|
Privacy Policy
PCZP.org ("PCZP") is committed to protecting
your privacy when you use any of our services.
This Privacy Notice explains how we use
information about you and how we protect your
privacy. If you have any questions about how we
look after your personal information, please
contact PCZP’s Data Protection Officer: Dr
Grazyna Czubinska, at PCZP[at]PCZP.ORG
1. Your personal information
Personal information is anything that directly
or indirectly identifies and relates to a living
person, such as a name, address, telephone
number, etc.
2. Why do we need your personal information?
We may need to use some information about you
to:
- contact you about our services
- help investigate any concerns about our
services
3. How the law allows us to use your
personal information
There are a number of legal reasons why we will
need to collect and use your personal
information in different circumstances.
Generally, we collect and use personal
information where:
- you, or your legal representative, have given
consent
- you have entered into any sort of agreement or
contract with us
- it is necessary to perform our professional
duties or other legitimate purposes
- it is necessary to protect someone in an
emergency
- it is required by law
- it is necessary for any legal cases
- it is necessary for archiving, research, or
statistical purposes
4. Consent
If we have consent to use your personal
information for any particular reason, you have
always the right to remove your consent. If you
want to remove your consent, please contact
PCZP[at]PCZP.ORG to let us deal with your
request.
5. Your rights regarding your personal
information
The law gives you a number of rights in relation
to what personal information is used by PCZP,
and how it is used. These rights are listed
below. You can ask us to:
- provide you with a copy of standard
information that we hold about you
- correct personal information about you which
you find as necessary
- delete personal information about you if you
think it could be done
6. With whom do we share your personal
information?
We can have a legal duty to provide personal
information to other organisations to prevent
any crime or fraud. For all these reasons, the
risk must be serious before we can override your
right to privacy. If this is the case, we will
make sure that we record what information we
share and our reasons for doing so. We will let
you know what we have done and why, if we think
it is safe to do so.
7. How do we protect your personal
information?
We have a legal duty to make sure we hold your
personal information (on paper or / and
electronically) in a secure way, and to only
make it available to those who have a right to
see them. Examples of our security include:
- Safe encryption, meaning that information is
hidden so that it cannot be read without special
knowledge (such as key / password)
- Controlling access to systems and networks
allows us to stop people who are not allowed to
view your personal information from getting
access to it
- Training for our staff allows us to make them
aware of how to handle personal information, and
how and when to report when something goes wrong
- Regular testing of our technology and ways of
working, including keeping up to date on the
latest security updates (commonly called
patches)
8. Information outside of the European Union
All the personal information is stored in the UK
/ EU.
9. How long do we keep your personal
information?
We will only hold your personal information for
as long as it is necessary to fulfill our legal
duties or professional purposes.
10. Further advice?
For independent advice about data protection,
privacy and data sharing issues, you can contact
the Information Commissioner’s Office (ICO) at:
www.ico.org.uk
Londyn, 3 maj 2008
PCZP.org
to serwis, którego treści mają charakter
informacyjny. Zarówno udostępnianie ich, jak i
dostęp do nich następuje w wyniku
zaakceptowania niniejszych postanowień
regulaminu:
1.
Użytkowanie
stron internetowych PCZP odbywa się z pełnym
poszanowaniem norm obyczajowych
i prawnych.
2.
Podstawowym
celem istnienia strony internetowej "POLISH
CENTRE for PUBLIC HEALTH" jest dobro pacjentów -
przede wszystkim młodych obywateli RP
przebywających w Londynie.
3.
Umożliwienie
wszystkim dostępu do źródłowych informacji
dotyczących polskich specjalistów praktykujących
w Londynie w zakresie szeroko pojętego zdrowia
seksualnego w Londynie odbywa się nieodpłatnie,
podobnie jak wprowadzanie oraz utrzymywanie
przez tych specjalistów swoich danych w bazie
PCZP.
4.
Warunkiem koniecznym, niezbędnym do dołączenia
przez specjalistę do bazy PCZP na zasadzie
"jeden specjalista - jeden wpis", jest
posiadanie przez niego wyższego wykształcenia i
stosownych imiennych świadectw lub uprawnień,
lub certyfikatów, a także wiedzy
praktycznej w zakresie seksuologii
lub psychologii, lub ginekologii, lub
dermatologii, lub andrologii, lub urologii.
5.
Podanie i rozpowszechnianie w bazie PCZP swoich
danych przez specjalistę odbywa się dobrowolnie
i w zgodzie z rzeczywistością, co oznacza, że o
ich prawdziwość i aktualność dbają także sami
zainteresowani, zgłaszając tylko dane mające swe
potwierdzenie w istniejących faktach (w
przeciwnym razie, w przypadku zaistnienia
wątpliwości w tym zakresie, dane specjalisty nie
zostaną wprowadzone do bazy PCZP bądź z niej
usunięte).
6.
Niekomercyjne
i wolontaryjne tworzenie i istnienie bazy
polskich specjalistów z zakresu zdrowia
seksualnego w Londynie jest podstawowym
priorytetem funkcjonowania stron internetowych
PCZP.org - którego nigdy nie może przesłaniać
obecność w wybranych miejscach grafik
prezentujących znaki firmowe patronów PCZP,
będących podmiotami stosującymi społeczną
odpowiedzialność biznesu, wyrażaną m.in.
wsparciem udzielonym polskiej organizacji
non-profit w Wielkiej Brytanii pod nazwą POLISH
CENTRE for PUBLIC HEALTH LTD.
London, 16
June 2008
POLISH
CENTRE for PUBLIC HEALTH LTD
- Company No. 6621928 -
The Registrar of Companies for England and
Wales
POLISH CENTRE for PUBLIC HEALTH:
Memorandum of Association
1. The name of the Company (and in this document
it is called the Company) is: POLISH CENTRE for
PUBLIC HEALTH LTD
2. The Registered office of the Company is to be
situated in England and Wales.
3. The Companys objects (the objects) are:
- To identify the key Polish social venues - To
support recently arrived young Polish women and
men wishing to change their sexual risk taking -
To identify Polish peer leaders and volunteers
who are willing and able to help with sexual
health promotion and improving access to
services - To develop a Polish sexual health
counselling service - To disseminate
information, e.g., via Polish community meeting
places, events, schools, churches, mass media -
To promote access to community specific and
generic sexual health services, including GUM
clinics and sexual health counselling services
4. In furtherance of the Objects but not
otherwise the Company may exercise the following
powers:
4.1 To draw, make, accept, endorse, discount,
execute and issue promissory notes, bills,
cheques and other instruments, and to operate
bank accounts in the name of the Company;
4.2 To raise funds and to invite and receive
contributions: provided that in raising funds
the Company shall not undertake any substantial
permanent trading activities and shall conform
to any relevant statutory regulations;
4.3 To acquire, alter, improve and (subject to
such consents as may be required by law) to
charge or otherwise dispose of property;
4.4 Subject to clause 5 below to employ such
staff, who shall not be directors of the Company
(hereinafter referred to as the trustees), as
are necessary for the proper pursuit of the
Objects and to make all reasonable and necessary
provision for the payment of pensions and
superannuation to staff and their dependants;
4.5 To establish or support any charitable
trusts, associations or institutions formed for
all or any of the Objects;
4.6 To co-operate with other charities,
voluntary bodies and statutory authorities
operating in furtherance of the Objects or
similar charitable purposes and to exchange
information and advice with them;
4.7 To pay out of the funds of the Company the
costs, charges and expenses of and incidental to
the formation and registration of the Company;
4.8 To do all such other lawful things as are
necessary for the achievement of the Objects;
5. The income and property of the Company shall
be applied solely towards the promotion of the
Objects and no part shall be paid or
transferred, directly or indirectly, by way of
dividend, bonus or otherwise by way of profit,
to members of the Company, and no trustee shall
be appointed to any office of the Company paid
by salary or fees or receive any remuneration or
other benefit in money or moneys worth from the
Company: Provided that nothing in this document
shall prevent any payment in good faith by the
Company:
5.1 Of the usual professional charges for
business done by any trustee who is a solicitor,
accountant or other person engaged in a
profession, or by any partner of his or hers,
when instructed by the Company to act in a
professional capacity on its behalf: Provided
that at no time shall a majority of the trustees
benefit under this provision and that a trustee
shall withdraw from any meeting at which his or
her appointment or remuneration, or that of his
or her partner, is under discussion;
5.2 Of reasonable and proper remuneration for
any services rendered to the Company by any
member, officer or servant of the Company who is
not a trustee;
5.3 Of interest on money lent by any member of
the Company or trustee at a reasonable and
proper rate per annum not exceeding 2 per cent
less than the published base lending rate of a
clearing bank to be selected by the trustees;
5.4 Of fees, remuneration or other benefit in
money or moneys worth to any company of which a
trustee may also be a member holding not more
than 1/100th part of the issued capital of that
company;
5.5 Of reasonable and proper rent for premises
demised or let by any member of the Company or a
trustee;
5.6 To any trustee of reasonable out-of-pocket
expenses.
6. The liability of the members is limited.
7. Every member of the Charity undertakes to
contribute such amount as may be required (not
exceeding £10) to the Charitys assets if it
should be wound up while he or she is a member
or within one year after he or she ceases to be
a member, for payment of the Charitys debts and
liabilities contracted before he or she ceases
to be a member, and of the costs, charges and
expenses of winding up, and for the adjustment
of the rights of the contributories among
themselves.
8. If the Company is wound up or dissolved and
after all its debts and liabilities have been
satisfied there remains any property it shall
not be paid to or distributed among the members
of the Company, but shall be given or
transferred to some other charity or charities
having objects similar to the Objects which
prohibits the distribution of its or their
income and property to an extent at least as
great as is imposed on the Company by Clause 5
above, chosen by the members of the Company at
or before the time of dissolution and if that
cannot be done then to some other charitable
object.
Articles of Association Of POLISH
CENTRE for PUBLIC HEALTH LTD
1. Interpretation
In these articles:
1.1 The Company means the company intended to be
regulated by these articles;
1.2 The Act means the Companies Act 1985
including any statutory modification or
re-enactment thereof for the time being in
force;
1.3 The articles means these Articles of
Association of the Company;
1.4 Clear days in relation to the period of a
notice means the 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;
1.5 Executed includes any mode of execution;
1.6 The memorandum means the memorandum of
association of the Company;
1.7 Office means the registered office of the
Company;
1.8 The seal means the common seal of the
Company if it has one;
1.9 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;
1.10 The trustees means the directors of the
Company (and trustee has a corresponding
meaning);
1.11 The United Kingdom means Great Britain and
Northern Ireland; and words importing the
masculine gender only shall include the feminine
gender;
1.12 Subject as aforesaid, words or expressions
contained in these Articles shall, unless the
context requires otherwise, bear the same
meaning as in the Act.
2. Members
2.1 The subscribers to the memorandum and such
other persons or organisations as are admitted
to membership in accordance with the rules made
under Article 22 shall be members of the
Company. No person shall be admitted a member of
the Company unless his application for
membership is approved by the trustees.
2.2 Unless the trustees or the Company in
general meeting shall make other provision under
Article 22, the trustees may in their absolute
discretion permit any member of the Company to
retire, provided that after such retirement the
number of members is not less than two.
3. General Meetings
3.1 The Company shall hold an annual general
meeting each year in addition to any other
meetings in that year, and shall specify the
meeting as such in the notices calling it; and
not more than fifteen months shall elapse
between the date of one annual general meeting
of the Company and that of the next:
3.2 Provided that so long as the Company holds
its first annual general meeting within eighteen
months of its incorporation, it need not hold it
in the year of its incorporation or in the
following year. The annual general meeting shall
be at such times and places as the trustees
shall appoint. All general meetings other than
annual general meetings shall be called
extraordinary general meetings.
3.3 The trustees may call general meetings and,
on the requisition of members pursuant to the
provisions of the Act, 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
United Kingdom sufficient trustees to call a
general meeting, any trustee or any member of
the Company may call a general meeting.
4. Notice of general meetings.
4.1 An annual general meeting and an
extraordinary general meeting called for the
passing of a special resolution appointing a
person as a trustee 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:
(1) in the case of an annual general meeting, by
all the members entitled to attend and vote; and
(2) in the case of any other meeting by a
majority in number of members having a right to
attend and vote, being a majority together
holding not less than 95 percent 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 trustees and
auditors.
4.2 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.
5 Proceedings at general meetings.
5.1 No business shall be transacted at any
meeting unless a quorum is present. Ten persons
entitled to vote upon the business to be
transacted, each being a member or a duly
authorised representative of a member
organisation, or one tenth of the total number
of such persons for the time being, whichever is
the greater, shall constitute a quorum.
5.2 If a quorum is not present within half an
hour from the time appointed for the meeting, or
if during a meeting 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 time and place as the
trustees may determine.
5.3 The chairman, if any, of the trustees or in
his absence some other trustee nominated by the
trustees shall preside as chairman of the
meeting, but if neither the chairman nor such
other trustee (if any) be present within fifteen
minutes after the time appointed for holding the
meeting and willing to act, the trustees present
shall elect one of their number to be chairman
and, if there is only one trustee present and
willing to act, he shall be chairman.
5.4 If no trustee is willing to act as chairman
or if no trustee is present within fifteen
minutes after the time appointed for holding the
meeting, the members present and entitled to
vote shall choose one of their number to be
chairman.
5.5 A trustee shall, notwithstanding that he is
not a member, be entitled to attend and speak at
any general meeting.
5.6 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 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.
5.7 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 result of,
the show of hands a poll is duly demanded.
Subject to the provisions of the Act, a poll may
be demanded:
(1) By the chairman; or
(2) By at least two members having the right to
vote at the meeting; or
(3) 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.
5.8 Unless a poll is duly demanded a declaration
by the chairman that a resolution has been
carried or carried unanimously, or by a
particular majority, or lost, or not carried by
a particular majority and an entry to that
effect in the minutes of the meeting shall be
conclusive evidence of the fact without proof of
the number or proportion of the votes recorded
in favour of or against the resolution.
5.9 The demand for a poll may be withdrawn,
before the poll is taken, but only with the
consent of the chairman. The withdrawal of a
demand for a poll shall not invalidate the
result of a show of hands declared before the
demand for the poll was made.
5.10 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 results of the poll. The result of
the poll shall be deemed to be the resolution of
the meeting at which the poll is demanded.
5.11 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.
5.12 A poll demanded on the election of a
chairman or on a question of adjournment shall
be taken immediately. A poll demanded on any
other question shall be taken either immediately
or at such time and place as the chairman
directs not being more than thirty days after
the poll is demanded. The demand for a poll
shall not prevent continuance of a meeting for
the transaction of any business other than the
question on which the poll is 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.
5.13 No notice need be given of a poll not taken
immediately if the time and place at which it is
to be taken are announced at the meeting at
which it is demanded. In other cases at least
seven clear days notice shall be given
specifying the time and place at which the poll
is to be taken.
6 Votes of members
6.1 Subject to article 5.11, every member shall
have one vote.
6.2 No member shall be entitled to vote at any
general meeting unless all moneys then payable
by him to the Company have been paid.
6.3 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.
6.4 A vote given or poll demanded by the duly
authorised representative of a member
organisation 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 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.
6.5 Any organisation which is a member of the
Company may by resolution of its Council 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 the organisation which
he represents as the organisation could exercise
if it were an individual member of the Company.
7 Trustees
7.1 The number of trustees shall be not less
than three but (unless otherwise determined by
ordinary resolution) shall not be subject to any
maximum.
7.2 The first trustees shall be those persons
named in the statement delivered pursuant to
section 10(2) of the Act, who shall be deemed to
have been appointed under the articles. Future
trustees shall be appointed as provided
subsequently in the articles.
8 Powers of trustees
8.1 Subject to the provisions of the Act, the
memorandum and the articles and to any
directions given by special resolution, the
business of the Company shall be managed by the
trustees who may exercise all the powers of the
Company. No alteration of the memorandum or the
articles and no such direction shall invalidate
any prior act of the trustees, which would have
been valid if that alteration had not been made
or that direction had not been given. The powers
given by this article shall not be limited by
any special power given to the trustees by the
articles and a meeting of trustees at which a
quorum is present may exercise all the powers
exercisable by the trustees.
8.2 In addition to all powers hereby expressly
conferred upon them and without detracting from
the generality of their powers under the
articles the trustees shall have the following
powers, namely:
(1) To expend the funds of the Company in such
manner as they shall consider most beneficial
for the achievement of the objects and to invest
in the name of the Company such part of the
funds as they may see fit and to direct the sale
or transposition of any such investments and to
expend the proceeds of any such sale in
furtherance of the objects of the Company;
(2) To enter into contracts on behalf of the
Company.
9 Appointment and retirement of trustees
9.1 At the first annual general meeting all the
trustees shall retire from office, and at every
subsequent annual general meeting one-third of
the trustees who are subject to retirement by
rotation or, if their number is not three or a
multiple of three, the number nearest to one
third shall retire from office; but, if there is
only one trustee who is subject to retirement by
rotation, he shall retire.
9.2 Subject to the provisions of the Act, the
trustees to retire by rotation shall be those
who have been longest in office since their last
appointment or reappointment, but as between
persons who became or were last reappointed
trustees on the same day those to retire shall
(unless they otherwise agree among themselves)
be determined by lot.
9.3 If the Company at the meeting at which a
trustee retires by rotation, does not fill the
vacancy the retiring trustees shall, if willing
to act, be deemed to have been reappointed
unless at the meeting it is resolved not to fill
the vacancy or unless a resolution for the
reappointment of the trustee is put to the
meeting and lost.
9.4 No person other than a trustee retiring by
rotation shall be appointed or reappointed a
trustee at any general meeting unless:
(1) He is recommended by the trustees; or
(2) 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 Companys register of trustees
together with a notice executed by that person
of his willingness to be appointed or
reappointed.
9.5 No person may be appointed as a trustee:
(1) If they are under the age of 18 years unless
the Company is a registered company; or
(2) In circumstances such that, had he already
been a trustee, he would have been disqualified
from acting under the provisions of Article 10.
9.6 Not less than seven nor more than
twenty-eight clear days before the date
appointed for holding a general meting notice
shall be given to all persons who are entitled
to receive notice of the meeting of any person
(other than a trustee retiring by rotation at
the meeting) who is recommended by the trustees
for appointment or reappointment as a trustee 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 trustee. 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 Companys register
of trustees.
9.7 Subject as aforesaid, the Company may by
ordinary resolution appoint a person who is
willing to act to be a trustee either to fill a
vacancy or as an additional trustee and may also
determine the rotation in which any additional
trustees are to retire.
9.8 The trustees may appoint a person who is
willing to act to be a trustee either to fill a
vacancy or as an additional trustee provided
that the appointment does not cause the number
of trustees to exceed any number fixed by or in
accordance with the articles as the maximum
number of trustees. A trustee so appointed shall
hold office only until the next following annual
general meeting and shall not be taken into
account in determining the trustees who are to
retire by rotation at the meeting. If not
reappointed at such annual general meeting, he
shall vacate office at the conclusion thereof.
9.9 Subject as aforesaid, a trustee who reties
at an annual general meeting may, if willing to
act, be re-appointed.
10. Disqualification and removal of trustees
A trustee shall cease to hold office if he:
(1) Ceases to be a trustee by virtue of any
provision in the Act or is disqualified from
acting as a trustee by virtue of section 72 of
the Charities Act 1993 (or any statutory
re-enactment or modification of that provision);
(2) Becomes incapable by reason of mental
disorder, illness or injury of managing and
administering his own affairs;
(3) Resigns his office by notice to the Company
(but only if at least two trustees will remain
in office when the notice of resignation is to
take effect); or
(4) Is absent without the permission of the
trustees from all their meetings held within a
period of six months and the trustees resolve
that his office be vacated.
11.Trustees expenses
The trustees may be paid all reasonable
travelling hotel and other expenses properly
incurred by them in connection with their
attendance at meetings of trustees or committees
of trustees or general meetings or otherwise in
connection with the discharge of their duties,
but shall otherwise be paid no remuneration.
12.Trustees appointments
12.1 Subject to the provisions of the Act and to
Clause 5 of the memorandum, the trustees may
appoint one or more of their number to the
unremunerated office of managing director or to
any other unremunerated executive office under
the Company. Any such appointment may be made
upon such terms as the trustees determine. Any
appointment of a trustee to an executive office
shall terminate if he ceases to be a trustee. A
managing director and a trustee holding any
other executive office shall not be subject to
retirement by rotation.
12.2 Except to the extent permitted by clause 5
of the memorandum, no trustee shall take or hold
any interest in property belonging to the
Company or receive remuneration or be interested
otherwise than as a trustee in any other
contract to which the Company is party.
13. Proceedings of trustees
13.1 Subject to the provisions of the articles,
the trustees may regulate their proceedings as
they think fit. A trustee may, and the secretary
at the request of a trustee shall, call a
meeting of the trustees. It shall not be
necessary to give notice of a meeting to a
trustee who is absent from the United Kingdom.
Questions arising at a meeting shall be decided
by a majority of votes. In the case of an
equality of votes, the chairman shall have a
second or casting vote.
13.2 The quorum for the transaction of the
business of the trustees may be fixed by the
trustees but shall not be less than one third of
their number or two trustees, whichever is the
greater.
13.3 The trustees may act notwithstanding any
vacancies in their number, but, if the number of
trustees is less than the number fixed as the
quorum, the continuing trustees or trustee may
act only for the purpose of filling vacancies or
of calling a general meeting.
13.4 The trustees may appoint one of their
numbers to be the chairman of their meetings and
may at any time remove him from that office.
Unless he is unwilling to do so, the trustee so
appointed shall preside at every meeting of
trustees at which he is present. But if there is
no trustee holding that office, or if the
trustee holding it is unwilling to preside or is
not present within five minutes after the time
appointed for the meeting, the trustees present
may appoint one of their number to be chairman
of the meeting.
13.5 The trustees may appoint one or more
sub-committees consisting of three or more
trustees for the purpose of making any inquiry
or supervising or performing any function or
duty which in the opinion of the trustees would
be more conveniently undertaken or carried out
by a sub-committee: provided that all acts and
proceedings of any such sub-committees shall be
fully and promptly reported to the trustees.
13.6 All acts done by a meeting of trustees, or
of a committee of trustees, shall,
notwithstanding that it be afterwards discovered
that there was a defect in the appointment of
any trustee or that any of them were
disqualified from holding office, or had vacated
office, or were not entitled to vote, be as
valid as if every such person had been duly
appointed and was qualified and had continued to
be a trustee and had been entitled to vote.
13.7 A resolution in writing, signed by all the
trustees entitled to receive notice of a meeting
of trustees or of a committee of trustees, shall
be as valid and effective as if it had been
passed at a meeting of trustees or (as the case
may be) a committee of trustees duly convened
and held. Such a resolution may consist of
several documents in the same form, each signed
by one or more of the trustees.
13.8 Any bank account in which any part of the
assets of the Company is deposited shall be
operated by the trustees and shall indicate the
name of the Company. All cheques and orders for
the payment of money from such account shall be
signed by at least two trustees.
14. Secretary
Subject to the provisions of the Act, the
secretary shall be appointed by the trustees for
such term, at such remuneration (if not a
trustee) and upon such conditions as they may
think fit; and any secretary so appointed may be
removed by them.
15. Minutes
The trustees shall keep minutes in books kept
for the purpose:
(1) Of all appointments of officers made by the
trustees; and
(2) Of all proceedings at meetings of the
Company and of the trustees and of committees of
trustees including the names of the trustees
present at each such meeting.
16. The Seal
The seal shall only be used by the authority of
the trustees or of a committee of trustees
authorised by the trustees. The trustees may
determine who shall sign any instrument to which
the seal is affixed and unless otherwise so
determined it shall be signed by a trustee and
by the secretary or by a second trustee.
17. Accounts
Accounts shall be prepared in accordance with
the provisions of Part V11 of the Act.
18. Annual Report
The trustees shall comply with their obligations
under the Charities Act 1992 (or any statutory
re-enactment or modification of that Act) with
regard to the preparation of an annual report
and its transmission to the Commissioners.
19. Annual Return
The trustees shall comply with their obligations
under the Charities Act 1992 (or any statutory
re-enactment or modification of that Act) with
regard to the preparation of an annual return
and its transmission to the Commissioners.
20. Notices
20.1 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
trustees need not be in writing.
20.2 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 it at that
address. A member whose registered address is
not within the United Kingdom and who gives to
the company an address within the United Kingdom
at which notices may be given to him shall be
entitled to have notices given to him at that
address, but otherwise no such member shall be
entitled to receive any notice from the Company.
20.3 A member present in person at any meeting
of the Company shall be deemed to have received
notice of the meeting and, where necessary, of
the purposes for which it was called.
20.4 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.
21. Indemnity
21.1 Subject to the provisions of the Act every
trustee 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 that capacity in defending any
proceedings, whether civil or criminal, in which
judgement 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.
22. Rules
22.1 The trustees may from time to time make
such rules or bye laws as they may deem
necessary or expedient or convenient for the
proper conduct and management of the Company and
for the purposes of prescribing classes of and
conditions of membership, and in particular but
without prejudice to the generality of the
foregoing, they may by such rules or bye laws
regulate:
(1) The admission and classification of members
of the Company (including the admission of
organisations to memberships) and the rights and
privileges of such members, and the conditions
of membership and the terms on which members may
resign or have their membership terminated and
the entrance fees, subscriptions and other fees
or payments to be made by members;
(2) The conduct of members of the Company in
relation to one another, and to the Companys
servants;
(3) The setting aside of the whole or any part
or parts of the Companys premises at any
particular time or times or for any particular
purpose or purposes;
(4) The procedure at general meetings and
meetings of the trustees and committees of the
trustees in so far as such procedure is not
regulated by the articles;
(5) Generally, all such matters as are commonly
the subject matter of company rules.
22.2 The Company in general meeting shall have
power to alter, add to or repeal the rules or
bye laws and the trustees shall adopt such means
as they think sufficient to bring to the notice
of members of the Company all such rules or bye
laws, which shall be binding on all members of
the Company. Provided that no rule or byelaw
shall be inconsistent with, or shall affect or
repeal anything contained in, the memorandum or
the articles.
|
|
