COMPANIES (
A COMPANY LIMITED BY
GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF
ASSOCIATION OF
YOUTH
AND FAMILY JUDGES AND MAGISTRATES ASSOCIATION (
1. In these regulations:-
"the Order" means the
Companies (
"the articles" means the
articles of 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 for which it is given or on which it
is to take effect;
"executed" includes any
mode of execution;
"office" means the
registered office of the Company;
"the seal" means the
common seal 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
Unless the context otherwise requires,
words or expressions contained in these regulations bear the same meaning as in
the Order but excluding any statutory modification thereof not in force when
these regulations become binding on the Company.
2. The Company is established for the purposes comprised in the
Memorandum of Association.
3. 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.
No person shall be admitted a member of the Company and be entitled to
vote at general meetings unless he is:
(a) approved
by the Council of the International Association of Youth and Family Judges and
Magistrates of Geneva, Switzerland; and
(b) approved
by the directors; and
(c) approved
by not less than two‑thirds of the members of the Company present at the
next following general meeting of members and having the right to vote.
Every person who wishes to become a
member shall deliver to the Company an application for membership, in such form
as the directors require, executed by him.
4. A
member may at any time withdraw from the Company by giving at least seven clear
days' notice to the Company. Membership
shall not be transferable and shall cease on death or on the dissolution,
winding up or striking off the Register in the case of a partnership,
unincorporated association or corporation as the case may be. A member may be removed from the Company
by a resolution requiring his removal passed by not less than two‑thirds
of the members of the Company present at a general meeting of members and
having the right to vote, but so that no such removal shall be effected without
seven days prior notice in writing being given by the Company to such member
and no reason need be given for such removal.
5. An annual general meeting of the Company shall be held not
more than 18 months after the registration of the Company and subsequently once
in every year at such time (not being more than 15 months after the
holding of the preceding annual general meeting) and place as may be determined
by the directors. All general meetings
other than annual general meetings shall be called extraordinary general
meetings.
6. The directors may call general meetings and, on the
requisition of members pursuant to the provisions of the Order, shall forthwith
proceed to convene an extraordinary general meeting for a date not later than
eight weeks after receipt of the requisition.
If there are not within the
7. An annual general meeting and an extraordinary general
meeting called for the passing of a special resolution or a resolution
appointing a person as a director shall be called by at least twenty-one clear
days' notice. All other extraordinary
general meetings shall be called by at least fourteen clear days' notice but a
general meeting may be called by shorter notice if it is so agreed:-
(a) in the case of an annual general meeting, by all the members
entitled to attend and vote thereat; and
(b) in the case of any other meeting by a majority in number of
the members having a right to attend and vote being a majority together holding
not less than ninety-five per cent of the total voting rights at the meeting of
all the members.
The notice shall specify the time
and place of the meeting and the general nature of the business to be
transacted and, in the case of an annual general meeting, shall specify the
meeting as such.
The notice shall be given to all the
members and to the directors and auditors.
8. 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
9. No business shall be transacted at any meeting unless a
quorum is present. Five persons entitled
to vote upon the business to be transacted, each being a member, a proxy for a
member or a duly authorised representative of a partnership, corporation or
unincorporated association, shall be a quorum.
10. If such a quorum is not present within half an hour from the
time appointed for the meeting, or if during a meeting such 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 day, time and place as the directors may
determine.
11. The chairman, if any, of the board of directors or in his
absence some other director nominated by the directors shall preside as
chairman of the meeting, but if neither the chairman nor such other director
(if any) be present within fifteen minutes after the time appointed for holding
the meeting and willing to act, the directors present shall elect one of their
number to be chairman and, if there is only one director present and willing to
act, he shall be chairman.
12. If no director is willing to act as chairman, or if no
director 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 act as chairman.
13. A director shall, notwithstanding that he is not a member, be
entitled to attend and speak at any general meeting.
14. 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.
15. A resolution put to the vote of a meeting shall be decided on
a show of hands unless before, or on the declaration of, the show of hands a
poll is duly demanded -
(a) by the chairman; or
(b) by at least two members having the right to vote at the
meeting; or
(c) 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;
and a demand by a person as proxy
for a member shall be the same as a demand by the member.
16. Unless
a poll is duly demanded, a declaration by the chairman that a resolution has
been 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.
17. The demand for a poll may, before the poll is taken, be
withdrawn but only with the consent of the chairman and a demand so withdrawn shall
not be taken to have invalidated the result of a show of hands declared before
the demand was made.
18. A poll shall be taken as the chairman directs and he may
appoint scrutineers (who need not be members) and fix a time and place for
declaring the result of the poll. The
result of the poll shall be deemed to be the resolution of the meeting at which
the poll was demanded.
19. In the case of an equality of votes, whether on a show of
hands or on a poll, the chairman shall be entitled to a casting vote in
addition to any other vote he may have.
20. A poll demanded on the election of a chairman or on a question
of adjournment shall be taken forthwith.
A poll demanded on any other question shall be taken either forthwith or
at such time and places as the chairman directs not being more than thirty days
after the poll is demanded. The demand
for a poll shall not prevent the continuance of a meeting for the transaction
of any other business other than the question on which the poll was
demanded. If a poll is demanded before
the declaration of the result of a show of hands and the demand is duly
withdrawn, the meeting shall continue as if the demand had not been made.
21. 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 at 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.
22. A resolution in writing executed by or on behalf of each
member who would have been entitled to vote upon it, if it had been proposed at
a general meeting at which he was present, shall be as effectual as if it had
been passed at a general meeting duly convened and held and may consist of
several instruments in the like form each executed by or on behalf of one or
more members.
23. On a show of hands, every member (or being a partnership,
corporation or unincorporated association is present by a duly authorised
representative, not being himself a member entitled to vote) present in person
at a general meeting shall have one vote.
On a poll every member present in person or by proxy shall have one
vote.
24. 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 or on a
poll, by his controller, receiver, curator bonis or other person authorised in
that behalf appointed by that court, and any such controller, receiver, curator
bonis or other person may, on a poll, vote by proxy. Evidence to the satisfaction of the directors
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.
25. 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 chairman whose decision shall be final and conclusive.
26. An instrument appointing a proxy shall be in writing, executed
by or on behalf of the appointor and 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 directors may approve) –
"Youth and Family
Judges and Magistrates 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) on my/our behalf at the annual/extraordinary
general meeting of the Company to be held on 20 ,
and at any adjournment thereof.
Signed on 20 ."
27. 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 directors may approve) -
"Youth and Family
Judges and Magistrates 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 20 , 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 this day of 20 ."
28. 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 manner approved by the directors may -
(a) 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; or
(b) in the case of a poll taken more than 48 hours after it is
demanded, be deposited as aforesaid after the poll has been demanded and not
less than 24 hours before the time appointed for the taking of the poll; or
(c) where the poll is not taken forthwith but is taken not more
than 48 hours after it was demanded, be delivered at the meeting at which the
poll was demanded to the chairman or to the secretary or to any director;
and an instrument of proxy which is
not deposited or delivered in a manner so permitted shall be invalid.
29. A
vote given or poll demanded by proxy or by the duly authorised representative
of a corporation 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 at the office or at such other place at
which the instrument of proxy was duly deposited before the commencement of the
meeting 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.
30. Any partnership, corporation or unincorporated association
which is a member of the Company may by resolution of its partners, directors
or other governing body authorise such person as it thinks fit to act as its
representative at any meeting of the Company, and the person so authorised
shall be entitled to exercise the same powers on behalf of his partnership,
corporation or unincorporated association which he represents as that partnership,
corporation or unincorporated association could exercise if it were an
individual member of the Company.
31. Unless otherwise determined by ordinary resolution, the number
of directors shall not be subject to any maximum but shall be not less than
five.
POWERS
OF DIRECTORS
32. Subject to the provisions of the Order, 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 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 by this regulation 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 powers exercisable by the directors.
33. The directors 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, including authority for the agent to delegate all
or any of his powers.
34. The directors may delegate any of their powers to any
committee consisting of such persons as they think fit. They may also delegate to any person holding
any executive office such of their powers as they consider desirable to be
exercised by him. Any such delegation
may be made subject to any conditions the directors may impose, and either
collateral, with or to the exclusion of their own powers and may be revoked or
altered. Subject to any such conditions,
the proceedings of a committee with two or more members shall be governed by
the articles regulating the proceedings of directors so far as they are capable
of applying.
35. The first directors shall be appointed in writing by a
majority of the subscribers to the Memorandum of Association. The term of office of a director shall
continue until the conclusion of the annual general meeting next following his
appointment as a director or until he resigns earlier or is removed in
accordance with the articles, whichever occurs first, provided that a director
who retires at an annual general meeting may be reappointed a director in
accordance with the articles.
36. No person, other than a director who retires at an annual
general meeting, shall be appointed or reappointed a director at any general
meeting unless -
(a) he is
approved by the Council of the International Association of Youth
and Family Judges and Magistrates of Geneva, Switzerland; and either
(b) (i) he is recommended by the
directors; or
(ii) not
less than fourteen nor more than thirty-five 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 he
were so appointed or reappointed, be required to be included in the Company's
register of directors, together with notice executed by that person of his
willingness to be appointed or reappointed.
37. If
the Company, at the annual general meeting at which a director retires, does
not fill the vacancy, the retiring director shall, if willing to act, be deemed
to have been reappointed unless at such meeting it is resolved not to fill the
vacancy or unless a resolution for the reappointment of the director is put to
such meeting and lost.
38. Not less than seven nor more than twenty-eight clear days
before the date appointed for holding a general meeting notice shall be given
to all who are entitled to receive notice of the meeting of any person 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 him at the meeting for appointment or reappointment as
a director. The notice shall give the
particulars of that person which would, if he were so appointed or reappointed,
be required to be included in the Company's register of directors.
39. 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.
40. 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. A director so appointed shall
hold office only until the next following annual general meeting. If not reappointed at such annual general
meeting, he shall vacate office at the conclusion thereof.
41. Subject as aforesaid, a director who retires at an annual
general meeting may, if willing to act, be reappointed. If he is not reappointed, he shall retain
office until the meeting appoints someone in his place, or if it does not do
so, until the end of the meeting.
42. The office of a director shall be vacated if -
(a) he ceases to be a director by virtue of any provision of the
Order or he becomes prohibited by law from being a director; or
(b) he becomes bankrupt or makes an arrangement or composition
with his creditors generally; or
(c) he is, or may be, suffering from mental disorder and either -
(i) he is detained for treatment within the meaning of
Article 12(5) of the Mental Health (
(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 controller, 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; or
(e) he 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 his office be vacated; or
(f) a resolution requiring his removal from office has been
passed by the members of the Company in general meeting in accordance with
Article 311 of the Order.
(g) a
notice issued by the International Association of Youth and Family Judges and
Magistrates requiring his removal from office has been communicated in writing
to the Company but so that no such removal shall be effected without the
notification of such removal being given to the person to be removed at least
seven days prior to his removal and no reason need be given for such removal.
43. The
directors shall be entitled to remuneration and expenses from the Company only
in accordance with the provisions of the Order and the Memorandum of
Association of the Company.
44. The directors may not be appointed to any office of the
Company or be employed as an employee of the Company.
45. Subject to the provisions of the Order and the Memorandum of
Association, and provided that he has disclosed to the directors the nature and
extent of any material interest of his, a director notwithstanding his
office -
(a) may be a party to, or otherwise interested in, any
transaction or arrangement with the Company or in which the Company is
otherwise interested;
(b) may be a director or other officer of, or employed by, or a
party to any transaction or arrangement with, or otherwise interested in, any
body corporate promoted by the Company or in which the Company is otherwise
interested; and
(c) shall not, by reason of his office, be accountable to the
Company for any benefit which he derives from any such office or employment or
from any such transaction or arrangement or from any interest in any such
transaction or arrangement or from any interest in any such body corporate and
no such transaction or arrangement shall be liable to be avoided on the ground
of any such interest or benefit.
46. For
the purposes of Article 45. -
(a) a general notice given to the directors that a director is to
be regarded as having an interest of the nature and extent specified in the
notice in any transaction or arrangement in which a specified person or class
of persons is interested shall be deemed to be a disclosure that the director
has an interest in any such transaction of the nature and extent so specified;
and
(b) an interest of which a director has no knowledge and of which
it is unreasonable to expect him to have knowledge shall not be treated as an
interest of his.
47. Subject
to the provisions of the articles, the directors may regulate their proceedings
as they think fit. A director may, and
the secretary at the request of a director shall, call a meeting of the
directors. It shall be necessary to give
notice of a meeting to a director 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.
48. The quorum for the transaction of the business of the
directors may be fixed by the directors and unless so fixed at any other number
shall be four.
49. The continuing directors, or a sole continuing director may
act notwithstanding any vacancies in their number, but, if the number of
directors is less than the number fixed as the quorum, the continuing directors
or director may act only for the purpose of filling vacancies or of calling a
general meeting.
50. The directors may appoint one of their number to be the
chairman of the board of directors and may at any time remove him from that
office. Unless he is unwilling to do so,
the director so appointed shall preside at every meeting of directors at which
he is present. But if there is no
director holding that office, or if the director holding it is unwilling to
preside or is not present within five minutes after the time appointed for the
meeting, the directors present may appoint one of their number to be chairman
of the meeting.
51. All acts done by a meeting of directors, or of a committee
appointed under Article 34., or by a person acting as 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 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 a director and had been entitled to vote.
52. A resolution in writing signed by all the directors entitled
to receive notice of a meeting of directors or of a committee of directors
shall be as valid and effectual as if it had been passed at a meeting of
directors or (as the case may be) a committee of directors duly convened and
held and may consist of several documents in the like form each signed by one
or more directors.
53. Save as otherwise provided by the Articles, a director shall
not vote at a meeting of directors, or of a committee of directors on any
resolution concerning a matter in which he has, directly or indirectly, an
interest or duty which is material and which conflicts or may conflict with the
interests of the Company, unless his interest or duty arises only because the
case falls within one or more of the following paragraphs -
(a) the resolution relates to the giving to him of a guarantee,
security, or indemnity in respect of money lent to, or an obligation incurred
by him for the benefit of, the Company or any of its subsidiaries;
(b) the resolution relates to the giving to a third party of a
guarantee, security or indemnity in respect of an obligation of the Company or
any of its subsidiaries for which the director has assumed responsibility in
whole or part and whether alone or jointly with others under a guarantee or
indemnity or by the giving of security;
(c) his interest arises by virtue of his subscribing or agreeing
to subscribe for any debentures of the Company or any of its subsidiaries, or
by virtue of his being, or intending to become, a participant in the
underwriting or sub-underwriting of an offer of any such debentures by the
Company or any of its subsidiaries for subscription, purchase or exchange;
(d) the resolution relates in any way to a retirement benefits
scheme which has been approved, or is conditional upon approval, by the Board
of Inland Revenue for taxation purposes.
For the purposes of this regulation,
an interest of a person who is, for any purpose of the Order (excluding any
statutory modification thereof not in force when this regulation becomes
binding on the Company), connected with a director shall be treated as an
interest of the director.
54. A
director shall not be counted in the quorum present at a meeting in relation to
a resolution on which he is not entitled to vote.
55. The Company may by ordinary resolution suspend or relax to any
extent, either generally or in respect of any particular matter, any provision
of the Articles prohibiting a director from voting at a meeting of directors or
of a committee of directors.
56. If a question arises at a meeting of directors or of a
committee of directors as to the right of a director to vote, the question may,
before the conclusion of the meeting, be referred to the chairman of the
meeting and his ruling in relation to any director other than himself shall be
final and conclusive.
57. Subject to the provisions of the Order, the secretary shall be
appointed by the directors for such term, at such remuneration and upon such
conditions as they may think fit; and any secretary so appointed may be removed
by them.
58. The directors shall cause minutes to be made in books kept for
the purpose -
(a) of all appointments of officers made by the directors; and
(b) 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.
59. The
seal shall only be used by the authority of the directors or of a committee of
directors authorised by the directors.
The directors may determine who shall sign any instrument to which the
seal is affixed and unless otherwise so determined it shall be signed by a
director and by the secretary or by a second director.
60. No member shall (as such) have any right of inspecting any
accounting records or other book or document of the Company except as conferred
by statute or authorised by the directors or by ordinary resolution of the
Company.
61. Any notice to be given to or by any person pursuant to the
Articles shall be in writing, except that a notice calling a meeting of the
directors need not be in writing.
62. 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 his
registered address or by leaving at that address. A member whose registered address is not
within the
63. 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.
64. Proof that an envelope containing a notice was properly
addressed, prepaid and posted shall be conclusive evidence that the notice was
given. A notice shall be deemed to be
given at the expiration of 48 hours after the envelope containing it was
posted.
65. Subject to the provisions of the Order, but without prejudice
to any indemnity to which a director may otherwise be entitled, every director
or other officer or auditor of the Company shall be indemnified out of the
assets of the Company against any liability incurred by him in defending any
proceedings, whether civil or criminal, in which judgment is given in his
favour or in which he is acquitted or in connection with any application in
which relief is granted to him by the court from liability for negligence,
default, breach of duty or breach of trust in relation to the affairs of the
Company.