THE COMPANIES ACTS 1985 to 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION OF NORTH EAST MARITIME TRUST
Amended 4th June 2016
1. INTERPRETATION AND GENERAL PROVISIONS
• 1.1- 1.7: see full Articles of Association
• 2.1 The Company is established for the objects expressed in the Memorandum of Association.
3. MEMBERS – Classes of membership
• 3.1and 3.2: see full Articles of Association
4. GENERAL MEETINGS
4.1 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 notices 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 its incorporation or in the following year. 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.
4.2 The Trustees may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionists, as provided by Section 368 of the Act. If at any time there are not within the United Kingdom sufficient Trustees capable of acting to form a quorum, any Trustee or any two members of the Company may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Trustees.
5. NOTICE OF GENERAL MEETINGS
• 5.1and 5.2: see full Articles of Association
6. PROCEEDINGS AT GENERAL MEETINGS
• 6.1- 6.9: see full Articles of Association
7. VOTES OF MEMBERS
• 7.1- 7.11: see full Articles of Association
8. CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
8.1 Any corporation which is a member of the Company may by resolution of its board of directors or other governing body authorise such person 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.
9. BOARD OF TRUSTEES
• 9.1- 9.13: see full Articles of Association
10. TRUSTEES’ EXPENSES
10.1 The Trustees shall be paid all reasonable out-of-pocket expenses properly incurred by them in attending and returning from meetings of the Trustees or any committee of the Trustees or general meetings of the Company or otherwise properly incurred in connection with the business of the Company.
11. BORROWING POWERS
11.1 The Trustees may in furtherance of the objects of the Company but not otherwise exercise all the powers of the Company to borrow money, and, subject always to Sections 38 and 39 of the Charities Act 1993, 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 or of any charitable organisation or body subject to such consents as may be required by law.
12. POWERS AND DUTIES OF THE TRUSTEES
• 12.1 and 12.2: see full Articles of Association
13. TRUSTEES’ INTERESTS
13.1 A Trustee shall declare to the board of Trustees any personal interest, whether direct or indirect, in any matter to be discussed at any meeting of the Trustees. A Trustee with an interest shall not be counted in the quorum at the meeting at which the matter is to be discussed and shall not vote in respect of any such matter and if he does so vote his vote shall not be counted.
14. PROCEEDINGS OF THE TRUSTEES
• 14.1- 1.4.9: see full Articles of Association
15. DISQUALIFICATION OF TRUSTEES
15.1 The office of a Trustee shall be vacated if the Trustee:-
15.1.1 becomes bankrupt or makes any arrangement or composition with his creditors generally; or
15.1.2 becomes prohibited from being a charity trustee by reason of section 72 of the Charities Act 1993 or any order made under any provision of the Act or any other statute or otherwise becomes prohibited by law from being a charity trustee; or
15.1.3 becomes incapable by reason of mental disorder, illness or injury of managing and administering his property and affairs; or
1 5.1.4 resigns his office by notice in writing to the Company; or
15.1.5 is directly or indirectly interested in any contract with the Company and fails to declare the nature of his interest in manner required by Section 317 of the Act.
16.1 The Trustees shall cause minutes to be made in books provided for the
purpose of all appointments of officers made by the Trustees; of the names of the Trustees present at each meeting of the Trustees and of any committee of the Trustees; of all resolutions and proceedings at all general meetings of the Company, and meetings of the Trustees and of committees of the Trustees.
• 17.1 and 17.2: see full Articles of Association
18.1 The Trustees may, if they think fit, appoint a Treasurer. A person so appointed may be selected from amongst the serving Trustees (but does not have to be). The duties and responsibilities of the Treasurer shall be determined by the Trustees and may be varied by them from time to time. Provided always that no Trustee may be remunerated for holding the office of Treasurer.
19. THE SEAL
19.1 If the Company has a seal the Trustees shall provide for its safe custody and it shall only be used by the authority of the Trustees or of a committee of the Trustees authorised by the Trustees in that behalf, and every instrument to which the seal shall be affixed shall be signed by a Trustee and shall be countersigned by the secretary or by a second Trustee or by some other person appointed by the Trustees for the purpose.
20. ACCOUNTING RECORDS, ACCOUNTS AND RETURNS
• 20.1- 20.4 see full Articles of Association
21.1 If required by the Act auditors shall be appointed and their duties regulated in accordance with the provisions of the Act.
• 22.1- 22.4: see full Articles of Association
23.1 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.
24. RULES OR BYE LAWS
• 24.1 and 24.2: see full Articles of Association
25. PROTECTION FROM LIABILITY
• 25.1- 25.3: see full Articles of Association