THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION OF THE TAXATION DISCIPLINARY BOARD LIMITED (“the Company”)
None of the regulations contained or incorporated in Tables A or C in the Schedule to the Companies (Tables A to F) Regulations 1985 applies to the Company except so far as they are contained or repeated in the articles.
2.1 The Members of the Company are the subscribers to the Memorandum and such other organisations as the Board may, with the prior consent of the members of the Company for the time being, admit to membership.
2.2 Membership of the Company is not transferable.
2.4 The Company shall maintain and keep at the registered office a Register of Members containing the following particulars with respect to each Member:
(1) its name and address;
(2) the date at which it was entered in the Register as a Member and the date at which it ceased to be a Member.
2.5 Membership terminates automatically if a Member is wound up or otherwise ceases to exist or withdraws from participation in the Scheme.
3.1 The Company must hold a general meeting in each year as its annual general meeting at such time and place as the Board appoint and must specify the meeting as such in the notices calling it; and not more than fifteen months may elapse between the date of one annual general meeting and that of the next: 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.
3.2 The annual general meeting is held for the following purposes:
3.2.1 to receive from the Board a full statement of account;
3.2.2 to receive from the Board a report of the activities of the Company since the previous annual general meeting;
3.2.3 to appoint or re-appoint the Company’s auditors if required; and
3.2.4 to transact such other business as may be brought before it.
3.3 General meetings other than annual general meetings are called extraordinary general meetings.
3.4 The Board may call extraordinary general meetings and, on the requisition of Members under the provisions of the Act, must call 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 Board members to form a quorum, any Board member or any Member may call an extraordinary general meeting.
3.5 General meetings must be attended in person unless, in the case of an extraordinary general meeting, the Board for sufficient reason agree to participation under article 3.6.
3.6 (1) An extraordinary general meeting may be held by any communication system which permits each Member:-
(a) to hear each of the others addressing the meeting, and
(b) if he so wishes, to address all the others simultaneously.
(2) A resolution put to the vote of a meeting under this article is decided by each Member indicating orally to the chairman whether the Member votes in favour of or against the resolution or abstains.
(3) A resolution decided under this article is deemed to be decided conclusively on a show of hands.
4.1 An annual general meeting and an extraordinary general meeting called for the passing of a special resolution must be called by at least 21 clear days’ notice, but may be called by shorter notice if it is so agreed by all the Members entitled to send authorised representatives to attend and vote at the meeting.
4.2 The notice must specify:
4.2.1 the time of the meeting;
4.2.2 the place of the meeting or, in the case of a meeting under article 3.6, the contact details for the meeting;
4.2.3 the general nature of the business to be transacted; and
4.2.4 in the case of an annual general meeting, the meeting as such.
4.3 Subject to the provisions of the articles, the notice must be given to all the Members and to the Board members and the auditors of the Company.
4.4 The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice does not invalidate the proceedings at that meeting.
5.1 No business may be transacted at any general meeting unless a quorum is present. Two Members, present in person, is a quorum.
5.2 (1) The Chairman, being a person jointly appointed by the Members presides as chairman of the meeting.
(2) If the Chairman is not present within fifteen minutes after the time appointed for holding the meeting, the Members present in person or by proxy and entitled to vote must choose one of themselves to preside as chairman of the meeting.
5.3 The chairman may, with the consent of a meeting at which a quorum is present (and must if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business may 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 must be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it is not necessary to give any notice.
5.4 Subject to article 3.6, a resolution put to the vote of a meeting must be decided on a show of hands.
5.5 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 is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
5.6 In the case of an equality of votes, the chairman is entitled to a casting vote in addition to any other vote he may have.
5.7 (1) A resolution in writing executed by or on behalf of each Member who at the date of the resolution would be entitled to vote on it if it had been proposed at a general meeting at which it was present is as valid and effectual as if it had been passed at a general meeting duly convened and held. The resolution may be contained in one document or in several documents each stating the terms of the resolution accurately and executed by or on behalf of one or more Members.
(2) The date of the resolution means when the resolution is signed by or on behalf of the last Member to sign.
(3) A resolution may be agreed to in accordance with this article which would otherwise be required to be passed as a special, extraordinary or elective resolution.
(4) A document or documents executed in accordance with this article may be evidenced by facsimile transmission thereof.
(5) This article is in addition to, and not limited by, the provisions of sections 381A, 381B and 381C of the Act.
5.8 Where, during any period when the Company has only one Member, the Member takes a decision which may be taken by the Company in general meeting and which has effect as if agreed by the Company in general meeting, the Member must (unless that decision is taken by way of written resolution under article 5.7) provide the Company with a written record of that decision.
6.1 Subject to article 5.6, every Member present in person has one vote.
6.2 No Member may exercise his vote at any general meeting unless all moneys then payable by him to the Company have been paid.
6.3 No objection may 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 is valid. Any objection made in due time must be referred to the chairman of the meeting and his ruling in relation to any Member other than himself is final and conclusive. In relation to the chairman of the meeting, the question must be decided by ordinary resolution of the other Members.
7.1 The Board shall consist of one person appointed by each Member and a chairman appointed jointly by the Members. Casual vacancies shall be filled by the same methods.
7.2 The first Board members are those persons named in the statement delivered under section 10(2) of the Act, who are deemed to have been appointed under the articles.
7.3 Subject to such provisions as may be made from time to time in the Scheme, the Chairman shall serve for a term of not less than two years nor more than four years and not more than two terms and the other Board members shall serve for a term of three years and not more than two terms.
7.4 If a Member ceases to be a Member, then that organisation’s appointee shall cease forthwith to be a Board member.
7.5 No person may be appointed a Board member:
7.5.1 unless he is a natural person who has attained the age of 18 years;
7.5.2 in circumstances such that, had he already been a Board Member, he would have been disqualified from office under article 8.
The office of a Board member automatically terminates:
8.1 if he ceases to be a Board member by virtue of any provision of the Act or he is otherwise prohibited by law from being a Board member; or
8.2 if he is incapable, whether mentally or physically, of managing his own affairs; or
8.3 if he retires from office by notice to the Company; or
8.4 if he reaches the age of 75 years; or
8.5 on the expiration of his term of office; or
8.6 in the circumstances provided for in article 7.4.
9.1 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 must be managed by the Board who may exercise all the powers of the Company. No alteration of the Memorandum or the articles and no such direction is to be treated as invalidating any prior act of the Board which would have been valid if that alteration had not been made or that direction had not been given.
9.2 The powers given by this article are not limited by any special power given to the Board by the articles and a meeting of the Board at which a quorum is present may exercise all powers exercisable by the Board.
10.1 Subject to the provisions of the articles, the Board may regulate their meetings, and the frequency thereof, as they think fit. A Board member may, and the Secretary at the request of a Board member must, call a meeting of the Board. Not less than 48 hours’ notice of Board meetings must be given to all Board members. Questions arising at a meeting must be decided by a majority of votes. In the case of an equality of votes, the chairman of the meeting has a second or casting vote.
10.2 The quorum at a meeting for the transaction of the business of the Board may be fixed by the Board.
10.3 Meetings of the Board must be attended in person unless the Board members for sufficient reason agree to participation under article 10.4.
10.4 Subject to article 10.3, a meeting of the Board may be held by any communication system which permits each Board member:
10.4.1 to hear each of the other persons addressing the meeting; and
10.4.2 if he wishes to do so, to address all the other persons simultaneously.
10.5 The Chairman or, in his absence, some other Board member appointed by the Board members is to preside as chairman of meetings of the Board members.
10.6 The Board may act notwithstanding any vacancies in their number but if their number is reduced below the number fixed as the quorum for meetings of the Board, the continuing Board members or member may act for the purpose of increasing the number of Board Members to that number, but for no other purpose.
10.7 All acts done by a meeting of the Board, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Board member or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, are as valid as if every such person had been duly appointed and was qualified and had continued to be a Board member and had been entitled to vote.
10.8 (1) A resolution in writing signed and dated by all the Board member entitled to vote on it is as valid and effectual as if it had been passed at a meeting of the Board duly convened and held. The resolution may be contained in one document or in several documents each stating the terms of the resolution accurately and signed and dated by one or more Board members. The resolution is to be treated as passed at the date of the last signature. .
(2) A document or documents signed and dated in accordance with this article may be evidenced by facsimile transmission thereof.
10.9 If a question arises as to the right of a Board member to vote, the question must be referred to the chairman of the meeting and his ruling in relation to any Board member other than himself is final and conclusive. In relation to the chairman of the meeting, the question must be decided by resolution of the other Board members.
Subject to the provisions of the Act, the Board may appoint and (subject to clause 5 of the Memorandum) pay upon such reasonable terms as may be determined a Chief Executive of the Company to assist in the management of the business of the Company and to perform such duties and exercise such non-discretionary powers subject to such conditions as the Board from time to time determine; and any Chief Executive so appointed may be removed by the Board by reasonable notice.
Subject to the provisions of the Act and to clause 5 of the Memorandum, the Secretary must be appointed by the Board on such reasonable terms as to remuneration and other matters and subject to such conditions as the Board from time to time determine; and any Secretary so appointed may be removed by the Board by reasonable notice.
Subject to the provisions of the Act and to clause 5 of the Memorandum, the Board may appoint a Treasurer and such other officers as they may determine on such reasonable terms as to remuneration and other matters and subject to such conditions as the Board from time to time determine; and any Treasurer or other officer so appointed may be removed by the Board by reasonable notice.
The Board must maintain a Register of Board members containing the following particulars with respect to each Board Member:
14.1 his present name, any former name, his usual residential address, his nationality, his business occupation (if any), particulars of any other directorships held or which have been held by him within the previous five years and his date of birth; and
14.2 the date at which he was appointed or re-appointed as a Board member and the date at which he ceased to be a Board Member.
The Board shall cause proper records to be kept of:
15.1. all appointments of officers made by the Board;
15.2 all proceedings at meetings of the Company and of the Board including the names of the persons present at each meeting;
15.3 all professional advice obtained.
The Board must comply with the requirements of the Act with respect to the keeping of accounting records, the audit or independent examination of accounts and the preparation and transmission to the Registrar of Companies of:
16.1 annual accounts;
16.2 annual reports; and
16.3 annual returns.
The seal of the Company may not be affixed to any instrument except by the authority of a resolution of the Board, and in the presence of at least two Board members and the Secretary who must sign every instrument to which the seal is so affixed in their presence, and in favour of any purchaser or person bona fide dealing with the Company such signatures are conclusive evidence of the fact that the seal has been properly affixed.
18.1 Subject to article 18.7, any notice or other communication (in this article referred to generally as “notice”) required to be given under the articles must be in writing and must be given by or to the Secretary (as the case may be), either personally or by sending it by pre-paid first class or facsimile transmission.
18.2 A Member present in person at any meeting of the Company is deemed to have received notice of the meeting and, where required, of the purposes for which it was called.
18.3 The address for service of the Company is the registered office.
18.4 Subject to article 18.5, the address for service of Members and Board members is the address recorded in the Register of Members and the Register of Board members respectively.
18.5 Any Member or Board member, whose address recorded in the Register of Members or the Register of Board Members (as the case may be) is outside the United Kingdom, who from time to time gives to the Secretary an address within the United Kingdom at which notice may be served on him is entitled to have notice served on him at that address.
18.6 Notice is deemed duly served:
18.6.1 in the case of the personal service, at the time of delivery;
18.6.2 in the case of service by post, two clear business days after the date of posting;
18.6.3 in the case of service by facsimile transmission, at the time of despatch.
18.7 Notice calling a meeting of the Board need not be in writing.
18.8 Proof that –
18.8.1 an envelope containing a notice was properly addressed, prepaid and posted by first class post, or
18.8.2 a facsimile transmission setting out the terms of the notice was properly despatched is conclusive evidence that the notice was given.
19.1 The Board may from time to time make rules consistent with the Memorandum, the articles and the Act for the proper conduct and management of the Company
19.2 The Company in general meeting may alter, add to or repeal the rules and the Board must adopt such means as they think sufficient to bring to the notice of the Members all such rules which, so long as they are in force, are binding on all the Members.
20.1 Subject to the provisions of the Act but without prejudice to any indemnity to which a Board member or other officer or auditor may otherwise be entitled, every Board member or other officer or auditor of the Company is entitled to 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 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 in relation to the affairs of the Company: PROVIDED that:
20.1.1 the indemnity does not apply to any liability to the extent that it is recovered from any other body or person; and
20.1.2 the indemnity is subject to that Board member or other officer or auditor taking all reasonable steps to effect such recovery, so that the indemnity does not apply to the extent that an alternative right of recovery is capable of being enforced.
20.2 The Company may purchase and maintain indemnity insurance to cover any Board member for:
20.2.1 any liability which by any rule of law may attach to him in respect of any negligence, default, breach of duty of which he may be guilty in his capacity as a Board member;
20.2.2 all costs, charges and expenses which may be incurred by him in contesting any such liability or alleged liability;
20.2.3 all costs of a successful defence to a criminal prosecution against him in his capacity as a Board member;
but always excluding liability arising from any act or omission which the Board member knew to be a breach of duty or breach of trust or which was committed by the Board member in reckless disregard of whether it was or was not a breach of duty or for the costs of an unsuccessful defence to a criminal prosecution.
20.3 The Company may also provide indemnity insurance to cover the liability of its agents, employees, members of the Committees established under the Scheme, independent contractors and voluntary workers against all such risks incurred in the performance of their duties as may be thought fit.
21.1 In the Memorandum and in the articles:
the “Act” means the Companies Act 1985
the “articles” mean these articles of association as originally adopted or as from time to time altered
“Board” means the Board of the Company
“business day” means a day (other than a Saturday) when banks are open for the normal transaction of business in London
“authorised representative” means an individual who is authorised by a Member to act as its representative at any meeting of the Company and whose name and address has been notified to the Company
the “Chairman” means the chairman of the Board appointed under article 7.1
the “Company” means The Taxation Disciplinary Board Limited
the “Chief Executive” means the Chief Executive 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
“functions” includes powers and duties
“in person” in relation to attendance or voting at general meetings includes attendance or voting by an authorised representative
“Member” means a Member of the Company for the purposes of the Act, and includes an authorised representative of a Member
the “Memorandum” means the Company’s memorandum of association as originally adopted or as from time to time altered
the “Objects” means the Objects of the Company as defined in clause 3 of the Memorandum
the “registered office” means the registered office of the Company
the “Register of Members” means the register of members required to be maintained under the articles
the “Register of Board members” means the register of Board members required to be maintained under the articles
the “Scheme” means the Taxation Disciplinary Scheme established by the Chartered Institute of Taxation and the Association of Taxation Technicians which came into force on 1st January 2001(and as amended from time to time)
the “seal” means the common seal of the Company
the “Secretary” means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company including an assistant or deputy secretary
the “United Kingdom” means the United Kingdom of Great Britain and Northern Ireland.
“written” or “in writing” means a legible document on paper including a facsimile transmission
21.2 If at any time, and for so long as, the Company has a single Member the articles apply (in the absence of any express provision to the contrary) with such modification as is necessary in relation to a single member company;
21.3 Any reference in the Memorandum or the articles to an enactment includes a reference to that enactment as re-enacted or amended from time to time and to any subordinate legislation so made under that enactment.
21.4 Unless the context otherwise requires, words or expressions contained in the Memorandum or the articles bear the same meaning as in the Act but excluding any statutory modification of it not in force when the articles become binding on the Company.
21.5 Unless the contrary intention appears, words importing the singular number include the plural number and vice versa, words importing one gender include all genders and words importing persons include bodies corporate and unincorporated associations.
21.6 Headings to the Memorandum and the articles are inserted for convenience and shall not affect construction.