Social Clubs
We run & provide facilities for Deaf Social clubs, Hard of Hearing clubs, Youth clubs, Deafblind clubs and Tinnitus support group.
Training
Deaf Awareness Training for outside organisations, training for staff dealing with Deaf and Hard of Hearing people.
Classes
Lipreading Classes and accredited CACDP Sign Language Classes, Levels 1 & 2. All classes are run by qualified tutors who are themselves Deaf or Hard of Hearing.
Contact Head Office for further details on 01473 251179 or e-mail suffolkdeaf@btinternet.co.uk
Advice and Information
Three Centres offering support, advice and information
A.G.M.
THE COMPANIES ACTS 1985 TO 1989
COMPANY LIMITED BY GUARANTEE AND
NOT HAVING A SHARE CAPITAL
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
SUFFOLK DEAF ASSOCIATION
Original by
BATES, WELLS & BRAITHWAITE
61 Charterhouse Street
London EC1M 6HA
17th January 1995
As amended by
SUFFOLK DEAF ASSOCIATION
On 19 September 2008
.
THE COMPANIES ACTS 1985 TO 1989
COMPANY LIMITED BY GUARANTEE AND
NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION
of
SUFFOLK DEAF ASSOCIATION
1. The name of the Company (hereinafter called “the Company”) is Suffolk Deaf Association
2. The registered office of the Company will be situate in England
Objects
3. The objects for which the Company is established are :-
i. The support of all deaf and hard of hearing persons in the County of Suffolk and surrounding areas; and
ii. The advancement of the religious, moral, social and intellectual development of such persons.
Powers
4. In furtherance of the objects but not further or otherwise the Company shall have the following powers:-
a) To provide home visits and an interpretation service;
b) To provide a meeting place for friendly intercourse, recreation and amusement;
c) To provide religious services;
d) To provide an employment advisory service;
e) To train people to assist deaf and hard of hearing people;
f) To publish books, pamphlets, reports, leaflets, journals, films, tapes and instructional matter and to organise lectures, broadcasts and courses of instruction;
g) To purchase or otherwise acquire or found and to carry on schools and training centres;
h) To purchase, take on lease or in exchange hire or otherwise acquire any real and personal estate which may be necessary for any of the purposes of the Company;
i) Subject to such consents as may be required by law to sell lease mortgage exchange dispose of or otherwise deal with and turn to account all or any part of the property of the Company with a view to the promotion of its objects;
j) Subject to such consents as may be required by law to borrow or raise money for the purposes of the Company on such terms and on such security as may be thought fit including making reasonable charges for any services provided hereunder (whether to beneficiaries or not);
k) To raise funds and to invite and receive contributions from any person or persons whatever by way of subscription, donation and otherwise, provided that the Company shall not undertake any permanent trading activities in raising funds for its charitable objects;
l) To carry on trade insofar as either the trade is exercised in the course of the actual carrying out of a primary object of the Company or the trade is temporary and ancillary to the carrying out of the objects aforesaid and to incorporate any wholly owned company to carry out any such trade;
m) To engage or employ such persons (whether as employees consultants advisors or however) as may be requisite to the promotion of the objects of the Company and on such reasonable terms and at such reasonable remuneration as the Trustees may think fit;
n) To make all reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees and their widows and other dependants;
o) To establish and support or aid in the establishment and support of other charitable associations or institutions and to subscribe lend or guarantee money for charitable purposes in any way connected with the purposes of the Company or calculated to further its objects;
p) To undertake and execute any charitable trusts which may lawfully be undertaken by the Company and may be necessary to its objects;
q) To invest moneys of the Company not immediately required for its own purposes in or upon such investments, securities, or property as may be thought fit;
r) To receive loans at interest or otherwise from and to lend money and give credit to, to take security for such loans or credit and to guarantee and become or give security for the performance of contracts by any person or company as may be necessary or convenient for the work of the Company;
s) To draw accept endorse issue or execute promissory notes, bills of exchange, bills of lading, warrants and other negotiable transferrable or mercantile instruments for the purpose of or in connection with the objects of the Company;
t) To establish promote or assist charitable companies with objects similar to those of the Company for the acquisition of the property or liabilities of the Company or to carry on any authorised activity of the Company or for any other charitable purpose calculated to benefit the Company in the furtherance of its objects;
u) To amalgamate merge or join in with any charity having charitable objects wholly or in part similar to those of this Company for the purposes of better effectuating the charitable purposes;
v) To purchase acquire or undertake all or any of the property liabilities and engagements of charitable associations societies or bodies with which the Company may co-operate or federate;
w) To pay out of the funds of the Company the costs of forming and registering the Company;
x) To pay out of the funds of the Company the cost of any premium in respect of insurance or indemnities to cover the liability of the Trustees (or any of them) which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the Company; PROVIDED THAT any such insurance or indemnity shall not extend to any claim arising from criminal or wilful or deliberate neglect or default on the part of the Trustees so claiming (or any of them);
y) To do all such other lawful things as shall further the attainment of the above objects or any of them.
5 The income and property of the Company from whatever source derived, shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise howsoever by way of profit to the Members of the Company (and no Trustee shall be appointed to any office of the Company paid by salary or fees or receive remuneration or other benefit in money or money’s worth from the Company).
PROVIDED THAT nothing herein shall prevent any payment in good faith by the Company:
a) of reasonable and proper remuneration to any member, officer or servant of the Company (not being a Trustee) for any services rendered to the Company;
b) of interest on money lent by any member if the Company (or Trustee) at a reasonable and proper rate per annum not exceeding 2% less than the published base lending rate of a clearing to be selected by the Board;
c) of any reasonable and proper rent for premises demised or let by any member of the Company (or Trustee);
d) of fees, remuneration or other benefits in money or money’s worth to a company of which a Trustee may be a member holding not more than 1/100th part of the capital of the company;
e) to any member or Trustee reasonable and proper out-of-pocket expenses;
f) of reasonable and proper premiums in respect of Trustee Indemnity Insurance, effected in accordance with Clause 4 (x) hereof.
g) of the usual professional charges for business done by any member of the Company (or Trustee) who is a solicitor, accountant or other person engaged in a profession, or by any partner of his or hers, when instructed by the Company to act in a professional capacity on its behalf: Provided that at no time shall a majority of the members of the Company (or Trustees) benefit under this provision and that a member of the Company(or of its Trustees) shall withdraw from any meeting at which his or her appointment or remuneration or that of his or her partner is under discussion;
6. The liability of the members is limited.
7. Every Member of the Company undertakes to contribute to the assets of the Company if it is wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the Company contracted before the time at which he ceases to be a member and of the costs, charges and expenses of winding-up the same, and for the adjustment of the rights of the contributories among themselves such amount as may be required not exceeding £1.
8. If upon the winding-up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Company, but shall be given or transferred to some other charitable institution or institutions having objects similar to the objects of the Company, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Company under or by virtue of clause 5 hereof, such institution or institutions to be determined by the members within three months of the members resolution passed initiating the winding-up failing which and if and so far as effect cannot be given to such provision, then to such other charitable object as the Trustee shall resolve upon.
We the several persons whose Names, Addresses and Descriptions are subscribed are desirous of being formed into a company in pursuance of this Memorandum of Association.
NAMES ADDRESSES AND SIGNATURES OF SUBSCRIBERS
Signature
Name Roger John Bonner
Address 119 Yarmouth Road
Lowestoft
Date 13th October 1994
Witness to the above signature
Name Joseph Wakeman (Witness)
Address 55 Woodbridge Road East
Ipswich
Occupation Retired Accountant
Signature
Name John Hugh Woolmore
Address 24 Lark Valley Drive
Fornham St Martin
Date 13th October 1994
Name Joseph Wakeman (Witness)
Address 55 Woodbridge Road East
Ipswich
Occupation Retired Accountant
THE COMPANIES ACTS 1985 TO 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION OF SUFFOLF DEAF ASSOCATION
1. INTERPRETATION
In these Articles and the Memorandum of Association :-
‘the Act’ means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force.
‘the Articles’ means the Articles of the Company.
‘the Branches’ means the administrative sections of Suffolk Deaf Association to which the membership of the Company is divided by the Board and which for the time being comprise the Branches of Bury St Edmunds, Ipswich, Lowestoft and the Suffolk Hearing Support Service (SHSS).
‘Branch Committees’ means a Committee elected by the Members of a branch to serve on a Committee established by the Board to run a branch PROVIDED THAT the Trustees shall have the right to dismiss any member of a Branch Committee at any time.
‘clear days’ in relation to the period of a notice means that period excluding the day when the notice is given to deemed to be given and the day for which it is given or on which it is to take effect.
‘the Company’ means Suffolk Deaf Association.
‘the Board’ and ‘the Trustees’ shall be the equivalent of and shall fulfil the functions of, respectively, the Board and the Directors of the Company, as defined in the Act.
‘deaf’ includes hard of hearing people.
‘executed’ includes any mode of execution.
‘office’ means the registered office of the Company.
‘Secretary’ means the Secretary of the Company or any other person appointed to perform the duties of the Secretary of the Company, including a joint, assistant or deputy Secretary.
‘the United Kingdom’ means Great Britain and Northern Ireland.
Unless the context otherwise requires, words or expressions contained in these regulations bear the same meanings in the Act but excluding any statutory modifications thereof not in force when these regulations become binding on the Company.
MEMBERS
2
The subscribers to the Memorandum of Association of the Company and such other persons as are admitted to membership in accordance with the Articles shall be members of the Company. Every person who wishes to become a member shall deliver to the company an application for membership in such form as the Board require executed by him.
3
Full membership of the Company shall be open to all individuals who reside in Suffolk and the surrounding area and who shall pay such annual subscriptions as the Board may from time to time determine. The membership shall be divided into classes: at the date of incorporation of the Charity there shall be ‘A’ members who shall belong to the Bury St Edmunds branch, ‘B’ members who shall belong to the Ipswich branch and ‘C’ members who shall belong to the Lowestoft branch. If any other Branch is established the members of that Branch shall be designated ‘D’ members and so on with any other Branches.
4
Membership shall not be transferable and shall cease on death. A member shall cease to be a member:-
a) on the expiry of at least seven clear days’ notice given by him to the Company of his intention to withdraw;
b) if any subscription or other sum payable by the member to the Company is not paid on the due date and remains unpaid seven days after notice served on the member by the Company informing him that he will be removed from membership if it is not paid. The Trustees may re-admit to membership any person removed from membership on this ground on his paying such sum in respect of the sum due as the Company may determine; also
c) by a resolution of the Trustees that it is in the best interests of the Company that his or her membership is terminated if:
a. the member has been given at least twenty-one days’ notice in writing of the meeting of the Trustees at which the resolution will be proposed and the reasons why it is to be proposed.
b. the member, or at the option of the member, the member’s representative (who need not be a member of the Company) has been allowed to make representations to the meeting.
GENERAL MEETINGS
5
a) The Company shall hold its first annual general meeting within eighteen months after the date of its incorporation.
b) An annual general meeting must be held in each subsequent year and not more than fifteen months may elapse between successive annual general meetings.
c) All general meetings other than annual general meetings shall be called extraordinary general meetings.
6
The Trustees may call an extraordinary general meeting at any time
NOTICE OF GENERAL MEETINGS
7
a) The minimum periods of notice required to hold a general meeting of the Company are:-
I. Twenty-one clear days for an annual general meeting and an extraordinary general meeting called for the passing of a special resolution;
II. Fourteen clear days for all other extraordinary general meetings
b) A general meeting may be called by a shorter notice if it is so agreed:-
I. In the case of an annual general meeting, by all the members entitled to attend and vote; and
II. In the case of an extraordinary general meeting, by a majority in number of members having a right to attend and vote at the meeting.
c) The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so.
PROCEEDINGS AT GENERAL MEETINGS
8
No business shall be transacted at any general meeting unless a quorum is present.
9
A quorum is ten persons including two Trustees and two deaf people or ten per cent of the members entitled to vote upon the business to be conducted at the time.
10
If such a quorum is not present within half an hour from the time appointed for the meeting, 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 Trustees may determine and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the members present shall be a quorum.
11
The chairman, if any, of the Board or in his absence some other Trustee nominated by the Trustees shall preside as chairman of the meeting, but if neither the chairman nor such other Trustee (if any) be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the Trustees present shall elect one of their number to be chairman and, if there is only one Trustee present and willing to act, he shall be chairman.
12
If no Trustee is willing to act as chairman, or if no Trustee is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairman.
13
The chairman may, with the consent of a 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 than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen 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.
14
A resolution put to the vote of a meeting shall be decided on a show of hands.
15
A declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
16
In the case of an equality of votes, the chairman shall be entitled to a casting vote in addition to any other vote he may have.
17
The proceedings at any meeting shall not be invalidated by reason of any accidental informality or irregularity in the convening thereof or otherwise or any want of qualification in any of the persons present or voting thereat.
18
A resolution in writing signed by each member who would have been entitled to vote upon it if it had been proposed at a general meeting shall be as effective. It may comprise several copies each signed by or on behalf of one or more members.
VOTES OF MEMBERS
19
On a show of hands every member present in person shall have one vote.
20
No member may vote on any matter in which he is personally interested, pecuniarily or otherwise, or debate on such a matter without in either case the permission of the majority of the members present at the meeting such permission to be given or withheld without discussion.
21
No member shall be entitled to vote at any general meeting unless all monies presently payable by him to the Company have been paid.
22
A member in respect of whom an order has been made by any court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands by his receiver, curator bonis or other person authorised in that behalf appointed by that court. Evidence to the satisfaction of the Trustees of the authority of the person claiming to exercise the right to vote shall be deposited at the office, or at such other place as is specified in accordance with the Articles for the deposit of instruments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.
23
An objection to the qualification of any voter must be raised at the meeting at which the vote is tendered and the decision of the person who is chairing the meeting shall be final.
24
An instrument appointing a proxy shall be in writing, executed by or on behalf of the appointer and shall be in the following form (or in form as near thereto as circumstances allow or in any other form which is usual or which the Trustees may approve):-
‘Suffolk Deaf Association ‘
I/We, ‘
of ‘
being a member/members of the above named company
hereby appoint ‘
of ‘
or failing him, ‘
of ‘
as my/our proxy to vote in my/our name(s) and on
my/our behalf at the annual/extraordinary general
meeting of the company to be held on
and at any adjournment thereof.
Signed on .’
25
Where it is desired to afford members an opportunity of instructing the proxy how he shall act the instrument appointing a proxy shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the Trustees may approve)-
‘Suffolk Deaf Association
I/We, ‘
of ‘
being a member/members of the above named company,
hereby appoint ‘
of ‘
or failing him, ‘
of ‘
as my/our proxy to vote in my/our names(s) and on
my/our behalf at the annual extraordinary general
meeting of the company to be held on
and at any adjournment thereof.
This form is to be used in respect of the resolutions mentioned below as follows:
Resolution No.1 * for * against
Resolution No.2 * for * against
* Strike out whichever is not desired.
Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting.
Signed on .’
26
The instrument appointing a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Trustees may be deposited at the office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to 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.
27
The existing branches and any other branches subsequently established, shall each hold a general meeting every year which all individual members of the respective branches shall be entitled to attend. At such meetings the members will elect a Branch committee including a Chairman and a Treasurer and other officers in accordance with Article 34. The quorum for a general meeting shall be 10 members including 2 Branch Committee members or 10% of the total membership administered by the Branch whichever is the greater.
28
A general meeting of the Branch shall be governed by the procedure at meetings of the Company, as far as this is applicable.
TRUSTEES
Number of Trustees
29
The maximum number of Trustees shall be eighteen. Of these, each Branch will contribute up to four Trustees, being composed of the Chairman and Treasurer and two other elected Trustees, and at least one of these will be deaf. Up to two further Trustees may be appointed at the discretion of the Board.
The minimum number of Trustees shall be two unless otherwise determined by special resolution.
Power of Trustees
30
a) The Trustees shall manage the business of the Company and may exercise all the powers of the company unless they are subject to any restrictions imposed by the Act, this Memorandum, these Articles or any special resolution.
b) No alteration of the Memorandum or these Articles or any special resolution shall have retrospective effect to invalidate any prior act of the Trustees.
c) Any meeting of the Trustees at which a quorum is present at the time the relevant decision is made, or a meeting of the executive committee, may exercise all the powers exercisable by the Trustees.
d) The Trustees may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine.
Appointment and retirement of Trustees
31
The first Trustees shall be appointed by the Subscribers to the Memorandum but subject thereto there shall be up to 8 Trustees elected at general meetings of the Branches. Each Branch shall have the right to elect 2 Trustees to sit on the Board. The Treasurer and Chairman of each Branch Committee shall be ex-officio Trustees and shall serve for as long as they hold those offices. Of the four elected or ex-officio Trustees for each Branch one shall be deaf.
32
A Trustee must be a person aged 18 years or older
a) No one may be appointed who would be disqualified from acting under the provisions of Article 41
b) The first Trustees shall be those persons notified to Companies House as the first Trustees of the Association
c) A Trustee may not appoint an alternate Trustee or anyone else to act on his or her behalf
d) A Trustee must be a member of the Company
e) Each of the elected Trustees shall retire with effect from the conclusion of the annual general meeting three years after his or her appointment but shall be eligible for re-election at that annual general meeting.
33
The Board may
a) appoint a person who is willing to act to be a Trustee provided that the appointment would not exceed the maximum number of Trustees; and
b) determine the rotation in which any additional Trustees are to retire.
Disqualification and removal of Trustees
34
The office of a Trustee shall be vacated if:-
a) he ceases to be a Trustee by virtue of any provision of the Act or he becomes prohibited by law from being a Trustee; or
b) he becomes bankrupt or makes any arrangement or composition with his creditors generally; or
c) he is, or may be, suffering from mental disorder and either:-
i) he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983, or in Scotland, an application for admission under the Mental Health (Scotland) Act 1960; or
ii) an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs; or
d) he resigns his office by notice to the Company (but only if at least two Trustees will remain in office when the notice of resignation is to take effect); or
e) in the case of an ex-officio Trustee if he ceases to hold the relevant office; or
f) he ceases to be a member of the Company; or
g) Is absent without the permission of the Trustees from all their meetings held within a period of six consecutive months and the Trustees resolve that his or her office be vacated.
Expenses of Trustees
35
The Trustees may be paid all reasonable travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of Trustees or committees of Trustees or general meetings or separate meetings of the holders of debentures of the Company or otherwise in connection with the discharge of their duties.
Trustees’ Powers of Delegation
36
a) The Trustees may delegate any of their powers or the implementation of any of their resolutions to any subcommittee including a Branch Committee.
b) The resolution making that delegation shall specify those who will be asked to serve on such committee (though the resolution may allow the committee to make co-options up to a specified number).
c) The composition of any such committee shall be entirely in the discretions of the Trustees and may comprise such of their number (if any) as the resolution may specify.
d) The deliberations of any such committee shall be reported regularly to the Trustees and any resolution passed or decision taken by any such committee shall be reported forthwith to the Trustees and for that purpose every committee shall appoint a secretary.
e) All delegations under this article shall be revocable at any time.
f) The Trustees may make such regulations and impose such terms and conditions and give such mandates to any such committee or committees as it may from time to time think fit.
g) For the avoidance of doubt the Trustees may delegate all financial matters to any committee and may empower such committee to resolve upon the operation of any bank account according to such mandate as it shall think fit whether or not requiring a signature of any Trustee provided always that no committee shall incur expenditure on behalf of the company except in accordance with a budget which has been approved by the Trustees.
37
The meetings and proceedings of any committee shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations made by the Board.
38
Subject to any regulations or conditions the Board may impose, the proceedings of a committee with two or more members shall be governed by the Articles regulating the proceedings of Trustees so far as they are capable of applying.
Conflicts of Interest
39
A Trustee must absent himself or herself from any discussions of the Trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interest of the Association and any personal interest (including but not limited to any personal financial interest).
Proceedings of Trustees
40
Subject to the provisions of the Articles, the Trustees may regulate their proceedings as they think fit. Two Trustees may, and the secretary at the request of two Trustees shall, call a meeting of the Trustees. Notice of every meeting of the Board stating the general particulars of all business to be considered at such meeting shall be sent by post or electronic transfer to each Trustee at least seven clear days (excluding Saturdays, Sundays and Bank Holidays) before such meeting unless urgent circumstances require shorter notice but the proceedings of any meeting shall not be invalidated by any irregularity in respect of such notice or by reason of any business being considered which is not comprised in such general particulars. It shall not be necessary to give notice of a meeting to a Trustee who is absent from the United Kingdom. Questions arising at a 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.
41
The quorum for the transaction of the business of the Trustees may be fixed by the Trustees and unless so fixed at any other number shall be seven, one of whom shall be deaf.
42
The continuing Trustees or a sole continuing Trustee may act notwithstanding any vacancy in their number but if and so long as the number of Trustees is less than the number fixed as a quorum the Trustees may act for the purpose of increasing the number of Trustees to that number or of summoning a general meeting of the Company but for no other purpose.
43
The Trustees may appoint one of their number to be chairman of the Board and may at any time remove him from that office. Unless he is unwilling to do so, the Trustee so appointed shall preside at every meeting of Trustees at which he is present. But if there is no Trustee holding that office, or if the Trustee holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the Trustees present may appoint one of their number to be chairman of the meeting.
Irregularities in Proceedings
44
(1) Subject to paragraph 46(2), all acts done by a meeting of Trustees, or of a committee of Trustees, shall be valid notwithstanding the participation in any vote of a Trustee:
• who was disqualified from holding office;
• who had previously retired or who had been obliged by the constitution to vacate office;
• who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;
if, without:
• the vote of that Trustee; and
• that Trustee being counted in the quorum,
the decision has been made by a majority of the Trustees at a quorate meeting.
(2) Paragraph 46(1) does not permit a Trustee to keep any benefit that may be conferred upon him or her by a resolution of the Trustees or of a committee of Trustees if, but for paragraph 46(1) the resolution would have been void or if the Trustee has not complied with Article 41.
45
All acts done by a meeting of Trustees, or of a committee of Trustees, or by a person acting as a Trustee shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Trustee or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be Trustee and had been entitled to vote.
46
A resolution in writing signed by all the Trustees entitled to receive notice of a meeting of Trustees or of a committee of Trustees shall be as valid and effectual as if it had been passed at a meeting of Trustees or (as the case may be) a committee of Trustees duly convened and held and may consist of several documents in the like form each signed by one or more Trustees.
Secretary
47
Subject to the provisions of the Act, the Company Secretary shall be appointed by the Trustees for such term; and any Company Secretary so appointed may be removed by them.
REGULATIONS
48
The Board shall have power from time to time to make repeal or alter regulations as to the management of the Company and the affairs thereof as to the duties of any officers or servants of the Company and as to the conduct of business by the Board or any committee and as to any of the matters or things within the powers or under the control of the Board provided that the same shall not be inconsistent with the Memorandum of Association or these Articles.
Minutes
49
The Trustees shall cause minutes to be made in books kept for the purpose:-
a) of all appointments of officers made by the Trustees; and
b) of all proceedings at meetings of the Company and of the Trustees, and of committees of Trustees, including the names of the Trustees present at each such meeting;
and any such minute, if purported to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting, shall, as against any member or Trustee of the Company, be sufficient evidence of the proceedings.
Accounts
50
The Company may in general meeting impose reasonable restrictions as to the time at which and the manner in which the statutory books and accounting records of the Company may be inspected by the members but subject thereto the statutory books and accounting records shall be open to inspection by the members during usual business hours.
51
a. The Trustees must prepare for each financial year accounts as required by section 226 (or if applicable, section 227) of the Act. The accounts must be prepared to show a true and fair view and follow accounting standards issued or adopted by the Accounting Standards Board or its successors and adhere to the recommendations of applicable Statements of Recommended Practice.
b. The Trustees must keep accounting records as required by sections 221 and 222 of the Act.
Annual Report and Return and Register of Charities
52
The Trustees must comply with the requirements of the Charities Act 1993 with regard to:
a) the transmission of the statements of account to the Charity;
b) the preparation of an annual report and its transmission to the Commission;
c) the preparation of an annual return and its transmission to the Commission.
The Trustees must notify the Commission promptly of any changes to the Charity’s entry on the Central Register of Charities.
Notices
53
Any notice to be given to or by any person pursuant to the Articles shall be in writing or by electronic communications except that a notice calling a meeting of the Trustees need not be in writing or by electronic communications.
54
The Company may give any notice to a member either personally, by electronic communications or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address. 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 him shall be entitled to have notices given to him at that address, but otherwise no such member shall be entitled to receive any notice from the Company.
55
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 purpose for which it was called.
56
a) Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.
b) Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.
c) A notice shall be deemed to be given:
i. 48 hours after the envelope containing it was posted; or
ii. in the case of an electronic communication, 48 hours after it was sent.
Indemnity
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The Charity shall indemnify every Trustee or other officer or auditor of the Charity against any liability incurred by him or her in that capacity in defending any proceedings, whether civil or criminal, in which judgement is given in favour of the Trustee or in which the Trustee is acquitted or in connection with any application in which relief is granted to the Trustee by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Charity.
Rules
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a) The Trustees may from time to time make such reasonable and proper rules or bye laws as they may deem necessary or expedient for the proper conduct and management of the Charity.
b) The bye laws may regulate the following matters but are not restricted to them:-
I. the admission of members of the Charity (including the admission of organisations to membership) and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members’
II. the conduct of members of the Charity in relation to one another and to the Charity’s employees and volunteers;
III. the setting aside of the whole or any part or parts of the Charity’s premises at any particular time or times or for any particular purpose or purposes;
IV. the procedure at general meetings and meetings of the Trustees in so far as such procedure is not regulated by the Act or by these Articles;
V. generally, all such matters as are commonly the subject matter of company rules.
c) The Charity in general meeting has the power to alter, add to or repeal the rules or bye laws.
Winding Up
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The provisions of clauses 7 and 8 of the Memorandum of Association relating to the winding up or dissolution of the company shall have effect and be observed as if the same were repeated in these Articles.
Suffolk Deaf Association - Delegation Policy
(approved by the BOT on 1st July 2008)
This policy document is produced by the Suffolk Deaf Association (the 'Company') Board of Trustees (BOT) to formally identify their function within the Association and to underwrite the high level of autonomy accorded to its Branches.
1. The BOT has overall legal and financial responsibility and are the guardians of the objects of the Association.
2. The BOT will discharge this responsibility principally by monitoring and advising Branches on legal, statutory body and financial issues.
3. The BOT will only exercise its legal, statutory body or financial responsibilities if a Branch
carries out any action or takes any policy decision which is
a. Illegal
b. contravenes company or charity commissioners rules; or
c. in conflict with the SDA Constitution.
4. The use of Branch income is for Branch determination within the SDA objectives, but carries - in addition to the provision of care to dDeaf - the primary financial responsibility of raising sufficient funds to meet the agreed central 'agency' fees managed by the BOT for accountancy, payroll, HR, insurance and office administration. It is mandatory that these services are provided by the BOT and in no circumstances whatsoever may they be out-sourced from other unapproved providers.
5. It is also a requirement that all Branches submit regular and frequent accounts, which will be consolidated for annual submission to the Charities Commission and Companies House.
6. Core costs incurred by the BOT and agreed as a charge to Branches by the BOT will be apportioned according to the number of employees engaged by each Branch. The core costs are
a. overall administration linked to discharge of responsibilities to Companies House,
HMRC and the Charity Commission
b. accountancy fees
c. payroll administration
d. HR advice through Peninsula
7. Any other core costs subsequently identified by the BOT will be reviewed annually and apportioned equitably by the BOT as an annual charge to the Branches
8 The BOT has responsibility for the overall management of Insurance cover, will seek competitive quotes and will ensure that they are established on a like-for-like basis. Branches will be responsible for their proportion of the cost for making the appropriate payments.
9 SDA membership will be delegated to Branches for administration and treated as Branch income. The cost of membership will be decided annually by the BOT and will be consistently applied across all Branches.
10 Where gifts or legacies are made to the SDA and do not have a specific caveat to a Branch, or are not identifiable to a Branch through association with the donor, they will be apportioned across the Branches on the basis of the number of current memberships they hold at the time the gift is made.
11 Minutes of Branch Meetings must be copied to the other Branch Chairmen in addition to a copy being sent to the Company’s Head Office at 49 Fonnereau Road, Ipswich
Published on Thursday, August 21, 2008 by D R Denny (Board Chairman)
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