Memorandum
and Articles of Association
Secretary
The Secretary shall in accordance with the Code be appointed by
the Committee for such terms upon such conditions as it thinks fit,
and any Secretary so appointed may be removed by it. Nothing herein
shall prevent the Committee from appointing a member of the Company
as Honorary Secretary and any member so appointed shall forthwith
become an office-bearer of the Company and, if not already a member
of the Committee, ex officio a member of the Committee and he shall
be subject to the provisions of Clause 3 of the Memorandum of Association.
Seal
The Committee shall provide for the safe custody of the seal which
shall only be used by the authority of the Committee or of a sub-committee
of members of the Committee authorised by the Committee in that
behalf and every instrument to which the seal is affixed in that
behalf shall be signed by a member of the Committee and shall be
countersigned by the Secretary or by a second member of the Committee
or by some other person appointed by the Committee for the purpose.
Accounts
The Committee shall cause proper accounting and other records to
be kept and shall distribute copies of every profit and loss account
and balance sheet (including every document required by law to be
attached thereto) accompanied by a copy of the auditor's report
thereon as required by the Code Provided However that the Committee
shall cause to be made out and laid before each annual general meeting
a balance sheet and profit and loss account made up to date not
more than five months before the date of the meeting.
The Committee
shall from time to time determine in accordance with Clause 9 of
the Memorandum of Association at what times and places under what
conditions or regulations the accounting and other records of the
Association shall be open to the inspection of members.
Audit
A properly qualified Auditor or Auditors shall be appointed and
his her or their duties regulated in accordance with the Code.
Notice
Any notice required by law or by or under these Articles to be given
to any member shall be given by sending it by post to him or her
at his or her registered address. 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 a notice of a meeting on
the day after the date of its posting, and in any other case at
the time at which the letter would be delivered in the ordinary
course of post.
(i) Notice
of every general meeting shall be given in any manner hereinbefore
authorised to:
- every member
except those members who have given notice to the Secretary pursuant
to Article 11;
- the auditor
or auditors for the time being of the Association.
(ii) No other
person shall be entitled to receive notices of general meetings.
Winding
Up
The provisions of Clause 8 of the Memorandum of Association relating
to the winding-up or dissolution of the Association shall have effect
and be observed as if the same were repeated in these Articles.
Indemnity
Every member of the Committee, Auditor and other officer for the
time being of the Association shall be indemnified out of the assets
of the Association against any liability arising out of the execution
of the duties of his or her office which is incurred by him or her
in defending any proceedings, whether civil or criminal, in which
judgment is given in his or her favour or in which he or she is
acquitted or in connection with any application under the Code in
which relief is granted to him or her by the Court in respect of
any negligence default breach of duty or breach of trust.
NAMES, ADDRESSES,
DESCRIPTIONS AND SIGNATURES OF SUBSCRIBERS
DATES this day of 19
Witness to
the above signatures.
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