Memorandum of association and articles of association
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION of LEEDS HACKSPACE
The Company's name is Leeds HackSpace.
The Company's registered Office is to be be situated in England and Wales.
The Company's objects (‘the Objects”) are:-
To promote and support science, engineering, art, learning and play. To provide members a space to meet, learn, make and play.
4. In support of the objects, but not otherwise, the Company shall have power to do all things incidental or conducive to the attainment of the objects or any of them. In particular (but without limitation) the Company shall have the following power:
To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments.
To raise funds, to take subscriptions and to borrow money and to secure by mortgage, charge or lien upon the whole or any part of the Company's undertaking and property to maintain, manage, improve, develop, turn to account, grant rights and privileges in respect of and otherwise deal with all or any part of the property and rights of the Company and to dispose by any means of the whole or any part of the undertaking, property and rights of the Company.
To pay out of the funds of the Company the costs, charges and expenses of and incidental to the formation and registration of the Company.
To establish and subsidise or support any institutions, associations, clubs, or trusts or schemes and to subscribe or guarantee money or make payments for any charitable, benevolent, public, general or useful object or service.
To enter into any partnership or arrangement for sharing profits, cooperation or union of interests with any other Company or person, and to establish or promote, or join in the establishment or promotion of, any other Company in furtherance of the objects of the Company.
To enter into any arrangements with any governments or authorities (supreme, municipal, local or otherwise) or any person or Company, and to obtain from any such government, authority, person or Company any rights, privileges, charters, contracts, licenses, and concessions and to carry out, exercise and comply with the same.
To cause the Company to be registered or recognised in any part of the world.
To do all such other things as are or may be deemed incidental or conducive to the attainment of the above objects and the exercise of the powers (whether express or implied) of the Company.
5. The income and capital of the Company shall be applied solely towards the promotion of the object of the Company, and no part of the income or capital shall be paid or transferred, directly or indirectly, to the members of the Company, whether by way of dividend or bonus or otherwise in the form of profit. This shall not prevent the payment of:
Reasonable and proper remuneration to any Officer, employee, or member of the Company in return for any professional services provided to the Company.
Reasonable and proper remuneration for any services rendered to the Company by any member, Officer or servant of the Company who is not a Director.
A reasonable rate of interest on money lent to the Company commensurate with the published base lending rate of a UK clearing bank.
Reasonable rent for property let to the Company.
Reasonable expenses to any Officer, employee, or member of the Company where approved by the Directors.
6. The liability of the members is limited.
7. Every member of the Company undertakes to contribute such amount as may be required (not exceeding £5.00) to the Company's assets if it should be wound up while they are a member or within one year after they cease to be a member, for payment of the companies debts and liabilities contracted before they cease to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the members among themselves.
8. If on the winding up or dissolution of the Company there remains any surplus property after satisfaction of the companies debts and liabilities, any assets shall be sold and the surplus shall be paid in equal shares to the members of the Company.
THE COMPANIES ACTS 1985 to 2006 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION of LEEDS HACKSPACE
Regulations 2 to 35 inclusive, 54, 55, 57, 59, 102 - 208 inclusive, 110, 114, 116 and 117 of table A shall not apply to the Company but the articles hereinafter contained and, subject to the modifications hereinafter expressed, the remaining regulations of table A shall constitute the Articles of Association of the Company.
In these Articles: "The Company" means Leeds HackSpace;
“the Act” means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force and any provisions of the Companies Act for the time being in force;
“the Articles” means means these Articles of association of the Company;
“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;
“Communication” means the same as in the Electronic Communications Act 2000;
“Director” and or “Directors”, shall have the same meaning as defined in the Act:
“Executed” includes any mode of execution;
“the Memorandum” means the Memorandum of association of the Company;
“Office” means the registered Office of the Company;
“Secretary” means the Company Secretary of the Company or any other person appointed to perform the duties of the Company Secretary of the Company, including a joint, assistant or a deputy Company Secretary;
“the United Kingdom” means Great Britain and Northern Ireland;
“Writing” and “written” shall include email communication.
Subject as aforesaid, words or expressions contained in these Articles shall, unless the context requires otherwise, have same meaning as in the Act.
(a) no person or organisations shall be admitted to membership unless that person has completed an application form for membership in a form approved by the Directors and unless the application for membership is approved by the Directors.
(b) A member may withdraw from membership of the Company by giving 7 days notice in writing or verbally to a director. Membership is not transferable. Membership terminates on the death of a member or, if an organisation is the member when that organisation ceases to exist.
(c) Membership is terminated if after a written warning from a director that membership fees remain unpaid. Membership may be suspended immediately on discovery of multiple unpaid fees.
(d) Membership may be withdrawn at any point by the directors through special resolution if they feel it is in the best interest of the organisation
3. Any organisation which is a member of the Company may 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 organisation which they represent as the organisation could exercise if it were an individual member of the Company.
4. The Directors may call general meetings and, on the requisition of members pursuant to the provisions of sections 303 and 304 of the Companies Act 2006, shall forthwith proceed to convene a general meeting for a date not later than 28 days after the notice convening said meeting which shall be despatched not more than 21 days from the date on which the Directors become subject to the requirement. If, for any reason, the Directors do not call a meeting in accordance with section 304 of the companies Act 2006 after becoming required to do so under section 303 of that Act, the members who requested the meeting in accordance with the said section 303, or any of them representing more than one half of the total voting rights of all of them, may themselves call a general meeting in accordance with the provisions of section 305 of the said Act.
Notice of General meetings
5. (a) General meetings shall be called by at least 14 Clear Days notice but a general meeting may be called by shorter notice if it is so agreed by majority in number of members having a right to attend and vote, being a majority together holding not less than 51% of the total voting rights at the meeting of all members.
(b) The notice shall specify the time and place of the meeting and the general nature of the business to be transacted.
(c) the notice shall be given to all the members and to the Directors and, if appointed, the auditors of the Company.
(d) The directors must call a general meeting if so requested by the holders of 5% of the members. The request for the meeting must state the general nature of the business to be dealt with and may include the text of a resolution to be moved at the meeting (provided the resolution would not be ineffective (e.g. under the Act or because contrary to the company's articles, etc., and provided it is not defamatory, frivolous or vexatious). If the request is properly made, the directors must within 21 days call the meeting for a date not more than 28 days after the date of the notice calling the meeting. If the request included a proposed resolution, that must be included in the notice, which will then be part of the business that can be conducted at the meeting. (If it is a special resolution, the notice of the meeting must say so)
6. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
Proceedings at general meetings
7. No business shall be transacted at any meeting unless a quorum is present. Save in the case of a Company with the single member, two persons entitled to vote upon the business to be transacted, each being a member or a duly authorised representative of the member organisation, or 15% of the total number of such persons for the time being, whichever is the greater, and where the number of committee members present is no more than 50% of those attending, shall constitute a quorum.
8. If a quorum is not present within half an hour from the time appointed to 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 Directors may determine.
9. The Chair, if any, of the Directors or in their absence some other Director nominated by the Directors shall preside as Chair of the meeting, but if neither the Chair nor such other Director (if any) be present within 15 minutes after the time appointed for holding the meeting and willing to Act, the Directors present shall elect one of their number to be Chair and, if there is only one Director present and willing to Act, they shall be Chair.
10. If no Director is willing to Act as Chair, or if no Director is present within 15 minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be Chair.
12. The Chair may, with the consent of the 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 then business which might properly have been transacted at the meeting had adjournment not taken place. When a meeting is adjourned for 14 days or more, at least seven Clear Days notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
13. A resolution put to the vote of a meeting shall be decided by secret ballot. Subject to the provisions of the Act, a poll maybe demanded: by the Chair; or
By at least four members having the right to vote at the meeting.
15. The demand for a poll may be withdrawn, before the poll is taken, but only with the consent of the Directors present.
16. A poll shall be taken as the Directors present direct and they may appoint scrutineers (who need not be members) and fix a time and place for declaring the results of the poll. The result of the poll shall be deemed to be of the resolution of the meeting at which the poll is demanded.
17. Directors present can call for an adjournment.
18. A poll demanded shall be taken either immediately or at such time and place as the Directors present direct not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent continuance of a meeting for the transaction of any business other than the question on which the poll is demanded. If poll is demanded before the declaration of the result of a secret ballot and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
18. No notice need be given on a poll not taken immediately if the time and place at it is to be taken are announced at the meeting at which it is demanded. In other cases at least seven Clear Days notice shall be given specifying the time and place at which the poll is to be taken.
Votes of members
19. Every member present in person or by proxy shall have one vote.
20. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the Chair whose decision shall be final and conclusive.
21. A vote given or poll demanded by the duly authorised representative of a member organisation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Company or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.
22. The Company may have only one Director, ideally aiming for a minimum of three . The number of Directors unless otherwise determined by ordinary resolution shall not be subject to any maximum.
23. The first Directors shall be those persons named in the statements delivered pursuant to the Act, who shall be deemed to have been appointed under the Articles. Future Directors shall be appointed as provided subsequently in the Articles.
24. Directors are required to be members.
Powers of Directors
24. Subject to the provisions of the Act, the Memorandum and the Articles and to any directions given by special resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or the Articles and no such direction shall invalidate any prior Act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given to those Article shall not be limited by any special power given to the Directors by the Articles and a meeting of Directors at which a quorum is present may exercise all the powers exercisable by the Directors.
Appointment and retirement of Directors
25. No person shall be appointed or reappointed Director at any general meeting unless:
They are recommended by the Directors; or
Not less than 14 nor more than 35 Clear Days before the date appointed for the meeting, notice executed by a member qualified to vote at the meeting has been given to the Company of the intention to propose that person for appointment or reappointment stating the particulars which would, if they were so appointed or reappointed, be required to be included in the companies register of Directors together with a notice executed by that person of their willingness to be appointed or reappointed.
26. Not less than 7 no more than 28 Clear Days before the date appointed for holding a general meeting notice shall be given to all persons who are entitled to receive notice of the meeting of any person (other than a Director retiring by rotation at the meeting) who is recommended by the Directors for appointment or reappointment as a Director at the meeting or in respect of whom notice has been duly given to the Company of the intention to propose them at the meeting for appointment all reappointment as a Director. The notice shall give the particulars of that person which would, if they were so appointed or reappointed, be required to be included in the companies register of Directors.
27. The Company may by ordinary resolution appoint a person who is willing to act to be a Director either to fill a vacancy or as an additional Director.
28. The Directors may appoint a person who is willing to act to be a Director either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors.
Disqualification and removal of Directors
29. The Office of a Director shall be vacated if:
They cease to be a Director by virtue of any provision of the Act, or this document, or they become prohibited by law from being a Director; or
They become bankrupt or make any arrangement or composition with their creditors generally; or
They become incapable by reason of mental disorder, illness or injury of managing and administering their own affairs; or
(d) They resign their Office by notice to the Company; or
(e) They shall for more than six consecutive months have been absent without permission of the Directors from meetings of Directors held during that period and the Directors resolve that their Office be vacated.
(f) The Director has held the post for approximately two years at the time of the next elections. Directors can re-stand and be re-elected at this point. Directors may vote by special resolution to extend this term by a year, should a quorate deem it necessary and in the best interests of the HackSpace.
Proceedings of Directors
30. Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. The Directors may, and the Secretary at the request of the Directors shall, call a meeting of the Directors. Questions arising at any meeting shall be determined by majority of votes. In the case of an equality of votes the Chair shall have a second or casting vote.
31. The quorum for the transaction of the business of the Directors may be fixed by the Directors but shall not be less than two unless there is a sole Director at the time.
32. The Directors may appoint one of their number to be Chair of the Directors and may at any time remove them from that Office.
33. All Acts done by any meeting of the Directors, or of a committee of Directors, or by any person Acting as a Director, shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Director or that any of them were disqualified from holding Office, or had vacated Office, or why not entitled to vote, be valid as if every such person had been duly appointed and was qualified and had continued to be a Directors and entitled to vote.
34. A resolution in writing, signed by all the Directors entitled to receive notice of meeting of Directors shall be as valid and effective as a resolution passed the meeting of the Directors duly convened and held and may consist of several documents in the like form each signed by one or more Directors.
35. Subject to the provisions of the Act, the Secretary may be appointed by the Directors for such term, at such remuneration (if not a Director) and upon such conditions as they they think fit; and any Secretary so appointed may be removed by them.
36. The Directors shall keep electronic minutes which are accessible to members and anyone who is entitled to access them.
of all appointments of Officers made by the Directors; and of all proceedings at meetings of the Company and of the Directors and of committees of Directors including the names of the Directors present at each such meeting.
38. The Account shall be prepared in accordance with the 2006 Act.
39. Any notice to be given to or by any person pursuant to the Articles (Other than a notice calling a Meeting of the Directors) shall be in writing or shall be given using electronic communications to an address for the time being notified for that purpose to the person giving the notice. In this regulation"address", in relation to electronic communications, includes any number or address used for the purposes of such communications.
40. The Company may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at their registered address or by leaving it at that address or by giving it using electronic communications to an address for the time being notified to the Company by the member. A Member whose registered address is not within the United Kingdom and who gives to the Company an address within the United Kingdom at which notices may be given to them, or an address to which notices may be sent using electronic communications, shall be entitled to have notices given to them at that address, but otherwise no such member shall be entitled to receive any notice from the Company. In this regulation and the next,"Address", in relation to electronic communications, includes any number or address used for the purposes of such communications.
41. A member present, either in person or by proxy, at any meeting of the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.
42. 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 the guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given. The notice shall be deemed to be given at the expiration of 48-hours after the envelope containing it was posted or, in the case of a notice contained in electronic communication, at the expiration of 48 hours after the time it was sent.
43. Subject to the provisions of the Act but without prejudice to any indemnity to which a Director may otherwise be entitled, every Director of the Company shall be indemnified out of the assets of the Company against any liability incurred by them defending any proceedings in which judgement is given in their favour or in which they are acquitted or in connection with any application in which relief is granted to them by the court from liability for negligence, default, breach of duty or trust in relation to the affairs of the Company.