THE COMPANIES ACTS 1985 and 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE BRITISH ASSOCIATION FOR THE STUDY OF HEADACHE (BASH)
- The name of the Company (hereinafter called “the Association”) is The British Association for the Study of Headache.
- The registered office of the Association will be situated in England.
- The objects of the Association (“the Objects”) are to relieve persons suffering from headache by the advancement of scientific study into that condition in particular but not so as to limit the generality of the foregoing by:
(A) promoting collaboration within the United Kingdom on clinical management, research and education;
(B) collaborating with international research institutions engaged in advancing the study of headache;
(C) representing to such institutions the experience of clinicians, research scientists and headache sufferers in the United Kingdom.
- In furtherance of the Objects but not otherwise the Association may exercise the following powers;
(A) to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments and to operate banking accounts in the name of the Association;
(B) to raise funds and to invite and receive contributions: PROVIDED THAT in raising funds the Association shall not undertake any substantial permanent trading activities and shall conform to any relevant statutory regulations;
(C) to acquire, alter, improve and (subject to such consents as may be required by law) to charge or otherwise dispose of property;
(D) subject to clause 5 below to employ such staff, who shall not be directors of the Association (hereinafter referred to as “members of the Council”), as are necessary for the proper pursuit of the Objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;
(E) to establish or support any charitable trusts, associations or institutions for all or any of the Objects;
(F) to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the Objects or similar charitable purposes and to exchange information and advice with them;
(G) to promote and carry out or assist in promoting and carrying out research, surveys and investigations and publish the useful results thereof;
(H) to arrange and provide for or join in arranging and providing for the holding of exhibitions, meetings, lectures, seminars and training courses;
(I) to collect and disseminate information on all matters affecting the Objects and exchange such information with other bodies having similar objects whether in the United Kingdom or overseas;
(J) to promote the Objects by communication to and bringing together in conference representatives of voluntary organisations, government departments, statutory authorities and individuals;
(K) to cause to be written and printed or otherwise reproduced and circulated, gratuitously or otherwise, such papers, books, periodicals, pamphlets or other documents or films or recorded tapes (whether audio or visual or both) as shall further the Objects;
(L) subject to such consents as may be required by law, to borrow or raise money for the Objects on such terms and on such security as shall be deemed necessary;
(M) to invest the moneys of the Association not immediately required for the promotion of the Objects in or upon such investments, securities or property as may be thought fit;
(N) to do all such other lawful things as are necessary for the achievement of the Objects.
- The income and property of the Association shall be applied solely towards the promotion of the Objects and no part shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to members of the Association and no member of the Council of the Association shall be appointed to any office of the Association paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from the Association; PROVIDED THAT nothing in this document shall prevent any payment in good faith by the Association:
(A) of reasonable professional charges for work done by any member of the Council who is a solicitor, accountant, registered medical practitioner or other person engaged in a profession or by any partner of his or hers, when instructed by the Association to act in a professional capacity on its behalf: PROVIDED THAT at no time shall a majority of the members of the Council benefit under this provision and that such a member shall withdraw from any meeting at which his or her appointment or remuneration, or that of his or her partner, is under discussion;
(B) of reasonable and proper remuneration for any services rendered to the Association by any member, officer or servant of the Association who is not a member of the Council;
(C) of interest on money lent by any member of the Association or of the Council at a reasonable rate per annum not exceeding 2 percent less than the published base lending rate of a clearing bank to be selected by the Council;
(D) of fees, remuneration or other benefit in money or money’s worth to any company of which a member of the Council may be a member holding not more than 1/100th part of the issued capital of that company;
(E) of reasonable and proper rent for premises demised or let by any member of the Association or the Council;
(F) to any member of the Council of reasonable out-of-pocket expenses.
- The liability of the members is limited.
- Every member of the Association undertakes to contribute to the assets of the Association in the event of the same being wound up while he is a member or within one year after he ceases to be a member for payment of the debts and liabilities of the Association contracted before 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 among themselves, such amount as may be required not exceeding £1.
- If upon the winding up or dissolution of the Association there shall remain, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association but shall be given or transferred to some other charitable institution or institutions having objects similar to the Objects of the property among its or their members to the extent at least as great as is imposed on the Association under or by virtue of Clause 5 hereof, such institution or institutions to be determined by the members of the Association at or before the time of dissolution, and if and so far as effect cannot be given to the aforesaid provisions then to some charitable object or objects.
- Annual General Meetings and their associated information shall be distributed to members electronically unless members specifically request in writing to the secretary that they wish to receive postal notification.
WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association.
NAMES AND DESCRIPTIONS OF SUBSCRIBERS
Dr Joseph Norman Blau, Consultant Neurologist
Dr Timothy John Steiner, Consultant Physician
ARTICLES OF ASSOCIATION of THE BRITISH ASSOCIATION FOR THE STUDY OF HEADACHE
In these Articles:
“the Association” means the Company intended to be regulated by these Articles;
“the Act” means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force; “the Articles” means these Articles of Association of the Association;
“clear days” in relation to the period of a notice means the 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 Memorandum” means the Memorandum of Association of the Association;
“office” means the registered office of the Association; “the seal” means the common seal of the Association;
“the members of the Council” means the directors of the Association;
“the United Kingdom” means Great Britain and Northern Ireland, and;
words importing the masculine gender only shall include the feminine gender.
Subject as aforesaid, words or expressions contained in these Articles shall, unless the context requires otherwise, bear the same meaning as in the Act.
- The subscribers to the Memorandum and such other persons as shall be admitted to membership in accordance with these articles shall be members of the Association.
- Persons may be admitted to membership of the Association with the approval of the Council who are interested in furthering the work of the Association.
- All members of the Association shall pay to the Association such annual or other subscription as shall from time to time be determined by the Council. Termination of Membership
- A member shall cease to be a member if:(1) he shall resign, become bankrupt or compounds with his creditors;
(2) he shall be more than six months in arrear in the payment of any subscription or other monies due to the Association and the Council resolves that his membership shall be terminated; or
(3) in the opinion of the Council his conduct shall be calculated in any respect to be prejudicial to the interests of the Association or of its members collectively and he shall fail to remedy such conduct to the satisfaction of the Council within one month after notice in writing requiring him to do so has been given to him and if a resolution is passed at a meeting of the Council by a majority of not less than three fourths of the members present; at which he shall have been given a proper opportunity to be heard, that his membership shall be terminated.
- The Association shall hold an Annual General Meeting each year in addition to any other meeting and not more than fifteen months shall elapse between the date of one Annual General Meeting and that of the next. The Annual General Meeting shall be held at such time and place as the Council shall appoint. All general meetings other than Annual General Meetings shall be called Extraordinary General Meetings.
- The Council may call Extraordinary General Meetings and, on the requisition of members pursuant to the provisions of the act, shall forthwith proceed to convene an Extraordinary General Meeting for a date not later than eight weeks after receipt of the requisition.Notice of General Meetings
- Annual General Meetings shall be called by at least twenty-one clear days’ notice. Extraordinary General Meetings shall be called by at least fourteen clear days’ notice. The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an Annual General Meeting, shall specify the meeting as such.
- The accidental omission to give notice of a meeting to, or the non-receipt of a notice of a meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that meeting.Contents of Proxy Notices
- (1) Proxies may only validly be appointed by a notice in writing (a “proxy notice”)which—
states the name and address of the member appointing the proxy;
identifies the person appointed to be that member’s proxy and the general meeting inrelation to which that person is appointed;
is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the directors may determine; and
is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.
(2) The company may require proxy notices to be delivered in a particular form, and mayspecify different forms for different purposes.
(3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
(4) Unless a proxy notice indicates otherwise, it must be treated as—
allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and
appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.
Delivery of Proxy Notices
- (1) A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person.
(2) An appointment under a proxy notice may be revoked by delivering to the company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
(3) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
(4) If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor’s behalf.
Means of communication to be used
(1) Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the company.
(2) Subject to the articles, any notice or document to be sent or supplied to a director inconnection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
(3) A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.
Proceedings at general meetings
- No business shall be transacted at any general meeting unless a quorum is present. Ten members or one fifth of the members of the Association present in person or by proxy whichever is the smaller shall constitute a quorum.
- If a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting 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 to such time and place as the Council may determine.
- The Chairman or in his absence the Vice Chairman shall preside as chairman at every general meeting of the Association. If there be no such Chairman or Vice Chairman or, if at any meeting neither the Chairman nor the Vice Chairman is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose any member of the Council or, if no member of the Council be present, some other member present to be chairman.
- 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 adjournment not taken place. When a meeting is adjourned for sixty days or more notice of the adjourned meeting shall be given as in the case of the original meeting. Otherwise it shall not be necessary to give any such notice.
- A resolution put to the vote of a meeting 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:
(1) by the chairman of the meeting; or
(2) by at least five members having the right to vote at the meeting;
- Unless a poll is duly demanded a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority or lost or not carried by a particular majority and an entry made 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.
- The demand for a poll may be withdrawn before the poll is taken but such withdrawal shall not invalidate the result of a show of hands declared before the demand for a poll was made.
- No poll shall be demanded or taken on the election of a chairman or on a question of adjournment.
- If a poll is demanded it shall be taken at such time as the chairman directs but all members of the Association entitled to vote at the meeting shall be given notice by post of the resolution on which a poll has been demanded and they shall be entitled to record their vote in writing within seven days after the notice of the terms of the resolution shall have been given to them.
- No resolution shall be deemed to have been carried by a poll unless a majority of members recording a vote is in favour of the resolution.
- In the case of equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote. Otherwise every member shall have one vote.
- The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. Any business other than that on which a poll has been demanded may be proceeded with pending the taking of the poll.
- No member shall be entitled to receive notice of or to attend or vote at any general meeting if any sum presently payable by him to the Association is more than sixty days in arrear and unpaid.
- No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote is objected to is tendered and every vote not disallowed at the meeting shall be valid. Any such objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.
- At the Annual General Meeting the members present shall elect from the membership of the Association a Chairman, a Vice Chairman, a Treasurer and a Secretary (“the Honorary Officers”) and such other Honorary Officers as the Association shall in general meeting from time to time decide.
- The Honorary Treasurer and Secretary will hold a term of office for three years and can be elected for a further three years. They can not then return as an ordinary Council member but can be elected to other officer posts. The Chairman is elected for two years with a one year post-Chairman Council membership. In the absence of a vote to the contrary at Annual General Meeting, the Vice Chairman will be elected to Chair after two years. All other honorary officers will serve a three year term, renewable at Annual General Meeting.
- The Council shall consist of:(1)the Honorary Officers;
(2) members are elected for two years and can sit for a further two years if re-elected. A period of two years must elapse following that, before they can be nominated for re-election. Nominations with proposers and seconders must be with the Secretary one month prior to the AGM where a secret ballot will take place;
(3) any additional persons appointed under the next following article.
- . The Council shall have power to appoint any member of the Association to be a member of the Council to fill a casual vacancy and to appoint as additional members of the Council up to three further members of the Association to hold office until the conclusion of the next following Annual General Meeting.
- In considering which members of the Association should be appointed to fill a vacancy on the Council or co-opted to the Council under article 28 the Council shall ensure that as far as possible the scientific interests of the members of the Council reflect those of the members of the Association.
- Subject to the provisions of the Memorandum the members of the Council shall not be entitled to any remuneration for their services as such members but the Council may authorise payment by the Association of any reasonable and proper out-of-pocket expenses incurred by any such member in the performance of his duties or otherwise in connection with the affairs of the Association.
Disqualification of Members of Council
- A member of the Council shall cease to hold office if he::
(1)ceases to be a company director by virtue of any provisions in the Act or is disqualified from acting as a charity trustee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);
(2) resigns his office by writing under his hand left at the office;
(3) ceases for any reason to be a member of the Association.Powers of the Council
- Subject to the provisions of the Act, the Memorandum and the Articles and to any directions given by special resolution, the business of the Association shall be managed by the Council which may exercise all the powers of the Association. No alteration of the Memorandum or the 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.
- In addition to all powers hereby expressly conferred on the Council and without detracting from the generality of its powers under the Articles the Council shall have the following powers, namely:to enter into contracts on behalf of the Association.
Proceedings of the Council
36.Subject to the provisions of the Articles, the Council may regulate its proceedings as it thinks fit.
37. The provisions of article 15 as to the chairman presiding at general meetings of the Association shall apply in relation to the chairman presiding at meetings of the Council.
38.The Chairman may at any time, and the Secretary on the requisition of not less than five members of the Council shall, summon a meeting of the Council.
39.The Council may act notwithstanding any vacancies in its membership but, if the number of members is less than the number fixed as the quorum, the continuing members may act only for the purpose of filling vacancies or calling a general meeting.
40.All acts done at any meeting of the Council or by any person acting as a member of the Council shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any member of the Council or that any of them 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 Council and had been entitled to vote.
41.The Council may appoint one or more Committees consisting of members of the Association for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Council would be more conveniently undertaken by a Committee. In the exercise of the powers so delegated any Committee shall conform to any regulations which may be imposed on it by the Council and all acts and proceedings of any such Committees shall be reported back to the Council as soon as possible.
42.The Secretary shall be the Secretary of the Association for the purposes of the Act.
43.The Council shall cause minutes to be made in books kept for the purpose:
of all appointments of officers made by the Association or the Council;
(2) of the names of the members present at every meeting of the Council;
(3) of all resolutions and proceedings of every meeting of the Association, the Council and all Committees.
44.The seal shall only be used by the authority of the Council. The Council may determine who shall sign in any instrument to which the seal is affixed and, unless otherwise so determined, it shall be signed by a member of the Council and by the Secretary or by a second member of the Council.
45.Accounts shall be prepared in accordance with the provisions of Part VII of the Act.
Annual Report and Annual Returns
46.The Council shall comply with its obligations as a body of charity trustees under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and an annual return and their transmission to the Charity Commissioners.
47.The Association may give any notice to a member either by email or by post to the member at his registered address. If members would prefer post rather than email then they must supply this request in writing to the Secretary following each Annual General Meeting. A member whose registered address is not within the United Kingdom and who gives to the Association an address within the United Kingdom at which notices may be given to him shall be entitled to have notices given to him at that address but otherwise notices shall be sent by post to such members at their registered address.
48.Subject to the provisions of the Act every member of the Council or officer or auditor of the Association shall be indemnified out of the assets of the Association against any liability incurred by him in that capacity in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Association.
NAMES AND DESCRIPTIONS OF SUBSCRIBERS
Dr Joseph Norman Blau, Consultant Neurologist
Dr Timothy John Steiner, Consultant Physician