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.