The Society or any other person appointed to perform the duties of the secretary of The Society, including a joint, assistant or deputy secretary.
Unless the context otherwise requires, words or expressions contained in these Articles bear the same meaning as in the Act but excluding any statutory modification thereof not in force when these Articles become binding on The Society.
“Society” means The Society of Professional Engineers and “the Board” means the Board of directors of The Society;
“administration” means the individual or organisation providing the administrative services on behalf of The Society
“administrator” means the person responsible for or heading up the organisation providing the administrative services on behalf of The Society
“committee” means a group of people consisting of directors, members or others appointed by the Board to undertake a task on behalf of the Board, to whom the Board may delegate a degree of authority;
“director” means a director of The Society, and includes any person occupying the position of director (Board member), by whatever name called;
“document” includes, unless otherwise specified, any document sent or supplied in electronic form; “electronic form” has the meaning given in section 1168 of the Companies Act 2006;
“the office” means the headquarter office of The Society;
“the Regulations” means the Regulations, Delegation, Governance and Limitation Policies approved from time to time by the Board under the By-laws;
“words” implying the singular number only shall include the plural number, and vice-versa. Words implying the masculine gender shall also include the feminine gender;
“writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.
3.1 Subject always to the provisions of Articles 3.2 to 3.7 the Members of The Society shall comprise:-
3.1.1 individuals who immediately prior to the adoption of these Articles are members of The Society by virtue of the provisions of the Old Articles of Association.
3.1.2 individuals who have paid (in respect of the period in question) the relevant annual subscription fee as determined from time to time by the Council ("Ordinary Members")
3.1.3 individuals who have paid the relevant life subscription fee as determined from time to time by the Directors ("Life Members").
3.1.4 organisations whether corporate or un-incorporated whose aims and objectives are considered, in the absolute discretion of the Council, similar to those of The Society and which have paid the relevant annual subscription fee as determined from time to time by the Council ("Affiliated Member Organisations")
3.1.5 individuals who (not being members by virtue of any other paragraph of this Article 3.1) become members of the Council of The Society ("Director Members")
3.1.6 such other individuals or organisations as the Council shall from time to time in their discretion admit as members upon such terms as the Council shall determine.
3.2 Within the general designation as a Member of The Society the Council shall be empowered to establish different grades of membership which may be defined by qualification, experience, age, length of service or such other criteria as it may from time to time determine. The Council may set different levels of subscription for each grade, authorise different designatory letters and determine rules for transfer from one grade to another.
3.3 Every person or organisation who wishes to become a member shall deliver to The Society duly executed an application for membership in such form as the Council require.
3.4 The annual subscription in respect of Ordinary Members and Affiliated Member Organisations shall be due on joining The Society and thereafter on the 1st day of January in each year.
3.5 Subject to the following provisions of these Articles, Life Members shall be members until their death
3.6 Each Affiliated Member Organisation shall be entitled to appoint/ represent it and vote on its behalf at general meetings of The Society. Each Affiliated Member Organisation shall be required to notify to The Society at its registered office in the form set out in Articles and signed by an officer of the Affiliated Member.
3.7 No person body corporate or organisation shall be admitted a member of The Society unless he is approved by the Council and the Council (acting in accordance with the rules) shall have the right
3.7.1 to approve or reject applications for membership; and
3.7.2 for good and sufficient reason to terminate the membership of any individual or organisation whose conduct is deemed to be detrimental to the honour and reputation of The Society.
3.8 Membership may be terminated as follows:-
3.8.1. In respect of members who are members in accordance with the Old Articles of Association at such time as they would have ceased to be members under the provisions of the Old Articles of Association
3.8.2. In respect of ordinary Members upon expiry of the period in respect of which they have paid the subscription fee.
3.8.3 In respect of Director Members upon ceasing to hold office as a Director
3.8.4 In respect of a member of any class (subject to all moneys presently due and payable by him to The Society whether pursuant to these Articles or to any rules made under them or otherwise having been paid) upon the expiry of not less than one month's prior written notice given by the member to The Society provided that after such retirement the number of members remaining is not less than two.
3.8.5 Upon the death of the member
3.8.6 In respect of a member of any class, by a special resolution of the members in general meeting provided that notice of the general nature of the grounds upon which such special resolution is proposed shall be sent to the member whose removal is in question, at least 14 clear days before the general meeting and such member shall be entitled to be heard by the members at such general meeting. Any members whose membership is so terminated shall remain liable to pay any monies due to The Society at the date of passing of the special resolution.
3.8.7 In accordance with Article 3.7.2
For good and sufficient reason to terminate the membership of any individual or organisation whose conduct is deemed to be detrimental to the honour and reputation of The Society.
4. Honorary Officers
4.1 In addition to the Council, honorary officers of The Society (being a Chancellor and maximum of six Vice Chancellors) may be appointed. The honorary officers shall act without remuneration.
4.2 Subject to the following paragraphs of this Article 4, the honorary officers shall be elected by the Council.
4.3 The Council may at any time appoint a person who is willing to act to be an honorary officer, Provided that the appointment does not cause the number of honorary officers to exceed the maximum set out in Article 4.1
4.4 The honorary officers other than the President, immediate Past President and Vice President (maximum of 3) shall not be or be deemed to be Directors of The Society nor be required or entitled to act as such.
5. General Meetings
5.1 All general meetings other than Annual General Meetings shall be called Extraordinary General Meetings. The Annual General Meeting shall take place between 1st September and 31st October each year.
6. Notice of General Meetings
6.1 An Annual General Meeting and an Extraordinary General Meeting called for the passing of a special resolution 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,
6.1.1 in the case of an Annual General Meeting, by all the members entitled to attend and vote and
6.1.2 in the case of any other meeting by a majority in number of the members having a right to attend and vote being a majority together holding not less than ninety-five per cent of the total voting rights at the meeting of all the members
6.2 The notice shall specify the time and place of the meeting and the general nature of the meeting and an agenda provided and, in the case of an Annual General Meeting, shall specify the meeting as such. All business shall be deemed special that is transacted at an Extraordinary General Meeting and also all that is transacted at an Annual General Meeting with the exception of the consideration of the profit and loss account and balance sheet and the reports of the Council and auditors, the election of Council and honorary officers in place of those retiring, (if applicable) and the appointment of and fixing of the remuneration of the auditors.
6.3 Subject to the provisions of these Articles, notice shall be given to all the members and to the honorary officers and auditors.
6.4 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 and in the case of a postal ballot pursuant to Article 12.4, the accidental omission to send a ballot paper to, or the non-receipt of a ballot paper by any person entitled thereto shall not invalidate the ballot or its result.
6.5 Notwithstanding that The Society does not have a share capital every notice convening a general meeting shall comply with the provisions of the Act, as to giving information to members in regard to their right to appoint proxies.
7. Proceedings at General Meetings
7.1 No business shall be transacted at any general meeting unless a quorum is present. Four persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a body corporate or an Affiliated Member Organisation, shall be a quorum.
7.2 If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such 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 such time and place as the Council may determine; and if at the adjourned general meeting a quorum is not present within half an hour from the time appointed therefor, the member or members present in person or by proxy or (being a body corporate or Affiliated Member Organisation) by representative and entitled to vote upon the business to be transacted shall constitute a quorum and shall have power to decide upon all matters which could properly have been disposed of at the meeting from which the adjournment took place.
7.3 The President, or in his absence, a Vice President, will be Chairman or in their absence a Director may take the position of Chairman.
7.4 In the absence of a Director willing to act as Chairman the meeting will be adjourned to a later date.
7.5 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 the 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.
7.6 A resolution at a general meeting put to the vote 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 -
7.6.1 by the chairman; or
7.6.2 by at least ten members having the right to vote at the meeting; or
7.6.3 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 and a demand by a person as proxy for a member shall be the same as a demand by the member
7.7 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 particularly 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.
7.8 The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
7.9 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 was demanded.
7.10 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the relevant meeting shall be entitled to a casting vote in addition to any other vote he may have.
7.11 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith 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 the continuance of a meeting for the transaction of any business other than the question on which the poll was 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
7.12 No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken
7.13 A resolution in writing executed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more members.
8. Votes of Members at General Meetings
8.1 Subject always to Article 8.3, on a show of hands every member present in person or (being a body corporate other than an Affiliated Member Organisation) by a duly authorised representative shall have one vote and every Affiliated Member Organisation present by a duly authorised representative or representatives appointed in accordance with Article 3.5 shall be entitled to exercise one vote by means of each such duly authorised representative PROVIDED ALWAYS that (notwithstanding any provision to the contrary in these Articles) in no circumstances shall an individual be entitled on a show of hands to exercise more than one vote on behalf of any Affiliated Member Organisation. On a poll every member present in person, by duly authorised representative or by proxy shall have one vote.
A member in respect of whom an order has been made by any court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised in that behalf appointed by that court, and any such receiver, curator bonis or other person may, on a poll, vote by proxy. Evidence to the satisfaction of the Council of the authority of the person claiming to exercise the right to vote shall be deposited at the office, or at such other place as is specified in accordance with the article for the deposit of instruments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.
8.2 A member in respect of whom an order has been made by any court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised in that behalf appointed by that court, and any such receiver, curator bonis or other person may, on a poll, vote by proxy. Evidence to the satisfaction of the Council of the authority of the person claiming to exercise the right to vote shall be deposited at the office, or at such other place as is specified in accordance with the article for the deposit of instruments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is exercised and in default the right to vote shall not be exercisable
8.3 No member shall be entitled to vote at any general meeting unless all moneys then due and payable by him to The Society pursuant to these Articles, the rules or otherwise have been paid.
8.4 No objection shall be raised to 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.
8.5 A member shall not be entitled to appoint more than one proxy to attend on the same occasion. Any such proxy shall be entitled to cast the votes to which he is entitled in different ways.
8.6 An instrument appointing a proxy shall be in writing, executed by or on behalf of the appointer and shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the Council may approve) -
"The Society of Professional Engineers
Member of the above-named Society, hereby appoint
(The Chairman of the meeting)…………………………………...
(cross out that which does not apply)
or, failing him, ……………………………………………………
as my proxy to vote in my name and on my behalf at the Annual/Extraordinary General Meeting of The Society to be held on ……………………………………, and at any adjournment thereof.
8.7 Where it is desired to afford members an opportunity of instructing the proxy how he shall act the instrument appointing a proxy shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the Council may approve)
"The Society of Professional Engineers
Member of the above-named Society, hereby appoint
(The Chairman of the meeting)…………………………………..
(cross out that which does not apply)
or, failing him………….………………………………………..… of…………………………………………………………………
as my proxy to vote in my name and on my behalf at the Annual/Extraordinary General Meeting of The Society to be held on…………………………..
……….., and at any adjournment thereof.
This form is to be used in respect of the resolutions mentioned below as follows:-
Resolution No. 1 *for *against
Resolution No. 2 *for *against
*Strike out whichever is not desired.
Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting.
8.8 An instrument appointing representatives of an affiliated member organisation shall be in writing, executed by or on behalf of the organisation and shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the Council may approve) -
"The Society of Professional Engineers
Authorised Officer (state position)……………………………… of the………………………… (name of organisation)an Affiliated Member of the above-named
Society, hereby appoint
as our representatives to vote in our name and on our behalf at the Annual/Extraordinary General Meeting of The Society to be held on
………………………………………, and at any adjournment thereof.
8.9 The instrument appointing a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Council may:-
8.9.1 be deposited at the office or at such other place within the United Kingdom as is specified for that purpose in the notice convening the meeting or in any instrument or proxy sent out by The Society in relation to the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or
8.9.2 in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or
8.9.3 where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any Director and an instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid
8.10 A vote given or poll demanded by proxy or by a duly authorised representative of a body corporate or an Affiliated 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 Society at the office or at such other place at which the instrument of proxy was duly deposited 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.
9. Number of Directors and Alternates
The number of Directors shall be a maximum of twelve but shall not be less than four. A Director shall not be entitled to appoint an alternate Director. The actual number (within such limits) shall be determined from time to time by the Council and announced at the Annual General Meeting. The number so announced shall apply from the time of announcement until the next Annual General Meeting.
10. Powers of the Council
10.1 Subject to the provisions of the Act, the Memorandum of Association of The Society and these Articles and to any directions given by special resolution, the business of The Society shall be managed by the Council who may exercise all the powers of The Society. No alteration of the Memorandum of Association or of these Articles and no such direction shall invalidate any prior act of the Council 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 10.1 shall not be limited to any special power given to the Council by these Articles. A meeting of the Council at which a quorum is present may exercise all powers exercisable by the Council.
10.2 The Council may, by power of attorney or otherwise, appoint any person to be the agent of The Society for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers.
10.3 Without prejudice to the general powers conferred by Article 10.1, the Council shall have power from time to time “to appoint any officers, employees or other persons whose services may be necessary or advantageous for the proper carrying on for the business of The Society or remove any officers or employees, including Council Members where their actions are considered to be disadvantageous for the proper carrying on of the business of The Society. Council may fix the services that such officers, employees or other persons are to provide and the terms of their involvement/employment including without limitation on their remuneration.
11. Delegation of Powers of the Council
The Council may delegate any of its powers to any committee consisting of one of more Directors and such other persons (if any) not being Directors co-opted on to such committee as the Council think fit, provided that the number of co-opted persons not being Directors shall not exceed one half of the total number of members of such committee. Any such delegation shall be made subject to the condition that its findings and/or proceedings are fully reported to every subsequent meeting of Council and to any further conditions the Council may impose and may be collateral to their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by these Articles regulating the proceedings of the Council so far as they are capable of applying. The authority of such a committee will lapse at the close of each Annual General Meeting but may be reinstated at the next meeting of the Council
12 Appointment and Retirement of Directors
12.1 On adoption of these Articles, the persons serving as members of the Council (pursuant to the Old Articles of Association) immediately prior to such adoption shall become the first Directors of The Society. At each Annual General Meeting one third of the Directors shall retire or, if the number is not a multiple of 3, the number nearest to one third shall retire from office, save that if any Director has died, resigned or ceased to be a Director for any other reason since the previous Annual General Meeting, he shall be counted as one of the Directors to retire unless the vacancy has been filled by a co-opted Director in accordance with Article 12.9 below.
12.2 Subject to the provisions of the Act and to Article 12.1 the Directors to retire by rotation shall be firstly any Director who has been co-opted during the year to fill a casual vacancy caused by the death of a Director or by a Director ceasing to be a Director for any other reason, and after that those who have been longest in office since their last appointment or reappointment (including in the case of the first Council any period as a member of the Council), but as between persons who became or were last re-appointed to Council on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.
12.3 No person other than a Director retiring by rotation shall be appointed or re-appointed a Director at any general meeting unless not less than twenty-eight or more than fifty-six clear days before the date appointed for the meeting, notice executed by two members qualified to vote at the meeting has been given to The Society of the intention to propose that person for appointment or reappointment stating the particulars which would, if he were so appointed or re-appointed, be required to include in The Society's register of Directors together with notice executed by that person of his willingness to be appointed or re-appointed.
12.4 The election of Directors shall be by postal ballot. The Council may in their absolute discretion direct that the ballot shall be managed and undertaken by any disinterested body which they believe to be suitably qualified and experienced to carry out such work and in such event The Society shall pay all relevant fees and the ballot shall be conducted in such manner as the disinterested body shall determine. In the event that the Council shall not so direct, that ballot shall be conducted in accordance with the provisions of Articles 12.5 - 12.7
12.5 Not less than twenty-one nor more than thirty-five clear days before the date appointed for holding the Annual General Meeting there shall be given to all who are entitled to receive notice of the meeting
12.5.1 notice of any person (other than a Director retiring by rotation at the meeting) who is recommended by the Council for appointment or reappointment as a Director at the meeting or in respect of whom notice has been duly given to The Society of the intention to propose him at the meeting for appointment or reappointment as a Director. The notice shall give the particulars of that person which would, if he were so appointed or re-appointed, be required to be included in The Society's register of Directors.
12.5.2 the names of all Directors retiring by rotation at the meeting and
12.5.3 a ballot paper relating to the election of the Council and a notice of the date upon which the counting of votes is to commence (being such date as shall be determined by the Council being not less than fourteen nor more than twenty one days after the date upon which the ballot paper is given or posted to the relevant members). Each member including an Affiliated Member Organisation shall be entitled to one vote in respect of each vacancy for a Director on the Council pursuant to Article 3.6 to appoint to represent it at general meetings.
12.6 Every member who desires to vote in the ballot must return his ballot paper by post to the registered office of The Society not later than 3pm on the date immediately preceding that on which the counting of votes is to commence. The Council shall procure that all such ballot papers are retained until the date upon which counting is to commence.
12.7 The Council shall appoint three persons who are not Directors to be counting officers and at the date and time appointed for the counting of the votes the counting officers shall supervise the counting of the votes. The counting officers or a majority of them shall decide conclusively whether any ballot paper is invalid whether by reason of ambiguity the attempted casting of a number of votes in excess of that permitted or otherwise and any ballot paper determined to be invalid shall be set aside and the purported vote or votes shall not be counted.
12.8 At the Annual General Meeting, the chairman shall announce
12.8.1 the number of votes cast
12.8.2 the number of ballot papers rejected
12.8.3 the number of votes cast for each candidate; and
12.8.4 the names of the candidates elected as Directors
12.9 The Council may appoint a person who is willing to act to be a Director to fill a vacancy, provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with these Articles as the maximum number of Directors. A Director so appointed shall hold office only until the next following Annual General Meeting and shall be taken into account in determining the Directors who are to retire by rotation at that meeting. If not re-appointed by the postal ballot the results of which are declared at such Annual General Meeting, he shall vacate office at the conclusion thereof.
13. Disqualification and Removal of Directors
13.1 The office of a Director shall be vacated if
13.1.1 he ceases to be a Director by virtue of any provision of the Act or these Articles or he becomes prohibited by law from being a Director; or
13.1.2 he becomes bankrupt or makes any arrangement or
composition with his creditors generally; or
13.1.3 he is, or may be, suffering from mental disorder and
188.8.131.52 he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or any amendments thereto or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1960 or any amendments thereto or
184.108.40.206 an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs; or
13.1.4 he resigns his office by notice to The Society; or
13.1.5 he shall for more than six consecutive months have been absent without permission of the Council from meetings of Council held during that period and the Council resolve that his office be vacated.
13.1.6 He ceases to be a Director of 10.3.
14 Remuneration of Directors
Directors shall not be appointed to any salaried office in The Society itself or any subsidiary Society or any office paid by fees, however, the directors may appoint one or more of their number to the office of managing director or to any other executive office under the company and may enter into an agreement or arrangement with any director for the provision by him of any services outside the scope of the ordinary duties of a director. Any such appointment, agreement or arrangement may be made upon such terms as the directors determine and they may remunerate any such director for his services as they think fit.
Directors may be reimbursed for the expenses set out in Article 15 and in addition any interest on money lent or rent for premises demised to The Society.
15. Directors' Expenses
The Directors may be paid all travelling, and other expenses properly incurred by them in connection with their attendance at meetings of Council or committees of Council or general meetings or separate meetings of the holders of debentures of The Society or otherwise in connection with the discharge of their duties in accordance with a schedule of allowable expenses as shall be approved by the Council from time to time. Expenses are limited to reasonable expenses incurred in the United Kingdom subject to the discretion of the Council.
16. Proceedings of Council
16.1 Subject to the provisions of these Articles, the Council may regulate its proceedings as it thinks fit. A Director may, and the secretary at the request of a Director shall, call a meeting of the Council. 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. Notice of every meeting of the Council shall be given to each Director including Directors who may for the time being be absent from the United Kingdom and have given The Society an address within the United Kingdom for service.
16.2 Any Director may participate in a meeting of the Council or a committee constituted pursuant to Article 11 of which he is a member by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting in this manner shall be deemed to constitute presence in person at such meetings and, subject to these Articles and the Act, shall be entitled to vote and be counted in a quorum accordingly. Such a 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 then is.
16.3 The quorum for the transaction of the business of the Council may be fixed by the Council and, unless so fixed at any other number, shall be four.
16.4 The continuing Council or a sole continuing Director may act notwithstanding any vacancies in their number, but, if the number of Council is less than the number fixed as the quorum, the continuing Council or Director may act only for the purpose of filling vacancies or of calling a general meeting.
16.5 The Council may appoint one of their number to be the President of the Council and up to three others to be Vice Presidents. The Council may at any time remove any of them from those offices. Unless the President is unable or unwilling to do so, a Vice President so appointed shall preside at every meeting of the Council at which he is present. But if there is no Director holding either office, or if no Director holding office is willing to preside or is not present within ten minutes after the time appointed for the meeting, the Directors present may appoint one of their number to be chairman of the meeting.
16.6 All acts done by a meeting of the Council, or of a committee constituted pursuant to Article 11 or by a person acting as a Director shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Director 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 Director and had been entitled to vote.
16.7 A resolution in writing signed by all the Directors entitled to receive notice of a meeting of Council or of a committee constituted pursuant to Article 11 shall be as valid and effectual as if it had been passed at a meeting of the Council or (as the case may be), of such a committee duly convened and held and may consists of several documents in the like form each signed by one or more Directors or members of the committee (or as the case may be).
16.8 Save as otherwise provided by these Articles, a Director shall not vote at a meeting of Council or of a committee of Council on any resolution concerning a matter in which he has directly or indirectly, an interest or duty which is material and which conflicts with the interests of The Society unless his interest or duty arises only because the case falls within one or more of the following paragraphs.
16.8.1 The resolution relates to the giving to him of the guarantee, security, or indemnity in respect of money lent to, or an obligation incurred by him for the benefit of, the Society or any of its subsidiaries.
16.8.2 The resolution relates to the giving to a third party of a guarantee, security, or indemnity in respect of an obligation of The Society or any of its subsidiaries for which the Director has assumed responsibility in whole or part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security.
16.8.3 His interest arises by virtue of his subscribing or agreeing to subscribe for any debentures of The Society or any of its subsidiaries, underwriting or sub-underwriting of any offer of any such debentures by The Society or any of its subsidiaries for subscription, purchase or exchange.
16.9 For the purpose of this Article, an interest of a person who is, for any purpose of the Act (excluding any statutory modification thereof not in force when this Article becomes binding on The Society), connected with a Director shall be treated as an interest of the Director.
16.10 A Director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.
16.11 The Society may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of these Articles prohibiting a Director from voting at a meeting of Council or of a committee constituted pursuant to Article 11.
16.12 Where proposals are under consideration concerning the appointment of two or more Directors to offices with The Society or any body corporate in which The Society is interested, the proposals may be divided and considered in relation to each Director separately and (provided he is not for another reason precluded from voting) each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment.
16.13 If a question arises at a meeting of Council or of a committee constituted pursuant of Article 11 as to the right of a Director or (as the case may be) member of the committee, to vote, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any Director other than himself shall be final and conclusive.
17.1 Subject to the provisions of the Act a Secretary maybe appointed by the Council for such term, at such remuneration and upon such conditions as they may think fit; and any Secretary so appointed may be removed by them provided always that no Director may hold office as secretary where such office is remunerated.
18. Minutes of Meeting
18.1 The Council shall cause minutes to be made in books or other means kept for the purpose.
18.1.1 of recording the names of all members present
18.1.2 of all appointments of officers made by the Council; and
18.1.3 of all proceedings at meetings of The Society and of the Council, and of committees constituted pursuant to Article 11 including the names of the Directors present at each such meeting.
19. The Seal
If The Society has a seal it shall only be used by the authority of the Council. The Council may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by one Director and also by the secretary or by a second Director.
No member (as such) shall have any right of inspecting any accounting records or other book or document of The Society except as conferred by statute or authorised by the Council or by ordinary resolution of The Society.
21. Annual Return
The Council shall comply with its obligations under the Companies Act 2013 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Register of Companies.
22.1 Any notice to be given to or by any person pursuant to the articles shall be in writing
22.2 The Society may give any notice or any ballot paper 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.
22.3 A member present in person, by representative or by proxy, at any meeting of The Society shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.
22.4 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, unless the contrary is proved, be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.
22.5 If at any time by reason of the suspension or curtailment of postal services within the United Kingdom The Society is unable effectively to convene a general meeting by notices sent through the post, a general meeting may be convened by a notice advertised in at least one national United Kingdom daily newspaper and such notice shall be deemed to have been duly served on all members entitled thereto at noon on the day when the advertisement appears. In any such case The Society shall send confirmatory copies of the notice by post if at least seven days prior to the meeting the posting of notices to members registered addresses throughout the United Kingdom again becomes practicable. For the avoidance of doubt it is declared that The Society is not to be required to post notices in any newspapers in countries other than the United Kingdom.
22.6 Notwithstanding the requirements set out above for the giving of notices, where a member has delivered by post, a formal signed authority to do so, a notice may be sent by E-mail to the address stated on that signed authority and such a notice shall be as valid as one sent by post.
23. Winding Up
Clause 8 of the Memorandum of Association relating to the winding up and dissolution of The Society shall have effect as if the provisions thereof were repeated in these Articles
24.1 In the lawful execution of his duties and the exercise of his rights in relation to the affairs of The Society (and without prejudice to any indemnity to which a Director may otherwise be entitled) every Director honorary or other officer of The Society or member of a committee constituted pursuant to Article 11, shall be entitled to be indemnified out of the assets of The Society against any costs, losses, claims, actions or other liabilities suffered or incurred by him and arising by reason of any improper investment made by or for The Society in good faith (so long as he shall have sought professional advice before making or procuring the making of such investment) or by reason of any negligence or fraud of any agent engaged or employed by him in good faith (provided reasonable supervision shall have been exercised) notwithstanding the fact that the engagement or employment of such agent was strictly not necessary or by reason of any mistake or omission made in good faith by him or by reason of any other matter or thing other than deliberate fraud, wrongdoing or wrongful omission on the part of the Director honorary or other officer to The Society who is sought to be made liable.
24.2 The Council shall have power to purchase and maintain at the expense of The Society for the benefit of any Director, honorary or other officer or auditor of The Society or a member of a committee constituted pursuant to Article 11, insurance against any such liability as is referred to in section 310(1) of the Act and subject to the provision of the Act, against any other liability which may attach to him for loss or expenditure which he may incur in relation to anything done or alleged to have been done or omitted to be done as a Director, honorary or other officer, auditor or member of committee as aforesaid.
The Council may at its discretion establish local branches or divisions
of The Society in such locations as they may think fit. Members will be
appointed to or authorised to appoint committees consisting of
members of The Society to control or manage such branches or
divisions in accordance with such rules as the Council may from time
to time determine subject always to the provisions of the Articles and
By-laws of The Society.
26. Rules or By-laws
26.1 The Council may from time to time make such rules or By-laws as
they may deem necessary or expedient or convenient for the proper
conduct and management of The Society, and in particular but without prejudice to the generality of the foregoing they may by such rules or
26.1.1 the rights and privileges of members of The Society 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.
26.1.2 the conduct of members of The Society in relation to one another, and to The Society's servants
26.1.3 the setting aside of the whole or any part or parts of The Society's premises at any particular time or times or for any particular legal purpose or purposes
26.1.4 the procedure at general meetings and meetings of the Council and committees constituted pursuant to Article 11 in so far as such procedure is not regulated by these Articles
26.1.5 and generally, all such matters as are commonly the subject matter of such rules provided, nevertheless, that no rule or bye-law shall be inconsistent with, or shall affect or repeal anything contained in the Memorandum of Association of The Society or these Articles and that in case of any conflict or ambiguity the provisions of the Memorandum of Association or these Articles (as may be the case) shall prevail.
26.2 The Society shall have power to alter or repeal the rules or by-laws referred to in Article 26.1 and to make additions thereto. The Council shall adopt such means as they deem sufficient to bring to the notice of members all such rules or by-laws made pursuant to this Article 26.1 which, so long as they shall be in force, shall be binding on all members.
We, the persons whose names and addresses are written below, wish to be formed into a company under these Articles of Association
Signatures, Names and Addresses of Subscribers
FRANK WILSENHAM HYDE, F.S.E., Radio Physics Laboratory, Little Clacton, Essex, Principal of Radio Physics Laboratory
WILLIAM GEOFFREY TAYLOR B.Sc.(Eng.), A.C.G.I., F.S.E., C.Eng., M.I.C.E., A.M.I.Mech.E., M.I.E.E. 662 Rayners Lane, Pinner, Middx
BRIAN JOSEPH BELL, C.Eng., M.I.C.E., M.I.Struct.E., M.S.E., 56 Rushington Avenue, Maidenhead, Berks, Senior Lecturer in Civil and Structural Engineering, Consulting Engineer
THOMAS MORGAN SCANOW A.C.P., R.T.(Scot), M.S.E., M.I.PlantE., M.R.S.H.. A.M.I.E.D., A.I.T.O., Lieutenant R.N.V.R., 14 Court Road, London S.E.25, Technical Education list, Qualified Teacher
EDWIN FRANK COOPER C.Eng., M.I.C.E., M.S.E., 53 Woodland Way, Petts Wood, Kent. Professional Civil Engineer, Greater London Council
JOHN SULLIVAN M.S.E., A.M.I.E.D, 14 Hubert Road, Newport, Mon. Research Engineer
STANLEY NASH BRUCE GAIRN. M.S.E. "Kita Rumah", Kenley Lane, Kenley, Surrey. Consulting Structural & Civil Engineer
JAMES WILLIAM DONOGHUE. M.S.E. 37 Elsham Road, Leytonstone, London E.11
JOHN DAVID BURROWS. M.S.E.,F.I.O.B. Copyhold, Bury, Pulborough, Sussex. Company Director
DOUGLAS JOHN AYRES M.S.E., 102 Goldhurst Terrace, London N.W. 6, Civil Engineer
Date 27th October 1969
Witness to the above Signatures
Name Leonard Thomas Griffith MSE
Address 17 Lauriston Road, preston Park, Brighton 6
Occupation Consulting Engineer