1. In the articles, unless the context requires otherwise “articles” means the company’s articles of association;
“bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
“chairman” has the meaning given in article 12;
“chairman of the meeting” has the meaning given in article 25;
“Companies Acts” means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the company;
“director” means a director of the company, and includes any person occupying the position of director, by whatever name called;
“document” includes, unless otherwise specified, any document sent or supplied in electronic form;
“electronic form” has the meaning given in section 1168 of the Companies Act 2006;
“member” has the meaning given in section 112 of the Companies Act 2006; “ordinary resolution” has the meaning given in section 282 of the Companies Act 2006;”participate”, in relation to a directors’ meeting, has the meaning given in article 10;
“proxy notice” has the meaning given in article 31;
“special resolution” has the meaning given in section 283 of the Companies Act 2006;
“subsidiary” has the meaning given in section 1159 of the Companies Act 2006; and
“writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.
Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on the company.
2. The liability of each member is limited to £1, being the amount that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for
1. The Board of Directors is composed of the president, the vice-president, the secretary-general, if appointed, and one or more directors elected also on the proposal of the Board of Directors, if the need arises.
2. The Board of Directors appoints the President, the Vice-President and the Secretary General from among its members;
3. The directors hold office for three years and may be re-elected;
4. The Board of Directors is validly constituted when the majority of its directors are present;
5. The Board of Directors can be revoked by a two-thirds majority of the company’s members;
6. Resolutions are passed by a simple majority of those present; in the event of a tie, the vote of the President, or of the Vice-President in the absence of the President, prevails;
7. Members of the Board of Directors who leave office during their term of office shall be replaced by the General meeting at the first subsequent meeting, unless the Board of Directors has co-opted one or more directors;
8. The Board of Directors is the executive body of the company. It oversees the company’s activities and provides when necessary for the achievement of the institutional aims. It reports to the general meeting on the company’s activities and implements its resolutions.
9. It meets at least twice a year and is convened:
10. The Board of Directors has all powers of ordinary or extraordinary administration;
11. The Board of Director can revoke by majority vote of the directors the appointment of one of its directors.
12. Subject to the articles, the directors are responsible for the management of the company’s business, for which purpose they may exercise all the powers of the company. Moreover, the directors are responsible, among other tasks, for:
4.___ (1) With the President consent, the members may, by special resolution, direct the directors to take, or refrain from taking, specified action. (2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.
5.__ (1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles__
as they think fit.
(2) If the directors so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated.
(3) The directors may revoke any delegation in whole or part, or alter its terms and
6.__ (1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors. (2) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.
7.__ (1) The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 8.
(2) If
8.__ (1) A decision of the directors is taken in accordance with this article when all
eligible directors indicate to each other by any means that they share a common view on a matter.
(2) Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
(3) References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors’
(4) A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.
9.__ (1) Any two directors may call a directors’ meeting by giving notice of the meeting to the directors or by authorising the company secretary (if any) to give such notice.
(2) Notice of any directors’ meeting must indicate
(3) Notice of a directors’ meeting must be given to each director, but need not be in writing.
(4) Notice of a directors’ meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.
10.__ (1) Subject to the articles, directors participate in a directors’ meeting, or part of a directors’ meeting, when
(2) In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other.
(3) If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.
11.__ (1) At a directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
(2) The quorum for directors’ meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is
(3) If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision
12.__ (1) The directors may appoint a director to chair their meetings.
(2) The person so appointed for the time being is known as the chairman. If the President is present at the meeting, the President will be the chairman of the directors’ meeting. In his absence, the Vice President will chair the meeting. Only in the case of absence of the President and Vice President, a director can be appointed as chairman of the directors’ meeting.
(3) The directors may terminate the chairman’s appointment at any time.
(4) If the chairman is not participating in a directors’ meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.
13.__ (1) If the numbers of votes for and against a proposal are equal, the President or other director chairing the meeting has a casting vote.
(2) But this does not apply if in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.
14.__ (1) If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.(2) But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in the decision-making process for quorum and voting purposes.
(3) This paragraph applies when
(4) For the purposes of this article, the following are permitted causes
(5) For the purposes of this article, references to proposed decisions and decision-making processes include any directors’ meeting or part of a directors’ meeting.
(6) Subject to paragraph (7), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.
(7) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum
15. The directors must ensure that the company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.
16. Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.
17.__ (1) Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director
(2) In any case where, as a result of death, the company has no members and no directors, the personal representatives of the last member to have died have the right, by notice in writing, to appoint a person to be a director.
(3) For the purposes of paragraph (2), where 2 or more members die in circumstances rendering it uncertain who was the last to die, a younger member is deemed to have survived an older member.
18. A person ceases to be a director as soon as
19.__ (1) Directors may undertake any services for the company that the directors decide.
(2) Directors are entitled to such remuneration as the duly appointed remuneration committee determine
(3) Subject to the articles, a director’s remuneration may
(4) Unless the directors decide otherwise, directors’ remuneration accrues from day to day.
(5) Unless the duly appointed remuneration committee decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company’s subsidiaries or of any other body corporate in which the company is interested.
20. The company may pay any reasonable expenses which the directors properly incur in connection with their attendance at
21.__ (1) The admission of ordinary members and the appointment of honorary members are decided by the Board of Directors with the express consent of the President.
(2) All members are obliged to comply with the provisions of the company’s articles, in accordance with the resolutions passed by the relevant bodies
(3) The member may withdraw from the company with effect from the end of the year following the year of admission. The declaration of withdrawal must be communicated to the board of direcors of the company by registered letter.
(4) The Board of Directors resolves, subject to ratification by the General meeting, to exclude the member in the following cases:
(5) All members in good standing each have the right to one vote for the approval and amendment of the articles and for the appointment of the company’s governing bodies.
(6)The company’s economic resources may consist of:
(7) Members’ contributions consist of the annual membership fees established by the Board of Directors and any extraordinary contributions established by the General meeting, which also determines the amount,
(8) Monetary donations, gifts and legacies are accepted by the Board of Directors, which decides on their use in accordance with the statutory purposes of the company.
(9) No person shall become a member of the company unless
22. It is forbidden to distribute, even indirectly, profits or operating surpluses as well as funds, reserves or capital during the life of the company, unless the destination is required by law. Any profits available shall exclusively be used to further the objects of the company and shall not be paid to the members as dividends.
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