Articles of Association of Student Activities Safety Association
GENERAL
1. In these presents the words standing in the first column of the Table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context- Words Meanings
The Act The Companies Act 1985 and every statutorymedication and re-enactment thereof for the time being in force.
These Articles These Articles of Association, and the regulations of the Association from time to time in force.
Institutions Universities, Colleges and other institutions of further and higher education.
The Association The above named Company.
The Committee The Governing Body for the time being of the
Association.
The Office The registered office of the Association.
The United Kingdom Great Britain and Northern Ireland
Month Calendar month
In writing Written, printed or lithographed, or partly one
and partly another, and other modes or
representing or producing words in a visible form.
Clear days In relation to a period of notice means that
period excluding the day when the notice is given
and the day for which it is given or on which it is
to take effect.
Any words importing the singular number only shall include the plural number and vice versa. Words importing the masculine gender only shall include the feminine gender, and words importing shall include corporations. Subject as aforesaid, any words or expressions defined in the Act shall if not inconsistent with the subject or context, bear the same meaning in the Articles.
2. The Association is established for the purposes expressed in the Memorandum of Association.
MEMBERSHIP
3. The subscribers to the Memorandum of Association and such other persons as the Committee shall admit to membership in accordance with the Articles shall be members of the Association. No person shall be admitted as a member of the Association unless the Committee approves him. Every person who wishes to become a member shall deliver the Association an application for membership in such form as the Committee requires executed by him and pay such reasonable membership fees as the committee requires from time to time.
4. A member may at any time withdraw from the Association by giving at least seven clear day’s notice to the Association. Membership shall not be transferable and shall cease on death and no part of any membership fee shall be reimbursed in such circumstances.
5. Membership will normally only be open to a person who is a citizen of the United Kingdom or has an unrestricted right to reside in the United Kingdom. In exceptional circumstance the Committee may grant membership to a person who does not meet the above requirements.
6. Categories of membership. a) Individual Membership shall be open to individuals with an interest in the achievement of the aims of the Association. b) Institution Membership, which shall be open to departments, units, or institutions; the principal professional duties of the staff of such institutions shall require the achievements of the aims of the Association.
7. The Committee has the absolute right to suspend or withdraw membership of the Association from or apply other sanctions or conditions to any member or members at any time for any of the following reasons subject only the application of such disciplinary procedures and rights of appeal as the Committee may from time to time determine and publish. In exceptional circumstances the Chairperson has the power to suspend a member of the Association for a period not exceeding three months or until the next Committee meeting, whichever shall be the sooner. a) Failure to pay the annual subscription for the appropriate category of membership within such time as the Committee may determine or failing to maintain appropriate civil liability insurance, making due allowance for contingencies or special circumstance which may affect payment. b) Any act contrary to any Code of Conduct which the Committee may from time to time issue which in the judgement of the Committee is sufficiently serious or persistent to warrant suspension or expulsion from membership. c) Any other act or omission which in the judgement of the Committee is detrimental to the Association or has brought or is likely to bring the Association into disrepute and in the judgement of the Committee is sufficiently serious or persistent as to warrant suspension or expulsion from membership.
GENERAL MEETINGS
8. Unless the Association has elected by Elective Resolution to dispense with the holding of Annual General Meetings the Associations shall hold a General Meeting in every calendar year as its Annual General Meeting at such time and place as may be determined by the Committee, and shall specify the meeting as such in the notices calling it, provided that every Annual General Meeting except the first shall be held not more than fifteen months after the holding of the last.
9. All General Meetings, other than Annual General Meetings, shall be called Extraordinary Meetings.
10. The Committee may whenever they think fit convene an Extraordinary General Meeting. The Secretary shall convene an Extraordinary General Meeting on receipt of a written request for such a meeting signed by at least one quarter of the membership at the time that the Secretary receives the request.
11. Twenty-one clear days notice in writing at least of every Annual General Meeting or Extraordinary General Meeting, specifying the place, the day and the hour of the meeting and in the case of special business the general nature of the business of that meeting, shall be given in the manner hereinafter mentioned to all members of the Association and other such persons as are entitled under the Act to receive such notices.
12. The accidental omission to give notice of a meeting to, the nonreceipt of such notice by, any person entitled to receive notice thereof shall not invalidate any resolution passed, or proceeding hard, at any meeting.
PROCEEDINGS AT GENERAL MEETINGS
13. All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all that is transacted at an Annual General Meeting shall also be deemed special, with the exception of the consideration of the income and expenditure account and balance sheet, the reports of the Committee and of the Auditors and the results of election to the Committee.
14. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Six members personally present shall be a quorum.
15. If within one hour from the time appointed for the holding of a General Meeting a quorum is not present, the meeting will be dissolved or adjourned on the decision of the Committee to the time and place and they shall determine.
16. The Chairperson of the Association shall preside at every General Meeting, but if there is no such Chairperson, or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to preside, the members present shall chose some member of the Committee, or failing that some member of the Association who is present, to take the chair.
17. The Chairperson may, with the consent of any 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 any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid, the members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting.
18. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is, before or upon declaration of the result of the show of hands, demanded by the Chairperson or by at least two members present in person or by proxy,* or by a member or members present in person or by proxy and representing one-tenth of the total voting rights of all the members having the right to vote at the meeting, and unless a poll be so demanded a declaration by the Chairperson of the meeting 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 minute book of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of an against that resolution. The demand for a poll may be withdrawn.
19. Subject to the provisions of Article 20, if a poll be demanded in manner aforesaid, it shall be taken at such time and place, and in such manner, as the Chairperson of the meeting shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
20. No poll shall be demanded on the election of a Chairperson of a meeting, or on any question of adjournment.
21. In case of an equality of votes, whether on a show of hands or on a poll, the Chairperson of the meeting shall be entitled to a second casting vote.
22. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a
poll has been demanded.
23. Subject to the provisions of the Act a resolution in writing signed by all the members for the time being entitled to receive notice of and to attend and vote at General Meetings shall be as valid and effective as if the same had been passed at a General Meeting of the Association duly convened and held.
24. Subject as hereinafter provided, every member/institution shall have one vote.
25. Save as herein expressly provided, no member other than a member duly registered, who shall have paid every subscription and other sum (if any) which shall by due and payable to the Association in respect of his membership, shall be entitled to vote on any question either personally or by proxy, or as a proxy for another member, at any General Meeting.
26. No objection shall be raised to the qualification of any except at the meeting or adjourned meeting at which the vote objected to is tendered, and every voter not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the Chairperson whose decision shall be final and conclusive.
27. Votes may be given on a poll either personally or by proxy. On a show of hands a member present only be proxy shall have no vote. A proxy
need not be a member.
28. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if such appointer is a corporation under its common seal, if any, and, if none, then under the hand of some officer duly authorised in that behalf.
29. The instrument appointing a proxy must be delivered to the Office not less than twenty-four hours before the General Meeting or be delivered up at the General Meeting.
30. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of the death, insanity or revocation as aforesaid shall have been received at the Office before the commencement of the meeting or adjourned meeting at which the proxy is used.
31. Any instrument appointing a proxy shall be in the following form or as near thereto as circumstances will admit-
“I,
“of
“a member of
“hereby appoint
“of
“and failing him,
“of
“as my proxy to vote for me on my behalf at the
“[Annual Extraordinary,] General Meeting of the
“Association to be held on
“20 , and at any adjournment thereof.
“Signed on 20 .”
The instrument appointing a proxy shall be deemed to confer authority
to demand or join in demanding a poll.
COMMITTEE
32. Until otherwise determined by a General Meeting, the number of the members of the Committee shall not be less than five no more than ten.
33. The Committee shall consist of the Chairperson, Secretary, Treasurer, and two ordinary members.
34. The Committee may from time to time and at any time appoint any member of the Association as a member of the Committee, either to fill a casual vacancy or by way addition to the Committee, provided that the prescribed maximum shall not thereby be exceeded.
ELECTION OF THE COMMITTEE
35. The elected officers of the Association shall be:-
-the Chairperson
-the Secretary
-the Treasurer
-two Ordinary Committee Members
In the event of two or more nominations being received for any or each of the posts of the Chairperson, Secretary, Treasurer and two Ordinary Committee Members voting shall be ballot of all members or by a vote at the Annual General Meeting, as decided by the committee. All positions shall be held for one year after which term they may stand re-election.
POWERS OF THE COMMITTEE
36. The business of the Association shall be managed by the Committee who may pay all such expenses of, and preliminary and incidental to, the promotion, formation, establishment and registration of the Association as they think fit, and may exercise all such powers of the Association, and do on behalf of the Association all such acts as may be exercised and done by the Association, and as are not by the Act or by the Articles required to be exercised or done by the Association in General Meeting, subject nevertheless to any regulations of the Articles, to the provisions of the Act and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Association in General Meeting; but no regulation made by the Association in General Meeting shall invalidate any prior act of the Committee which would have been valid if such regulation had not been made.
37. The members for the time being of the Committee may act notwithstanding any vacancy in their body; provided always that in case the members of the Committee shall at any time be or be reduced in number to less than three.
38. The office of a member of the committee shall be vacateda) If he becomes bankrupt or makes any arrangements or composition with his creditors generally.
b) If he becomes of unsound mind.
c) If he ceases to be a member of the Association.
d) If by notice in writing to the Association he resigns his office.
e) If he ceases to hold office by virtue of any provision of the Act
or he becomes prohibited by law from being a Director of a
Company.
f) If a resolution to that effect is passed at a General Meeting.
PROCEEDINGS OF THE COMMITTEE
39. The Committee may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. A quorum of the Committee shall comprise of three members.
40. The Committee has the power to co-opt additional non-voting members.
41. The Committee shall meet not less than three times per annum. On the request of not less than two members of the Committee the Secretary shall, at any time, summon a meeting of the Committee by notice served upon the several members of the Committee.
42. The Chairperson of the Association will normally take the Chair at meetings of the Committee, but if he is unable or unwilling to attend, the Committee may elect one of their number to act as Chairperson.
43. A meeting of the Committee at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the regulation of the Association for the time being vested in the Committee generally.
44. All acts bona fide done by any meeting of the Committee or of any committee of the Committee, or by any person acting as a member of the Committee, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a member of the Committee.
45. The Committee shall cause proper records to be kept of all Written Resolutions (and of the signatures). The Committee shall cause proper minutes to be made of all the appointments of officers made by the Committee and of the proceedings of all meetings of the Association and of the Committee and of committees of the Committee, and all business transacted at such meetings. All such records (and signatures) and minutes shall be entered in books provided for the purpose. Any such record purporting to be signed by a member of the Committee or by Secretary shall be evidence of the proceedings in agreeing to the Written Resolution and until the contrary is proved the requirements of the Act with respect to those proceedings shall be deemed to be complied with. Any such minutes of any meeting if purporting to be signed by the Chairperson of such meeting, or by the Chairperson of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.
46. A resolution in writing signed by all the members for the time being of the Committee or of any of committee of the Committee who are entitled to receive notice of a meeting of the Committee or of such committee shall be as valid and effectual as if it has been passed at a meeting of the Committee or of such committee duly convened and constituted.
ACCOUNTS
47. The Committee shall cause accounting records to be kept in accordance with the requirements of the Act.
48. The Committee shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounting records of the Association or any of them shall be open to the inspection of members not being officers ofthe Association, and no member (not book or document of the Association except as conferred by statute or authorised by the Committee or by the Association in General Meeting.
49. The Committee shall from time to time in accordance with the provisions of the Act cause to be prepared such income and expenditure accounts, balance sheets and reports as are required by the Act. The Committee shall send a copy of the annual accounts together with a copy of the Committee’s report for that financial year and a copy of the Auditors’ report on those accounts of the Auditors and to every person entitled to receive the same in accordance with section 238 of the Act not less than 21 days before the date of the meeting at which those documents are to be laid in accordance with section 241 of the Act, or, where there is in force an election by Election Resolution to dispense with the laying of accounts and report, not less than 28 days before the end of the period allowed for laying and delivering the same.
AUDIT
50. In accordance with the provisions of the Act once at least in every year the accounts of the Association shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified Auditor or
Auditors.
51. Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act, the members of the Committee being treated for all purposes as the Directions mentioned in those provisions.
NOTICES
52. A notice may be served by the Association upon any member, either personally or by sending it through the post in a prepaid letter, addressed to such member at his registered address as appearing in the register of members.
53. Any notice, if served by post, shall be deemed to have been served on the fourth day following that on which the letter containing the same is put into the post, and in providing such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office as a prepaid first class letter.
DISSOLUTION
54. If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall be paid to or distributed among the members of the Association, but shall be transferred either to some other institution (whether or not a member of the Association) having objects similar to the objects of the Association, or to some institution (whether or not a member of the Association) the objects of which are the promotion of charity and anything incidental or conducive thereto, such institution or institutions to be determined by the members of the Association at or before the time of dissolution.
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