The Companies Acts 1985, 1989 & 2006 and the Charity Act 2011
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
Articles of Association Of The British Society of Clinical and Academic Hypnosis
“the Act” means the Companies Act 1985 as amended by the Companies Act 1989, and any other statutory modification thereof for the time being in force.
“the articles” means the Articles of Association of the Company.
“the Council” means the Council of Management or Governing Body of the Company.
“the seal” means the common seal of the Company.
“secretary” means any person appointed to perform the duties of the secretary of the Company.
“the United Kingdom” means Great Britain and Northern Ireland”.
“he” shall encompass “he” or “she” .
“the President” means the person appointed to hold the office of President from time to time.
Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form.
Unless the context otherwise requires, words in the masculine shall encompass the feminine, and words or expressions contained in these Articles shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these Articles become binding on the Company.
3. The subscribers to the Memorandum of Association and such other persons who, being individuals, are over the age of 18, as the Council shall admit to membership shall be members of the Company in accordance with the criteria lid down in the Bye laws of the company. Every member of the Company shall either sign a written consent to become a member or sign the Register of Members on becoming a member.
5. The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notice calling it; and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of the next. Provided that so long as the Company holds its first Annual General Meeting within eighteen months of its incorporation it need not hold it in the year of incorporation or in the following year. The Annual General Meeting shall be held at such time and such place, as the Council shall appoint. All General meetings other than an Annual general Meeting shall be called Extraordinary General Meetings.
Notice of General Meeting
7. An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by twenty-one days’ notice in writing at the least, and a meeting of the Company other than an Annual General Meeting shall be called by fourteen days’ notice in writing at the least. The notice shall be exclusive of the day on which it is given, and shall specify the place, the date and the hour of the meeting and, in the case of special business, the general nature of that business and shall be given in the manner hereinafter mentioned or in such manner, if any, prescribed by the Company in general meeting, to such persons as are, under the Articles of the Company, entitled to receive such notices from the Company;
Provided that a meeting of the Company shall, notwithstanding that it is called by a shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed:
(a) in the case of a meeting called as the Annual General Meeting, by all the members entitled to vote thereat; and;
(b) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together representing not less than 95% of the total voting rights at that meeting of all the members.
8. 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 notice shall not invalidate the proceedings at that meeting.
Proceedings at General Meetings
14. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:
(a) by the chairman; or
(b) by at least two members present in person or by proxy; or
(c) by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.
Unless a poll be so 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 and an entry to that effect in the book containing the minutes of proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
The demand for a poll may be withdrawn.
15. Except as provided in Article 17, if a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
16. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or the poll is demanded shall be entitled to a second or casting vote.
17. A poll demanded on the election of a chairman, or on the question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time and place as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.
18. Subject to the provisions of Section 381A of the Act a written resolution signed by all the members for the time being entitled to receive notice of and to attend and vote at General Meetings (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a General Meeting of the Company duly convened and held.
Votes of Members
19. Every member shall have one vote.
20. No member shall be entitled to vote at any General Meeting unless all monies presently payable by him to the Company have been paid.
21. On a poll votes may be given either personally or by proxy.
22. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing, or, if the appointer is a corporation, either under seal or under the hand of any officer or attorney duly authorised. A proxy need not be a member of the Company.
23. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially signed copy of that power or authority shall be deposited at the registered office of the Company or at such other place within the United Kingdom as is specified for that purpose in the notice convening 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, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll and in default the instrument of proxy shall be treated as invalid.
24. An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:
The British Society of Clinical and Academic Hypnosis:
“I/We of in the county of
being a member/members of the above named Company, hereby appoint
of or failing him of
as my/our proxy to vote for me/us on my/our behalf at the (Annual or Extraordinary as the case may be) General Meeting of the Company to be held on the day of 200 , and at any adjournment thereof.
Signed this day of 200 .”
26. Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:
The British Society of Clinical and Academic Hypnosis:
“I/We of in the county of
being as member/members of the above named company, hereby appoint
of or failing him
as my/our proxy to vote for me/us on my/our behalf at the (Annual or Extraordinary as the case may be) General Meeting of the Company to be held on the day of 200 .
This form is to be used *in favour of/ *against the resolution. (*Strike out whichever is not desired)
Unless otherwise instructed, the proxy will vote as he thinks fit”
27. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
28. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of such death, insanity or revocation as aforesaid shall have been received by the Company at the office before commencement of the meeting or adjourned meeting at which the proxy is used.
29. Any corporation which is a member of the Company may by the resolution of its Council or other Governing Body authorise such persons as it thinks fit to act as its representative at any meeting of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the company.
Council of Management
30. (a) The maximum and minimum number of the members of the Council shall be determined by the Company in General Meeting, but unless and until so fixed there shall be no maximum number and the minimum number of members of the Council shall be three. The ex officio members of the Council shall be the President, Vice President, Chairman, Secretary, Treasurer, Academic and Accreditation Officer and the Editor of Contemporary Hypnosis.
(b) The first trustees shall be those persons named in the statement delivered pursuant to Section 10(2) of the Act, who shall be deemed to have been appointed under the Articles. Future trustees shall be appointed as provided subsequently in the Articles.
31. The members of the Council shall be paid all reasonable travelling hotel and other reasonable and proper out-of-pocket expenses properly incurred by them in attending and returning from meetings of the Council or General Meetings of the Company or in connection with the business of the Company.
32. The Council may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking and property, or any part thereof and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the Company.
Powers and Duties of the Council
33. The business of the Company shall be managed by the Council, who may pay all expenses incurred in promoting and registering the Company and may exercise all such powers of the Company as are not, by the Act or by these Articles, required to be exercised by the Company in General Meetings, subject nevertheless to the provisions of the Act or these Articles and to such regulations, being not inconsistent with the aforesaid provisions, as may be prescribed by the Company in General Meeting; but no regulation made by the Company in General Meeting shall invalidate any prior act of the Council which would have been valid if that regulation had not been made.
34. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Council shall from time to time by resolution determine provided that such resolution shall provide that such cheques and instruments aforementioned shall be signed by at least two persons, of whom at least one should be a member of the Council of Management.
35. The Council shall cause minutes to be made in books provided for the purpose:
(a) of all appointments of officers made by the Council; and
(b) of the names of the members of the Council present at each meeting of the Council and any committees of the Council; and
(c) of all resolutions and proceedings at all meetings of the Company and of the Council and the Committees of the Council.
Disqualification of Members of the Council
36. The office of member of the Council shall be vacated if the member:
(a) becomes bankrupt or makes any arrangement or composition with his creditors generally; or
(b) becomes prohibited from being a member of the Council by reason of any order made under the Company Directors’ Disqualification Act 1986; or
(c) becomes incapable by reason of mental disorder, illness or injury of managing and administering his property and affairs; or
(d) resigns his office by notice in writing to the Company; or
(e) is directly or indirectly interested in any contract with the Company and fails to declare the nature of his interest in the manner required by Section 317 of the Act, whether that interest is permitted by Clause 4 of the Memorandum of Association of the Company or otherwise; or
(f) is disqualified from acting as a charity trustee under the provisions of Section 72 Charities Act 1993.
37. A member of the Council shall not vote in respect of any contract in which he is interested or any matter arising therefrom, and if he does so vote his vote shall note be counted.
Rotation of Members of the Council
38. The persons designated as ex officio members of the Council as set out in Article 30(a) shall be elected at an AGM and shall hold office for a period of 3 years after which they shall retire but shall be available for re-election for a further period of three years after which they shall be unavailable for re-election. This provision shall also apply in respect of any other person elected to serve on the Council who is elected in addition to the ex officio Council members.
39. Subject to the provisions of Article 30 the Company may from time to time, by ordinary resolution increase or decrease the number of members of the Council, and may also determine in what rotation the increased or reduced number is to go out of office.
40. The Council shall have power at any time, and from time to time, by a two-thirds majority consent to appoint any other person to be a member of the Council, either to fill a casual vacancy or as an addition to the existing members of the Council, but so that the total number of members of the Council shall not at any time exceed any maximum number fixed in accordance with these Articles. Any member of the Council so appointed shall hold office only until the next following Annual General Meeting, and shall then be eligible for re-election, but shall not be taken into account in determining the members of the Council who are to retire by rotation at such meeting.
41. The Company may by ordinary resolution, of which special notice has been given in accordance with Section 379 of the Act, remove any member of the Council before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such member of the Council provided the member shall have the right to be heard by the Company before any final decision is made.
42. The Company may by ordinary resolution appoint another person in place of the member of the Council removed from office under the immediately preceding Article. Without prejudice to the powers of the Council under Article 44 the Company in General Meeting may appoint any person to be a member of the Council on the day on which the member of the Council is removed. The person appointed to fill such vacancy shall be subject to retirement at the same time as if he had become a member of the Council on the day on which the member of the Council in whose place he is appointed was last elected a member of the Council.
Proceedings of the Council
47. The Council may meet together for the despatch of business, adjourn, and otherwise regulate their meetings, as they think fit. Questions arising at any 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.
48. A member of the Council may, and the secretary on the requisition of a member of the Council shall, at any time summon a meeting of the Council. It shall not be necessary to give notice of a meeting of the Council to any member for the time being absent from the United Kingdom.
49. The quorum necessary for the transaction of the business may be fixed by the Council and unless so fixed shall be three or one-third of the members of the Council for the time being, whichever is the greater.
50. The continuing members of the Council may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to Article 49 hereof as the necessary quorum of members of the Council, the continuing members of the Council may act only for the purpose of increasing the numbers of members of the Council to that number, or of summoning a General Meeting of the Company, but for no other purpose.
51. The Council may elect a chairman at their meetings, and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members of the Council present may choose one of their number to be chairman of the meeting.
52. The Council may delegate any of its powers to committees consisting of such member or members of their body as they think fit; such committees may co-opt up to three persons having knowledge and experience appropriate to the subject matter for which the committee is formed, and may advise the Council concerning the day to day management of the Company but such co-opted persons shall have no power of voting on the policy or affairs of the Company. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Council and shall report all acts and proceedings to the Council fully and promptly.
53. A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.
54. A committee may meet and adjourn, as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the chairman shall have a second or casting vote.
55. All acts done by any meeting of the Council or a committee 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 such member of the Council or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every person had been duly appointed and was qualified to be a member of the Council.
56. A resolution in writing, signed by all the members of the Council for the time being entitled to receive notice of and to attend and vote at a meeting of the Council, shall be as valid and effectual as if it had been passed at a meeting of the Council duly convened and held.
57. Subject to Section 13(5) of the Act, the Secretary shall be appointed by the members at the first meeting of the company for a period of three years; and any secretary so appointed may be removed by it; provided always that no member of the Council may occupy the salaried position of the secretary.
58. A provision of the Act or of these Articles requiring or authorising a thing to be done by or to a member of the Council and the secretary shall not be satisfied by its being done by or to the same person acting both as a member of the Council and as, or in place of, the secretary.
59. The Council shall provide for the safe custody of the seal, which shall only be used by the authority of the Council or of a committee of the Council authorised by the Council in that behalf and every instrument to which the seal shall be affixed shall be signed by a member of the Council and shall be countersigned by the secretary or by a second member of the Council or by some other person appointed and duly authorised by the Council for the purpose.
60. The Council shall cause accounting records to be kept in accordance with the provisions of the Act.
61. The accounting records shall be kept at the registered office of the Company or, subject to the provisions of the Act, at such place as the Council thinks fit and shall always be open to the inspection of the officers of the Company.
62. The Council shall from time to time determine whether and to what extent and at what times and places and under what conditions and regulations the accounts and books of the Company or any of them shall be open to inspection of the members not being members of the Council and no member (not being a member of the Council) shall have any right of inspecting any account or book or document of the Council except as conferred by statute or authorised by the Council or by the Company in General Meeting.
63. The Company shall from time to time in accordance with the provisions of the Act, cause to be prepared and to be laid before the Company in General Meeting such profit and loss accounts, balance sheets group accounts (if any) and reports as are referred to in those provisions.
64. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Company in General Meeting, together with a copy of the auditor’s report and Council’s report, shall not less than twenty-one days before the date of the meeting be sent to every member of (and holder of debentures of) the Company at their registered address. Provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Company is unaware or to more than one of the joint holders of debentures.
65. Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act.
66. A notice may be given by the Company to any member either personally or by sending it by post to him or to his registered address, or (if he has no registered address within the United Kingdom) to the address, if any, within the United Kingdom supplied by him to the Company for the giving of notice to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice and to have been effected in the case of the notice of a meeting at the expiration of twenty-four hours after the letter containing the same is posted and in any other case at the time at which the letter would be delivered in the ordinary course of post.
67. Notice of every General Meeting shall be given in any manner hereinbefore authorised to:
(a) every member except those members (having no registered address within the United Kingdom) have not supplied to the Company an address within the United Kingdom for the giving of notices to them;
(b) every person being a legal personal representative or a trustee in bankruptcy of a member where the member but for his death or bankruptcy would be entitled to receive notice of the meeting;
(c) the auditor for the time being of the Company;
(d) each member of the Council.
No other person shall be entitled to receive notices of General Meetings.
68. Clause 7 of the Memorandum of Association relating to the winding up and dissolution of the Company shall have effect as if the provisions thereof were repeated in these Articles.
Rules or Bye Laws
69. The Council may from time to time make such Rules or Bye Laws as it may deem necessary or expedient or convenient for the proper conduct and management of the Company and for the purpose of prescribing classes of and conditions of membership and in particular but without prejudice to the generality of the foregoing, it may by such Rules or Bye Laws regulate:
(a) The admission and classification of members of the Company and the rights and privileges of such members and the conditions of membership and the terms on which members may resign or have their membership terminated and the entrance fee, subscriptions and other fees or payments to be made by members;
(b) The conduct of the members of the Company in relation to one another and the Company’s servants;
(c) The setting aside of the whole or parts of the Company’s premises at any particular time or times or for any particular purposes;
(d) The procedure at General Meetings and meetings of the Council and Committees of the Council in so far as such procedures are not regulated by these Articles;
(e) And generally all such matters as are commonly the subjects of Company Rules of ByeLaws.
The Company in General Meeting shall have power to alter or repeal the Rules or Bye Laws and to make additions thereto and the Council shall adopt such means as they deem sufficient to bring to the notice of members of the Company all such Rules or Bye Laws which so long as they remain in force shall be binding on the members of the Company. Provided nevertheless, that no Rule or ByeLaw shall be inconsistent with, or shall affect or repeal anything contained in the Memorandum of Association or the Articles of Association of the Company.
70. In the execution of his duties and the exercise of his rights in relation to the affairs of the Company (and without prejudice to any indemnity to which he might otherwise be entitled) every member of the Council shall be entitled to be indemnified out of the assets of the Company against any costs, losses, claims, actions or other liabilities suffered or incurred by him and arising by reason of any improper investments made by or for the Company 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 (providing 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 member of the Council who is sought to be made liable. In this connection the members of the Council of Management shall have power to purchase and maintain insurance for any members of the Council of Management as is permitted in Clause 3(q) of the Memorandum of Association of the Company.
Registered Address: c/o 200 Drake Street, Rochdale, OL16 1PJ