Stamford
Handmade

Creating Together

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THE COMPANIES ACT 2006
PRIVATE COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
 
 

ARTICLES OF ASSOCIATION OF
 
STAMFORD ARTISANS GUILD
 
 
 
 
 
 
 
 

Company Number
Incorporated on
 

COMMUNITY COMPANIES CIC
(A subsidiary company of Incorporation Services Limited)
Quorum 16
Quorum Business Park
Benton Lane
Newcastle upon Tyne
NE12 8BX
Telephone: 0191 215 5014
Email [email protected]
Website: www.communitycompanies.co.uk
 
 
 
 
 
 
 
 
 
 
 
 
 

THE COMPANIES ACT 2006
PRIVATE COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION
STAMFORD ARTISANS GUILD
 

COMPANY NAME
1. The Company's name is “Stamford Artisans Guild” (‘the Company’).

OBJECTS AND POWERS
2. The objects of the Company are to support members of the Company who are artisans by any lawful means and in particular, and without prejudice to the foregoing,
 
  • (a) to support, organise and promote craft fairs, events and workshops for the benefit of members and, subject to space being available, to non-members;
  • (b) to provide one or more websites and facilities for the promotion of members' crafts by such electronic and non-electronic means as the Company shall think
  •        fit;
  • (c) to open one or more shops so as to provide members with the opportunity to sell their locally hand-made craft creations;
  • (d) to seek out advantageous terms for members for the supply of goods, services and facilities and to engage in collective purchasing and other such potentially            beneficial arrangements for members;
  • (e) to provide support to members through members' meetings, workshops, networking sessions and a members' discussion forum.

3. In order to achieve any of the objects listed above the Company may:
 
  • (a) raise funds by any means, including raising subscriptions from members,obtaining donations and grants from any persons or organisations and the holding of            money- raising events of any kind;
  • (b) open and operate one or more bank accounts;
  • (c) borrow money on such terms and giving such security (if any) as the Management Committee thinks fit; and for these purposes the Company                                
            may execute any type of mortgage, charge, debenture or security over the Company's property;
  • (d) lend money and give credit to any person, company or organisation on such terms and on such security (if any) as the Management Committee thinks fit;
  • (e) invest any of the Company's money that is not immediately required in such investments, securities or property as the Management Committee thinks fit
            (but subject to any conditions or consents that may be imposed by law);
  • (f) acquire any land or buildings (whether freehold, leasehold or on licence) and any rights over or connected with any property; construct, maintain, improve,                   develop and alter any such land or buildings; sell, grant leases or licences over, dispose of, mortgage or turn to account any such land or buildings;
  • (g) subject to the provisions of these Articles, employ full-time and part-time officers and employees and contract for services to be provided by any person,​
       or organisation; and pay wages, salaries and fees for any services rendered to the Company and make reasonable provision for paying pensions, superannuation,              sickness, redundancy and other benefits and make reasonable provision for the welfare of officers and employees and their relatives and dependants;
  • (h) engage solicitors, accountants and other professional advisers to advise and act for the Company and pay the fees and expenses of any such persons; pay
             the expenses of forming and registering the Company;
  • (i) join or co-operate with any other organisation having objects similar to or compatible with those of the Company, and support any such organisation
          (including by making grants or loans), provided that organisation is not formed or established for the purposes of profit and provided its constitution prohibits
          the distribution of its income and property to at least as great an extent as is imposed on the Company by these Articles;
  • (j) do all such other things which are lawful and necessary or expedient for the promotion of the Company's objects.

NO DISTRIBUTION OF ASSETS
4. The Company's income and property may be used only for the promotion of its objects and no part of the income or property may be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise to any member or members of the Company.
Nothing in this clause shall prevent:
  • (a) the payment in good faith of reasonable and proper remuneration to any member of the Management Committee, member, officer or employee of the  Company for any           services rendered to the Company, or the reimbursement of reasonable and proper out-of-pocket expenses incurred by any such person;
  • (b) the payment in good faith of interest at a reasonable and proper rate on any money lent to the Company by any member, officer or employee, or by                                  any person, company or organisation with which any member, officer or employee is connected;
  • (c) the payment in good faith of reasonable and proper rent for premises demised or let to the Company by any member, officer or employee, or by any person,               company or organisation with which any member, officer or employee is connected;
  • (d) any reasonable and proper payment made in good faith to another company in which a member of the Management Committee has an interest, in which case          the member of the Management Committee shall not (only by reason of such interest) be bound to account for any share of the profits s/he may receive in                   respect of such payment.
       
LIMITED LIABILITY
5. The liability of the members is limited.
 
MEMBERS' GUARANTEE
6. Every member of the Company undertakes to contribute such amount as may be required (not exceeding £1) to the Company's assets if it should be wound up while s/he is a member or within one year after s/he ceases to be a member, for payment of the Company's debts and liabilities contracted before s/he ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories themselves.

DISTRIBUTION OF ASSETS ON WINDING UP
7. If, when the Company is wound up or dissolved, there remains any property whatsoever after all the debts and liabilities have been satisfied, that property may not be paid to or distributed among the members of the Company, but shall be given or transferred to one or more organisations which have objects which are similar to or compatible with the objects of the Company, and which prohibit the distribution of income or property to at least as great an extent as is imposed on the Company by these Articles. The organisation(s) concerned shall be decided by the members of the Company at or before the time of dissolution, and if and so far as effect cannot be given to such decision, then to some charitable object.

MEMBERS
8.
  • (a) The subscribers to the memorandum of association are the first members of the Company.
  • (b) Membership is open to all persons, companies and organisations within the Area of Benefit and who, in the case of individuals, make their own products or,
          in the case of companies or organisations, whose members do so, but no person, company or organisation may be admitted as a member of the Company                         unless approved by the Management Committee.
  • (c) An applicant for membership must deliver to the Company an application form containing such information as the management Committee requires.

CLASSES OF MEMBERS
9. The Company may establish such classes of members as shall be set out in Rules 

CESSATION OF MEMBERSHIP
10.
  • (a) A member may at any time withdraw from membership by giving written notice. Membership shall not be transferable and shall cease on death.
  • (b) The Management Committee may by unanimous resolution and for good reason terminate the membership of any member, provided that the member                          shall have the right to be heard by the Management Committee, accompanied by a friend or representative, before a final decision is made.

SUBSCRIPTIONS
11.
  • (a) The general meeting may by ordinary resolution determine the amounts of joining fees and/or subscriptions payable by members. The resolution may
            specify the amount of the fees or subscriptions, the method of payment and collection and all other arrangements. If there are different classes of members,
            the resolution may specify that different amounts of fees or subscriptions and different arrangements for their collection apply to different classes.
  • (b) Every member must pay to the Company any fees or subscriptions which are payable..
  • (c) If a member fails to pay a fee or subscription within three months after it became due s/he or it is then no longer a member of the Company. On payment
            of all arrears of fees or subscriptions which became due while s/he was a member s/he may (subject to any Rules of the Company) apply to be readmitted
           as a member.

ANNUAL GENERAL MEETINGS
12.
(a) The Management Committee must call Annual General Meetings in
accordance with these articles. The following provisions shall apply to all Annual
General Meetings unless the members resolve otherwise.
(b) Subject to (a) above, the first Annual General Meeting must be held within
eighteen months after the date of incorporation of the Company.
(c) Subject to (a) above, in every calendar year after the year of the first Annual
General Meeting, the Company must hold an Annual General Meeting and not
more than fifteen months may elapse between the date of one Annual General
Meeting and the date of the next.

BUSINESS OF ANNUAL GENERAL MEETINGS
13.
  • (a) The usual business of an Annual General Meeting is
  • (i) the consideration of the accounts, balance sheets, reports of the Management Committee and, if the Company has auditors, the auditors;
  • (ii) the election of members of the Management Committee;
  • (iii) unless the Company is exempt from any legal requirement to have auditors, the appointment of auditors and the fixing of their remuneration
  • (if any); and
  • (iv) any other business included in the notice calling the meeting.
 
EXTRAORDINARY GENERAL MEETINGS
14. (a) All general meetings other than Annual General Meetings are called
Extraordinary General Meetings.
(b) The Management Committee may call Extraordinary General Meetings
whenever tit thinks fit.

MEMBERS' RIGHT TO REQUISITION MEETINGS
15. The Management Committee must convene an Extraordinary General Meeting if
one is requisitioned by members in accordance with the provisions of the Act.

NOTICE OF GENERAL MEETINGS
16.
  • (a) Subject to the provisions for meetings being held on short notice in paragraphs (b) and (c) below not less than 28 clear days' notice is required to
             call an Annual General Meeting or an Extraordinary General Meeting.
  • (b) an Annual General Meeting may be called on short notice (that is notice of less than 28 clear days) if this is agreed in writing by all the members who are
            entitled to attend and vote at the meeting.
  • (c) an Extraordinary General Meeting may be called on short notice if this is agreed in writing by ninety per cent. of the members who are entitled to attend  and              vote at the meeting.
17.
  • (a) A notice calling a general meeting must be in writing and must specify the date, time and place of the meeting, the general nature of the business to                                  be transacted and whether the meeting is an Annual General Meeting or an Extraordinary General Meeting.
  • (b) If any special resolution is to be proposed, the exact wording of that resolution must be stated in the notice.
  • (c) The notice must be given to all the members who are entitled to attend the meeting, to the members of the Management Committee and the auditors (if any).

QUORUM AT GENERAL MEETINGS
18.
  • (a) No business may be transacted at any general meeting unless a quorum ispresent. The quorum is 60% of the persons who are entitled to attend and vote.
  • (b) The persons who are entitled to attend and vote are:
  • (i) any member who has voting rights;
  • (ii) any representative of a corporate member; and
  • (iii) any proxy for a member.
  • (c) A member, corporate representative or proxy who is not entitled to vote on the business to be transacted does not count as part of the quorum while that
            business is being transacted.

19. If a quorum is not present within half an hour after the time for the start of the meeting, or if during a meeting a quorum ceases to be present, the meeting must be adjourned to such reasonable time and place as the Management Committee decides.
 
CHAIRING THE MEETING
20. The Chairperson shall chair any general meeting at which s/he is present. If the Company does not have a Chairperson, or the Chairperson is absent, then the
members of the Management Committee shall select a person to chair the meeting. If no member of the Management Committee is present within fifteen minutes after the time for the start of the meeting the members present shall elect one of their number to chair the meeting.

ADJOURNMENT
21. A general meeting may be adjourned by an ordinary resolution. No business may be transacted at an adjourned meeting except business which might properly have been transacted at the original meeting. If a meeting is adjourned for fourteen days or more, at least seven days' notice of the adjourned meeting must be given. Otherwise no notice of an adjourned meeting need be given. Notice of an adjourned meeting must be given in the same manner and contain the same information as the notice of any other general meeting.

VOTING
22.
  • (a) A resolution put to the vote of meeting shall be decided on a show of hands unless a poll is duly demanded.
  • (b) A poll may be demanded by the chairperson or by any two voting members.  A demand by a proxy is as valid as a demand by the member who appointed the                proxy. The demand for a poll must be made not later than the declaration of the result of the vote on a show of hands.
  • (c) If a poll is demanded, it must be taken in accordance with any Rules made by the Company in accordance with these articles or, if there are no Rules
            which apply, in such manner as the chairperson directs.

23. A poll demanded on the election of a chairperson or on a question of adjournment must be taken straight away. A poll demanded on any other question must be taken either straight away or at such time and place as the chairperson directs, provided this is not more than thirty days after the poll is demanded.

24. No notice need be given of a poll not taken straight away 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 days' notice must be given specifying the time and place at which the poll is to be taken.

CHAIRPERSON'S CASTING VOTE
25. The Chairperson (provided s/he is a member of the Company) shall have a second
or casting vote on any resolution at a general meeting.

WRITTEN RESOLUTIONS
26. A resolution in writing passed in accordance with the Act is as valid and effective as if it had been passed at a general meeting.

VOTING RIGHTS
27. Every member of the Company has one vote on any resolution of the members.

28. No objection as to the qualification of any voter may be raised except at the meeting at which that vote is tendered. The chairperson's decision as to any objection is final.

PROXIES
29.
  • (a) Every member who is entitled to attend and vote at a meeting of the Company may, by notice in writing, appoint a proxy to attend on her/his behalf.  A proxy                need not be a member of the Company.
  • (b) The notice appointing a proxy must be signed by the member appointing the proxy and may be in any usual or common form. It may be presented to the
          Company at its registered office or to the chairperson of the meeting at any time up to the start of the general meeting for which the appointment is made.                      The member appointing the proxy may withdraw the appointment.

MANAGEMENT COMMITTEE
30. There shall be not less than ten and not more than fifteen members of the
Management Committee.

APPOINTMENT AND RETIREMENT OF MANAGEMENT COMMITTEE MEMBERS
Appointment by General Meeting

 
31. Subject to the paragraphs below, the Company may by ordinary resolution appoint a person who is willing to act to be a member of the Management Committee either to fill a vacancy or as an member.

32. No person may be appointed or reappointed a member of the Management Committee at any general meeting unless:
  • (a) s/he is recommended by the Management Committee; or
  • (b) not less than fourteen clear days before the date of the meeting a written nomination signed by a voting member and a notice in writing signed by                                       the proposed member of the Management Committee has been given to the Company.

33. Not less than seven clear days before the date of the meeting notice must be given to all who are entitled to notice of the meeting of every person who is recommended by the Management Committee or nominated in accordance with the above provisions for appointment or reappointment at the meeting.

DISQUALIFICATION AND REMOVAL OF MANAGEMENT COMMITTEE MEMBERS
34. The Company may by ordinary resolution remove any member of the Management Committee before the expiration of her/his period of office.

35. A person ceases to be a member of the Management Committee if:
  • (a) s/he ceases to be a member of the Management Committee by virtue of any provision of the Companies Act or becomes prohibited by law from being                            a director of a company; or
  • (b) s/he becomes bankrupt or makes any arrangement or composition with her/his creditors generally; or
  • (c) s/he resigns by notice to the Company; or
  • (d) s/he has been absent from meetings of the Management Committee for more than six consecutive months and the Management Committee resolves that                  s/he ceases to be a member of it.
 
POWERS OF THE MANAGEMENT COMMITTEE
36. The business of the Company shall be managed by the Management Committee who may exercise all the powers of the Company, subject only to the provisions of the Companies Act, the Articles, to any Rules made in accordance with these articles and to any directions given by special resolution of the general meeting.

37. No alteration of these Articles and no Rule or direction shall invalidate any prior act of the Management Committee or any member of it which would have been valid if that alteration or Rule had not been made or that direction had not been given.

DELEGATION OF POWERS
38. The Management Committee may delegate to any one or more of their number the transaction of any business or the performance of any act required to be transacted or performed and must ensure that all their acts and proceedings are fully and promptly reported to them.

APPOINTMENT OF MANAGERS AND AGENTS
39. The Management Committee may appoint managers and other employees and decide on their powers, duties and terms of service, provided that no member of the Management Committee may be appointed to any office of the Company paid by salary or fees or receive any remuneration or other benefit in money or money's worth from the Company.

40. The Management Committee may appoint any person to be the agent of the
Company for any purpose and subject to any conditions imposed by them. The
delegation may be in writing or by power of attorney. The delegation may permit the
agent to delegate all or any of her/his powers.

EXPENSES
41. The members of the Management Committee may be paid all reasonable travelling, hotel and other expenses properly incurred by them in connection with any
special duties they carry out on behalf of the Company and provided such expenses are approved by the Management Committee.

MEETINGS OF THE MANAGEMENT COMMITTEE
42. Subject to the provisions of the articles and any Rules, the Management Committee may regulate their meetings and procedures as it thinks fit.
 
CALLING MEETINGS
43. Any member of the Management Committee may call a meeting of the Management Committee. Meetings shall normally be held at least once in each month.
Voting

44. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairperson shall have a second or casting vote.
 
Quorum
45. No business may be transacted at a meeting of the Management Committee unless a quorum is present. The quorum is 75% of the total number of members of the Management Committee.

46. If at any time the number of members of the Management Committee is less than the minimum number, the continuing members thereof may continue to act, but if the number of such members is less than the number fixed as the quorum, the continuing such members (even if there is only one) may act for the purpose of calling a general meeting, but for no other purpose.

Chairperson
47. The Chairperson presides at every meeting of Management Committee at which s/he is present. If s/he is not present within five minutes after the time for the start of the meeting, the members of the Management Committee present may appoint one of their number to chair the meeting.

Validity of Management Committee Acts
48. All acts done by a meeting of the Management Committee, or of a sub-committee of the Management Committee, or by a person acting as a member of the
Management Committee shall, notwithstanding that it is later discovered that there was a defect in the appointment of any member of the Management Committee 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 member of the Management Committee and had been entitled to vote.

WRITTEN RESOLUTIONS
49. A resolution in writing signed by all the members of the Management Committee entitled to receive notice of a meeting of the Management Committee is as valid and effectual as if it had been passed at a meeting duly convened and held and may consist of several identical documents each signed by one or  more Management Committee members. 

CONFLICTS OF INTEREST
50. A member of the Management Committee may not vote at a meeting of the Management Committee or of a sub-committee of the Management Committee on any resolution concerning a matter in which s/he has, directly or indirectly, an interest or duty which is material and which conflicts or may conflict with the interests of the Company, and if s/he does vote her/his vote must not be counted. For the purposes of this article, an interest of a person who is, for any purpose of the Companies Act connected with a director shall be treated as an interest of the member of the Management Committee.

51. A member of the Management Committee must not be counted in the quorum present at a meeting in relation to a resolution on which s/he is not entitled to vote.

52. If a question arises at a meeting of the Management Committee or of a subcommittee of the Management Committee as to the right of a member of the Management Committee to vote, the chairperson's decision is final.

AUDITORS
53. The Management Committee must ensure that the Company complies with the requirements of the Companies Act and any other statutory provision which applies to the Company with regard to the appointment of auditors and all provisions relating to the auditors' functions in relation to the Company.

MINUTES
54. The Management Committee must ensure that minutes are made:
  • (a) of all appointments of the Management Committee and Honorary Officers; and
  • (b) of all general meetings and meetings of the Management Committee, including the names of the members of the Management Committee present.

THE COMPANY SEAL
55. The Management Committee may decide from time to time whether the Company shall have a seal. If the Company has a seal it may be used only with the authority of the Management Committee. The Management Committee must decide who is to sign any document issued under seal. Unless the Management Committee decide otherwise a document issued under seal must be signed by a member of the Management Committee and by the secretary or by any two members of the Management Committee.

ACCOUNTS
56. The Company must keep such accounting records as are required by the Companies Act and any other statutory provisions which affect the Company. No
member (as such) has any right to inspect any accounting records or other book or document of the Company except as conferred by statute or authorised by the
Management Committee or by ordinary resolution of the general meeting.

NOTICES
57.
  • (a) Any notice required to be given to or by the Company or any member or member of the Management Committee (other than a notice calling a meeting of
            the Management Committee) shall be in writing or shall be given using electronic communications to an address supplied for that purpose by the person to                   whom the notice is required to be given.
  • (b) The Company may give any notice to a member or member of the Management Committee either personally or by sending it by post to that person's                               registered address, or by leaving it at that address, or by giving it using electronic communications to an address supplied for that purpose by the member.
  • (c) A member or member of the Management Committee present at any meeting of the Company or meeting of the Management Committee shall be deemed to            have received notice of the meeting and, where requisite, of the purposes for which it was called. 
  • (d) Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. Proof that                       a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators             or in accordance with any reasonable and standard practice 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 forty-eight hours after the envelope containing it was posted or, in the case of a notice contained in an                       electronic communication, at the expiration of 24 hours after the time it was sent, unless the Company receives notice of the fact that the electronic                                 communication has not been delivered.
  • (e) For the purposes of this article, "electronic communication" includes a communication by electronic mail (email), facsimile transmission (fax) or by posting the            communication on a website to which the member or member of the Management Committee has access, if this is so agreed by the person concerned, or by              any other means agreed by the Company and the member or member of the Management Committee concerned.

INDEMNITY
58.
  • (a) Subject to paragraph
  • (b), a member of the Management Committee may be indemnified out of the Company’s assets against:
  • (i) any liability incurred by her/him in connection with any negligence,
           default, breach of duty or breach of trust in relation to the Company or an associated company;
  • (ii) any liability incurred by her/him 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 Companies Act 2006); and 
  • (iii) any other liability incurred by her/him as an officer of the Company.
  • (b) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision
             of law.

INSURANCE
59.
  • (a) The Management Committee may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any relevant member of the               Committee in respect of any relevant loss.
  • (b) In this article:
  • (i) a “relevant member of the Management Committee” means any member of the Management Committee or former member of the Management Committee             of the Company; and
  • (ii) a “relevant loss” means any loss or liability which has been or may be incurred by a relevant member of the Management Committee in connection with                          her/his duties or powers in relation to the Company.

RULES
60.
(a) The Management Committee may from time to time make Rules for the proper conduct and management of the Company and all other matters which
may properly be made the subject of such Rules. 
(b) Without prejudice to the generality of the above, the Rules may include Rules for the conduct of members, the use of the Company's assets and facilities, the procedures at general meetings and meetings of the Management Committee, and the admission, suspension, expulsion and general regulation of members.

(c) No Rule shall be inconsistent with these Articles of the Company or any
provision of law.

INTERPRETATION
61. In these Articles:
"the Act" and "the Companies Act" mean the Companies Act 2006 including any statutory amendment or re-enactment of it when in force.  

"Area of benefit" means the area within a 25 miles radius of the centre of the  town of Stamford in Lincolnshire.

"the Articles" means these articles of association of the Company.

"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.

"executed" includes any mode of execution.

"office" means the registered office of the Company.

"Rules" means any Rules made by the general meeting in accordance with these articles.

"the seal" means the common seal of the Company.

"secretary" means the company secretary or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant
or deputy secretary.

"the United Kingdom" means Great Britain and Northern Ireland.  Unless the context otherwise requires, words or expressions contained in these Articles bear the same meaning as in the Companies Act but excluding any statutory modification thereof not in force when these regulations became binding on the Company.