The Memorandum of Association and Articles of Association are the two legal documents that control how the association is run.
MEMORANDUM OF ASSOCIATION OF
The Equine Podiatry Association (UK)
- The name of the Company (“the Association”) is The Equine Podiatry Association (UK).
- The registered office of the Association will be situated in England and Wales.
- The Association’s objects shall be: –
- to promote the role of Equine Podiatry in improving equine welfare and act as a body for the purposes of consultation in matters relating to hoof care and the science and application of Equine Podiatry.
- to maintain and publish a register of qualified Equine Podiatrists indicating level of qualification and to ensure that the general public can determine that the professionals they employ meet the standards of the association.
- to ensure that those included in the above mentioned register continue to develop their professional knowledge and skills and are up to date with latest developments in the field.
- to promote good practice and to set and maintain standards of professional conduct and competence in Equine Podiatry.
- to set and promote standards in education and training in the principles and practice of Equine Podiatry.
- to organise and maintain schemes for the regulation and discipline of the Association’s members in matters of professional conduct and provide a means of redress to those who feel that they have a professional grievance with a member of the Association.
- to encourage further evidence based research into Equine Podiatry and disseminate the results of that research.
- to obtain funding for the furtherance of the aims of the association by subscription or other appropriate means.
- to employ and pay any person or persons to supervise, organize, perform and advise on the work of the Association.
- to do all such other lawful things as shall further the above objects or any one of them.
- The Association shall have power to do all such things as are incidental or conducive to promoting the Objects, but without limitation, the following powers:
- 4.1 To employ persons, contractors and agents and to make payments of pensions and superannuation to employees and their dependants.
- 4.2 To erect, construct, enlarge, alter and maintain any shops, stores, factories, buildings, works, ways, plant and machinery necessary or subsidise their erection, construction, enlargement, alteration and maintenance.
- 4.3 To purchase, take on lease or exchange, hire or otherwise acquire and hold any interest in any land, buildings, easements, rights, privileges, concessions, patent rights, licenses, intellectual property of any kind.
- 4.4 To borrow, raise or secure the payment of money and to operate bank accounts.
- 4.5 To receive money on deposit or loan upon such terms as the Association may approve and to guarantee the obligations and contracts of clients and customers and others including members of the Association.
- 4.6 To draw, make, accept, endorse, negotiate, discount and execute promissory notes, bills of exchange, cheques and other negotiable instruments.
- 4.7 To make appeals for money and solicit subscriptions to the funds of the Association, accept interest free loans, donations and any gifts of real or personal property including those subject to any trust and/or conditions and to carry out any such trust and/or conditions.
- 4.8 To make any charitable donation either in cash or assets which the Association may deem expedient.
- 4.9 To enter into any partnership or joint venture with any company, organisation or person.
- 4.10 To establish or promote or concur in establishing or promoting any company, firm, co-operative or other organisation and to acquire and hold or dispose of shares, stock, securities or property issued by or any other obligations of such organisation.
- 4.11 To purchase or otherwise acquire and undertake all or any part of the business, property, assets, liabilities and transactions of any person, organisation or company.
- 4.12 To make, publish, supply, sell or deal in books, periodicals, audio, film and video recordings, and other publications in any other medium or any other educational or training materials or to give public lectures, hold public meetings or other seminars and presentations.
- 4.13 To obtain, acquire and purchase all permits, licenses or trademarks and other intellectual property rights appropriate to the aims of the association.
- 4.14 To sell, improve, manage, develop, turn to account, exchange, let or rent, grant easements, licenses and other rights in or over, and in any manner deal with or dispose of the undertaking and all or any of the property and assets for the time being of the Association for such money or money’s worth as the Association may think fit.
- 4.15 To do all such other lawful things as are necessary for the achievement of the objects.
- In carrying out the aforesaid objects the Association shall have regard to the physical, mental and social well being of its members and employees and may contribute from its profits in order to promote such charitable and philanthropic objectives as it sees fit.
- The income and property of the Association shall be applied in accordance with the objects and powers of the Association and no portion shall be paid or transferred directly or indirectly to the members of the Association except by way of payment in good faith of reasonable and proper wages, and repayments (including loans) of expenses to any member or employee of the Association in return for any services actually rendered to the Association.
- The liability of the members is limited.
- Every member of the Association promises to pay up to £1 towards the costs of dissolution and the liabilities incurred by the Association whilst they were a member, in the event of the same being wound up while they are a member or within one year after they cease to be a member.
- In the event of the dissolution or winding-up of the Association, after the satisfaction of all its debts and liabilities, the assets remaining shall not be distributed among the members but shall be transferred in the furtherance of the Objects to any organisation having objects similar to or compatible with the Objects 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 Association by virtue of Clause 6 above, as may be determined by a General Meeting, or in so far as the assets are not transferred, shall be held for charitable purpose. This clause 9 and clause 6 hereof may only be changed by a unanimous vote of all members at an Extraordinary General Meeting and section 17 of the Act shall not apply.
- Clauses in the Memorandum of Association except for clause 9 and clause 6 above may be altered by Special Resolution which is hereby defined as one passed by a majority of not less than 75% of the membership voting in person at an Extraordinary General Meeting of which not less than twenty-one clear days notice has been given specifying the purpose for which the meeting has been called.
- Words and expressions defined in the Articles have the same meanings in this Memorandum.
ARTICLES OF ASSOCIATION OF
The Equine Podiatry Association (UK)
- The Association shall be bound by the regulations contained in Table A and Table C of the Companies (Tables A-F) Regulations 1985 except where modified by these Articles. These regulations will be referred to in these Articles as Table A. In the case of any variation or inconsistency between these Articles and Table A, these Articles shall prevail.
- In these Articles:-
- “the Act” means the Companies Act 1985 and 1989 including any statutory amendments or re-enactment thereof for the time in force.
- “the Association” means the Company.
- “clear days” in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day on which it is to take effect.
- “Employee” means a person who is employed by the Association (whether full or part time) including a director of the Association
- “executed” includes any mode of execution.
- “the Council” means the board of directors of the Association.
- “Council Member” means a director.
- “Secretary” means the secretary of the Association or any other person appointed to perform the duties of the secretary of the Association, including a joint, assistant or deputy secretary.
- Unless the context otherwise requires, words or expressions contained in these regulations bear the same meaning as in the Act but excluding any statutory modification thereof not in force when these Articles became binding on the Association.
- The first members of the Association shall be the Subscribers to the Memorandum of Association.
- The Council shall create and maintain Membership Rules that specify requirements for membership of the Association in one or more classes.
- The Council shall appoint a Membership Officer responsible for membership. Every application for membership shall be considered by the Membership Officer within one month of the application being received. Any applicant who is refused admission to membership may appeal directly to the Council and the appeal shall be considered at the next meeting of the Council. The decision of the Council on admission to membership shall be final. When refusing any application for membership, the Membership Officer shall ensure that the applicant is aware of their right of appeal under the provisions of this Article.
- Any acceptance of an application for membership shall be conditional on payment by the applicant of the full amount of the membership subscription. The Council will from time to time set the membership subscription rate for each class of membership. No applicant shall be entered in the Register of Members unless and until such subscription has been received by the Association, unless the Council decides to waive the subscription in any particular case.
REGISTER OF MEMBERS
- The Association shall keep a Register of Members containing as a minimum the current name and address of every member, their current class of membership, the dates and types of any qualifications in Equine Podiatry, the date on which they became a member and the date on which they ceased to be a member. Every member shall either sign a written consent to become a member or sign the register of members. Members shall inform the Secretary of change of address.
CESSATION OF MEMBERSHIP
- A member shall cease to be a member immediately that he/she or it:
- ceases to fulfil any of the qualifications for membership as specified in the Membership Rules described in Article 5; or
- resigns in writing to the Membership Officer; or
- is expelled by a Special Resolution carried in accordance with Article 25 at an Extraordinary General Meeting called to consider the matter; or
- The rights and privileges of a member shall not be transferable or transmissible, and all such rights and privileges shall cease upon the member ceasing to be such.
- The Association shall in each calendar year hold an Annual General Meeting and shall specify the meeting as such in the notices calling it providing that every Annual General Meeting except the first shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting. The first Annual General Meeting of the Association shall be held within eighteen months of incorporation.
- The business of an Annual General Meeting shall include:
- 12.1 the receipt of the reports of the Chairperson and Council of the Association;
- 12.2 the consideration of audited accounts (if any) presented by the Council;
- 12.3 the election of the Council;
- 12.4 the appointment and the fixing of the remuneration of the Auditors (if any).
- All other business transacted at an Annual General Meeting shall be deemed Special. Ordinary General Meetings of the Association shall be held at annual intervals. But the Association in General Meeting may decide to hold a General Meeting more or less frequently.
- The Council may, whenever they think fit, convene an Extraordinary General Meeting of the Association, or any two members or ten percent of the membership, whichever is greater, may convene an Extraordinary General Meeting as provided by section 368 of the Act.
- An Annual General Meeting and a meeting called for the passing of a special resolution as described in Article 25 shall be called by giving at least twenty-one clear days’ notice. Any other General Meeting shall be called by giving at least fourteen clear days’ notice. Meetings may be called at shorter notice if the consents under the Act are obtained.
- Notice of every General Meeting shall be given in writing or in electronic form to every member of the Association and to the Auditors (if any) and shall be given personally, by sending it by post or email to them or their registered office or any address given by them for this purpose within the United Kingdom.
- The Notice shall specify the place and exact time of the meeting and the general nature of the business to be dealt with. In the case of an Annual General Meeting notice shall specify the meeting as such and in the case of an Extraordinary General Meeting the exact nature of the business to be raised at the meeting shall be specified.
- Where notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting the notice and to have been effected at the expiration of forty-eight hours after notice has been posted. Where notice is sent by email, service of the notice shall be deemed to be effected by properly addressing and sending the notice and to have been effected at the expiry of 12 hours after the notice has been sent.
- 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 proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
- Every member and such other persons as receive notice shall be entitled to attend and speak at a General Meeting.
- No business shall be transacted at a General Meeting unless a quorum of members is present in person or by proxy. 50% of members entitled to vote for the time being shall be the quorum.
- If within half an hour from the time appointed for the meeting a quorum is not present or if at any time during the meeting members shall leave such that a quorum is no longer present the meeting shall stand adjourned until the same day in the next week at the same time and same place, or otherwise as the Council Members 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.
- The Chairperson or in their absence some other Council Member nominated by the Council Members shall preside as Chair of the meeting, but if neither the Chairperson nor such other Council Member (if any) be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the members present shall elect one of their number to be Chairperson.
- The Chairperson 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 place to place but no business shall be transacted at an adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice shall be given as in the case of the original meeting. Otherwise it shall not be necessary to give any such notice.
- Decisions at General Meetings shall be made by passing resolutions:
- Decisions involving an alteration to Clause 6 and 9 of the Memorandum of Association and to Articles 63 and 64 and this Article 25 shall require the unanimous vote of all the members of the Company at an Extraordinary General Meeting testified by their signatures.
- The decisions involving an alteration to clauses of the Memorandum or Articles of Association, other than those specified, and other decisions so required from time to time by statute and by these Articles shall be made by a Special Resolution. A Special Resolution is here defined as one passed by a majority of not less than 75% of the members of the Association present and voting at an Extraordinary General Meeting.
- All other decisions shall be made by ordinary resolution requiring a simple majority, save where the Memorandum or Articles of Association or the Act (or any other statute or regulation) require otherwise.
- At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands or other suitable signal unless a poll is, before or upon the declaration of the result of the show of hands or other suitable signal, demanded by:
- the Chairperson, or
- by a member or members representing not less than one tenth of the total voting rights of all the members having the right to vote at the meeting.
- Unless a poll be so demanded a declaration by the Chairperson that a resolution has been carried or lost and an entry to that effect in the minutes of the proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the resolution. The demand for a poll may be withdrawn.
- If a poll is duly demanded it shall be taken in such a manner as the Chairperson of the meeting directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting which it is demanded. In any other case at least seven clear days’ notice shall be given specifying the time and place at which the poll is to be taken. A poll may be organised by way of a ballot, postal ballot or appropriate electronic means by the Council who shall send out notice of the ballot with the Notice of the General Meeting.
- Votes may be given personally or by proxy appointed by the member.
- Each Full Member as defined in the Membership rules or a proxy appointed by such a Full Member shall have one vote at a General Meeting. No other members shall be entitled to vote at a General Meeting.
- In the case of an equality of votes the Chair shall have a second or casting vote.
- The business of the Association shall be managed by a Council which shall be accountable to the members.
- The initial Council Members of the Association shall be appointed by the subscribers to the Memorandum of Association, and shall serve no more than one year. At the first Annual General Meeting following this period all of the Council Members shall retire and may offer themselves for re-election.
- Annually, one third of the Council, being those Council Members longest in office since their last election, shall retire and stand for re-election by the members at the Annual General Meeting of the Association. If there is a choice between Council Members of equal service retiring it shall be made by such means as shall be determined by the Council Members. Retiring members shall be eligible for re-election without further nomination.
- Invitations for nominations for the position of Council Member will be sent to all members with the notice of the Annual General Meeting. Completed nominations will be accepted up to seven days before the date of the meeting. All nominations require the signature of the nominated person and the signature of a proposor and seconder all of which shall be members of the Association.
- Only Full Members as defined in the Membership Rules are eligible for nomination and election to the Council.
- Unless otherwise determined by the Association in General Meeting the number of Council Members shall be not less than 3 and not more than 9.
- The Council Members may at any time co-opt any member to the Council, provided that the maximum number prescribed in Articles 37 is not exceeded and that no more than three such co-options shall be made between one Annual General Meeting and the next. All persons so co-opted shall retire at the Annual General Meeting following their co-option but shall be eligible to be re-appointed thereafter.
- The Council shall choose a chairperson from the elected Council Members at each Annual General Meeting who shall preside at all General Meetings and meetings of the Council.
PROCEEDINGS OF THE COUNCIL
- The Council may meet together for business, adjourn and otherwise regulate their meetings as they think fit and questions arising at any meeting shall be decided by a majority of votes.
- In the case of an equality of votes the Chairperson shall have a second or casting vote.
- A Council Member may, and the Secretary shall on the instruction of the Council, summon a meeting of the Council at any reasonable time. A meeting of the Council may be held either in person or by suitable electronic means agreed by the Council Members in which all Council Members may communicate with all other Council Members.
- The quorum necessary for the transaction of business of the Council shall be 60% of the Council Members.
- If the Council shall at any time be reduced in number to less than the minimum prescribed in Article 37, it may act as the Council for the purpose of filling up vacancies in their body or summoning a General Meeting of the Association, but no other purpose.
- The Chairperson or in their absence some other Council Member nominated by the Council shall preside as Chairperson of the meeting, but if neither the Chairperson nor such other Council Member (if any) be present within fifteen minutes after the time appointed for holding the meeting, the Council shall elect one of their number to be Chairperson.
- The Council shall cause proper minutes to be made of the proceedings of all meetings of the Association, of the Council and any sub-committees and of all business transacted at such meetings. All such minutes shall be open to inspection by any member of the Association during the Association’s normal working hours and by any other person authorised by the Association in General Meeting.
- A resolution in writing signed by all Council Members for the time being who are entitled to vote shall be valid and have the same effect as if it had been passed at a meeting of the Council and may consist of several documents in like form signed by one or more Council Members.
POWERS OF THE COUNCIL
- The business of the Association shall be managed by the Council who may exercise all such powers of the Association as may be exercised and done by the Association and as are not by the Act or by these Articles required to be exercised or done by the Association in General Meeting.
- No regulation made by the Association in General Meeting shall invalidate any prior act of the Council which would have been valid had that regulation not been made.
- The Council may exercise all the powers of the Association to borrow money and to mortgage or charge its undertaking and property or any part thereof and to issue debentures and other securities whether outright or as security for any debt, liability or obligation of the Association or of any third party.
- The Council may delegate any of its powers to sub-committees consisting of such persons as it thinks fit whether or not they are members of the Association. Any sub-committee so formed shall conform to any regulations that may be imposed on it by the Council.
- The Council Members of the Association will appoint two named Council Members or a Council Member and the Secretary to sign on behalf of the Association any legal documents including leases where signatures are required in the execution of the Association’s powers.
DISQUALIFICATION AND REMOVAL OF COUNCIL MEMBERS
- The office of a Council Member shall be immediately vacated if he/she:
- ceases to be a Council Member by virtue of any provision of the Act or become prohibited by law from being a Council Member; or
- becomes bankrupt or make any arrangement or composition with their creditors generally; or
- is, or may be, suffering from mental disorder and either;
- is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or
- an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for their detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to their property or affairs; or
- resigns their office by notice to the Association; or
- shall for more than four consecutive meetings have been absent without permission of the Council from meetings of Council Members held during that period and the Council Members resolve that his/her office be vacated; or
- is removed from office by resolution of the Association in General Meeting in accordance with Section 303 of the Act.
REMUNERATION OF COUNCIL MEMBERS
- Any remuneration of Council Members shall only be in respect of services actually rendered to the Association, subject to the provisions of Clause 6 of the Memorandum of Association, including the payment of fair and proper wages in the case of Council Members employed by the Association. Council Members may also be paid all reasonable expenses incurred by them in attending and returning from meetings of Council Members or General Meetings of the Association or in connection with the business of the Association
SECRETARY AND OTHER EXECUTIVE OFFICERS
- Subject to the provisions of the Act, the secretary and other executive officers shall be appointed by the Council for such term, at such remuneration and upon such conditions as they may think fit, and any secretary or executive officer so appointed may be removed by them.
- The Council shall cause proper books of account to be kept with respect to:
- All sums of money received and expended by the Association and the matters in respect of which the receipt and expenditure takes place.
- All sales and purchases of goods and/or services by the Association, and
- The assets and liabilities of the Association.
- Proper books shall be deemed to be kept if they give a true and fair record of the state of the Association’s affairs and explain its transactions.
- The books of account shall be kept at the registered office of the Association or at such other places as the Council think fit, and shall always be open to the inspection of all members of the Association upon approval of the Council during normal working hours and by such other persons authorised by the Association in General Meeting.
- The Council shall from time to time in accordance with their statutory obligations cause to be prepared and laid before the Association in General Meeting such income and expenditure accounts, balance sheets and reports as are required by statute.
APPLICATION OF SURPLUS
- The surplus funds of the Association shall be applied in the following ways, in such proportions and in such a manner as may be recommended by the Council and approved at the Annual General Meeting:
- to creating a general reserve for the continuation and development of the Association;
RULES OR BYE LAWS
- The Council may from time to time make such Rules or Bye Laws as they may deem necessary for the proper conduct and management of the Association. The Association in General Meeting shall have power to alter or repeal the Rules or Bye Laws and to make additions thereto and the Council shall adopt such means as they deem sufficient to bring to the notice of members of the Association all such Rules or Bye Laws, which so long as they shall be in force, shall be binding on all members of the Association. Provided, nevertheless, that no Rule or Bye Law shall be inconsistent with, or shall affect or repeal anything contained in the Memorandum or Articles of the Association.
- Every member, Council Member, Secretary, auditor (if any) and other officer for the time being of the Association shall be indemnified out of the assets of the Association against any losses or liabilities incurred by him/her in or about the execution or discharge of the duties of her/his office subject to the provisions of section 310 of the Act, except to the extent that such losses or liabilities shall be attributable to:
- fraud or other matters in respect of which the member concerned shall be convicted of a criminal offence; or
- negligence; or
- actions knowingly beyond the scope of a specific authority or limit thereon on the part of the person in question.
- Clause 9 of the Memorandum of Association relating to the winding up and dissolution of the Association shall have effect as if the provisions thereof were repeated in these Articles.
AMENDMENT TO ARTICLES
- The provisions of these Articles of Association may only be amended by a Special Resolution passed in accordance with Article 25 except those otherwise specified. All amendments shall be registered with the Registrar of Companies.