THE COMPANIES ACT 2006
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION OF
THE MOUNTAINEERING COUNCIL OF SCOTLAND, TRADING AS MOUNTAINEERING SCOTLAND
In these Articles:
“the Act” means the Companies Act 2006 as amended and every statutory modification or re-enactment thereof for the time being in force;
“AGM” has the meaning given in article 6.1;
“Articles” means these Articles of Association;
“Board” means the Board of Directors of the Company;
“Business Day” means any day (other than a Saturday, Sunday or public holiday) on which clearing banks in Edinburgh are generally open for business;
“EGM” has the meaning given in article 6.2;
“Mountaineering” means the sport and recreation of climbing, mountaineering (including ski-mountaineering) and hill walking;
“Mountaineers” mean mountaineers, climbers, hill walkers and ski-mountaineers;
“Policy” means any policy adopted at a General Meeting after appropriate consultation;
“The Scottish Mountaineer” means the magazine of that name for so long as it may be published by or on behalf of the Company;
“Special Resolution” shall have the meaning given in section 283 of the Act;
“Staff” means the employees from time to time of the Company (whether full-time or part-time);
the singular includes the plural and vice versa, the masculine includes the feminine, and bodies includes corporate and unincorporated; and
any words or expressions defined in the Act, if not inconsistent with the subject or context, bear the same meaning in these Articles.
2. THE COMPANY’S OBJECTS AND POWERS
2.1 The Company’s objects are:
(a) to act as the national representative body for Mountaineering in Scotland to all appropriate authorities, organisations and associations in the interests of Scottish Mountaineers;
(b) to foster, encourage, promote and develop relevant knowledge, safety practices, skills and standards amongst those who participate in or afford support for Mountaineering;
(c) to affiliate, assist and co-operate with and support national and international organisations having objects with elements in common with those of the Company whether in Scotland or elsewhere;
(d) to facilitate and act as a forum for the discussion of Mountaineering issues;
(e) to foster, encourage, represent and promote the interests of Mountaineering clubs in Scotland;
(g) to act as an advisory body on all matters appertaining to Mountaineering in Scotland through liaison with statutory and voluntary bodies, news media, land managers and other relevant parties;
(h) to protect the Mountaineering ethos in Scotland and to encourage protection of the Scottish mountain environment;
(i) to protect and promote access to cliffs and crags, mountains and hills of all descriptions in Scotland for all Mountaineers, in accordance with the Land Reform (Scotland) Act 2003 and the Scottish Outdoor Access Code made thereunder, or any subsequent statute substantially to the same effect;
(j) to encourage, promote, develop and undertake works and techniques to safeguard and conserve the environment of cliffs, crags, mountains and hills of all descriptions in Scotland that are or may be of interest for Mountaineering;
(k) to encourage and promote climbing competitions and where appropriate to provide national recognition for climbing competitions in Scotland including coordinating with other Mountaineering bodies to provide recognition for United Kingdom and International competitions held in Scotland;
(l) generally to advance and safeguard the interests of Mountaineering in Scotland and to do all such things as may from time to time be deemed necessary or expedient for or in connection with Mountaineering in Scotland.
2.1 The Company shall have without prejudice to the generality of the foregoing, power to do all such lawful things as will further the foregoing objects and in particular power:
(a) to obtain, collect and receive money and funds by way of contributions, subscriptions, affiliation fees, donations, legacies, awards, grants, covenants or by organising functions or events or by any other lawful method, and to accept and receive gifts of property of any description (whether subject to any special trust or not);
(b) to institute, establish, contribute towards and administer scholarships, bursaries, grants, awards and other benefactions appropriate to the objects of the Company;
(c) to print, publish, issue, circulate and commission papers, periodicals, books, circulars, other literary works and any form of visual, audio or other aid in connection with Mountaineering;
(d) to promote and encourage research, and to collect, publish and procure the publication of the results thereof in any suitable medium;
(e) to promote the teaching of skills and knowledge applicable to Mountaineering and to encourage the training and accreditation of leaders and trainers;
(f) to promote, advise or assist in the development, equipment and maintenance of facilities or accommodation (whether vested in the Company or not) to be used for training, instruction or education in Mountaineering;
(g) to purchase, lease or by any other means acquire interests in or take options over any property whatever, and any rights or privileges of any kind over or in respect of any property;
(h) to improve, manage, construct, repair, develop, exchange, lease, mortgage, charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of, or otherwise deal with, all or any part of the property and rights of the Company;
(i) to apply for, register, purchase, or by other means acquire and protect, prolong and renew, whether in the United Kingdom or elsewhere, any patents, patent rights, licences, trade marks, designs, protections, concessions and generally intellectual property or rights, and to disclaim, alter, modify, use and turn to account and to manufacture under or grant licences or privileges in respect of the same;
(j) to invest and deal with the monies of the Company not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with any investments made;
(k) to give credit on any terms with or without security to any person, firm or company, to receive money on deposit or loan upon any terms, and to secure or guarantee in any manner and upon any terms the payment of any sum of money or the performance of any obligation undertaken by the Company;
(l) to borrow and raise money in any manner and to secure the repayment of any money borrowed, raised or owing or the performance of any obligation undertaken by the Company by floating charge, standard security or other security upon the whole or any part of the Company’s property or assets (whether present or future);
(m) to draw, make, accept, endorse, discount, negotiate, execute and issue cheques, warrants, debentures, and other negotiable or transferable instruments;
(n) to apply for, promote, and obtain any Act of Parliament, order or licence of the Department for Business, Innovation and Skills or other authority for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company’s constitution, or for any other purpose which may seem calculated directly or indirectly to promote the Company’s interests;
(o) to enter into any arrangements with any government or authority (national, municipal, local, or otherwise) that may seem conducive to the attainment of the Company’s objects or any of them, and to obtain from any such government or authority any advantageous rights, privileges, and concessions, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company’s interests;
(p) to subscribe for, take, purchase, or otherwise acquire, hold, sell, deal with and dispose of, shares, stocks, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any other company constituted or carrying on business, and debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any government or authority (national, municipal, local or otherwise);
(q) to control, manage, finance, subsidise, co-ordinate or otherwise assist any company or companies in which the Company has a direct or indirect financial interest, to provide secretarial, administrative, technical, commercial and other services and facilities of all kinds for any such company or companies, and to make any arrangements which may seem desirable with respect to any business or operations of or generally with respect to any such company or companies;
(r) to promote any other company for the purpose of acquiring the whole or any part of the business or property or undertaking or any of the liabilities of the Company, or of undertaking any business or operations which may appear likely to assist or benefit the Company or to enhance the value of any property or business of the Company, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares or securities of any such company as aforesaid;
(s) to remunerate any person, firm or company rendering services to the Company either by cash payment or otherwise as may be thought expedient; to give or award pensions, annuities, gratuities, and superannuation or other allowances or benefits or charitable aid and generally to provide advantages, facilities and services for any persons who are or have been employed by, or who are serving or have served the Company; to make payments towards insurance; and to set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or non-contributory) for the benefit of any of such persons;
(t) to adopt such means of making known and advertising the objects and activities of the Company as may seem appropriate;
(u) to establish, support and subscribe to any charitable or public object and to support and subscribe to any institution, society or club, which may be for the benefit of the Company or its members;
(v) to do all or any of the things or matters aforesaid and either as principals, agents, contractors or otherwise, and by or through agents, brokers, sub-contractors or otherwise and either alone or in conjunction with others;
(w) to do all such other things as may be incidental or conducive to the attainment of the Company’s objects or any of them,
and so that: (a) none of the powers set forth in any sub-article shall, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from any other powers set forth in such sub-article, or by reference to or inference from the terms of any other sub-articles of this Article, or by reference to or inference from the name of the Company; (b) none of the sub-articles of this Article and none of the powers therein specified shall be deemed subsidiary or ancillary to any of the powers specified in any other such sub-article, and the Company shall have as full a power to exercise each and every one of the powers specified in each sub-articles of this Article as though each such sub-article contained the powers of a separate company; and (c) the word “company” in this Article, except where used in reference to the Company, shall be deemed to include any partnership or other body of persons, whether incorporated or unincorporated and whether domiciled in the United Kingdom or elsewhere.
2.3 The income and the property of the Company shall be applied solely towards the promotion of the objects set forth in the Articles. No portion of the income or property of the Company shall be paid or transferred directly or indirectly by way of dividend, bonus or profit share to any member of the Company.
3.1 The members of the Company shall be the subscribers to the Memorandum of Association and such bodies or individuals as may be admitted to membership in accordance with the Articles, but excluding those who have ceased to be members under Article 3.10 below. There shall be four categories of membership, namely Individual Membership, Club Membership, Associate Membership and Honorary Membership.
3.2 INDIVIDUAL MEMBERSHIP
An individual shall be eligible for Individual Membership if:
(a) he has an interest in Mountaineering and resides and/or is domiciled in Scotland; or
(b) he although not eligible under (a) above undertakes Mountaineering activities in Scotland; or
(c) his admission is recommended by the President, at his absolute discretion.
An individual so eligible for membership may apply for admission for Individual Membership in such form as the Board may prescribe and if admitted, shall become an Individual Member upon payment to the Company of the appropriate membership subscription.
3.3 CLUB MEMBERSHIP
A club, society or other association (hereinafter referred to as a “club”) shall be eligible for Club Membership if;
either (a) (i) its principal object is Mountaineering; and
(ii) it is controlled by its own members; and
(iii) it is based in Scotland or its Mountaineering activities take place predominantly in Scotland,
or (b) in the opinion of the Board its admission as a Club Member would be in the best interests of the Company notwithstanding that it fails to meet one or more of the foregoing criteria.
A club so eligible for Club Membership may apply for admission as a Club Member in such form as the Board may prescribe, incorporating a list of the names and addresses of its active members, and if admitted shall become a Club Member of the Company upon payment to the Company of the appropriate membership subscription reckoned by reference to the number of its members included in its list.
3.4 A Club Member shall submit annually to the Company a list giving the names and addresses of its active members. A Club Member may at any time submit a supplementary list, giving the names and addresses of new active members of the club and identifying any members of the club who have ceased to be active members since the previous list or supplementary list was sent to the Company.
3.5 ASSOCIATE MEMBERSHIP
Any company, organisation, club, association or business wishing to be affiliated to the Company but not being eligible as a Club Member may apply for admission as an Associate Member in such form as the Board may prescribe and if admitted shall become an Associate Member upon payment to the Company of the appropriate membership subscription.
3.6 HONORARY MEMBERSHIP
If so recommended by the Board, the Company in General Meeting may honour any person who in their opinion has given distinguished service to Mountaineering in Scotland or elsewhere, by conferring on him Honorary Membership of the Company.
3.7 OPENNESS OF THE COMPANY
Membership of the Company is open to all who meet the criteria in Articles 3.2 to 3.6. No applications will be refused on other than reasonable grounds and there will be no discrimination on grounds of any of the protected characteristics set out in section 4 of the Equality Act 2010. The Company will respect the rights, dignity and worth of every member.
3.8 ORGANISED EVENTS
The Company and its Club Members, when organising events in which unaccompanied children are led or supervised by an employee, volunteer or a member of a club, shall follow the child protection policy and procedures of either the Company or the Club Member.
3.9 In the context of climbing competitions in which the Company is involved, the Company shall aim to protect an athlete’s fundamental right to participate in doping-free sport and thus to promote health, fairness and equality.
3.10 CESSATION OF MEMBERSHIP
Any Individual Member shall cease to be a member of the Company if he intimates in writing his resignation from the Company or fails to pay any membership subscription within six weeks of the due date. Any Club Member or Associate Member shall cease to be to be a member of the Company if notice of any resolution to wind up or otherwise dissolve that Club Member or Associate Member is passed or if such Club Member or Associate Member intimates in writing its resignation from the Company or fails to pay its subscription by the due date given in Article 4.2.
3.11 The rights and privileges of Membership are not transferable and shall cease on any member ceasing to be a member for whatever reason.
3.12 The liability of the members is limited.
3.13 Every member of the Company undertakes to contribute such amount as may be required (not exceeding £1) to the Company’s assets if the Company should be wound up while he is a member or within one year after he ceases to be a member for payment of the Company’s debts and liabilities contracted before he ceases to be a member, and of the costs, charges and expenses of winding up.
4. ANNUAL SUBSCRIPTIONS
4.1 The Company shall be entitled to fund its operations, so far as they cannot be funded by other means, by levying annual subscriptions on members. The subscription year shall be the financial year used by the Company for accounting purposes. The rates of each year’s subscription shall be fixed at the AGM prior to the financial year at amounts no more than proposed by the Board.
4.2 The annual subscriptions of Individual Members shall be due and payable on or before the anniversary of the member joining at the rate fixed at the previous AGM. The annual subscriptions of Club and Associate Members shall be due and paid within 9 months of the start of the financial year.
5. THE ARTICLES OF ASSOCIATION.
No amendment to the Company’s Articles shall be made unless by means of a Special Resolution at a General Meeting called, inter alia, for the purpose of approving the new articles of association and for which due notice has been given
6. GENERAL MEETINGS
6.1 The Company shall within every calendar year hold a General Meeting as its Annual General Meeting (“AGM”). The interval between successive AGMs shall not be more than 15 months.
6.2 All General Meetings other than AGMs shall be called Extraordinary General Meetings (“EGM”). The Board may convene an EGM whenever they think fit and shall convene one upon receipt of a written requisition of not less than 5% of the paid-up number of voting members in accordance with section 303 of the Act. An EGM shall be notified to the members within 21 days of the receipt of the requisition, with the meeting held within 42 days of the receipt of the requisition.
6.3 The standard business of the AGM shall be:
(a) roll call and appointment of tellers;
(b) the approval of the minutes of the previous AGM and of any subsequent EGM;
(c) the receipt of such reports as the Board may consider appropriate to bring before the AGM for approval or information;
(d) the receipt of the Company’s annual accounts and reports;
(e) the fixing of members’ annual subscriptions;
(f) the election of the President, Treasurer and Board members;
(g) the consideration of and taking of decisions on any duly notified proposals for the adoption of any new Policies or the amendment or revocation of any existing Policies; and
(h) any other competent business where notice has been given as specified immediately below.
Any resolution on topics outwith the standard business of an AGM (items (a) to (g) inclusive) shall be competent business only if the intention to move it is notified by a voting member to the Company Secretary at least 70 days before the AGM.
Nominations for the filling of vacancies on the Board at the AGM shall be competent only if made in writing by a voting member to the Company Secretary at least 70 days before the AGM or if endorsed by the outgoing Board.
6.4 Twenty voting members present in person or by proxy shall be a quorum at a General Meeting. If such a quorum is not present within half an hour from the time appointed for the General Meeting, or if during the General Meeting a quorum ceases to be present, the General Meeting shall stand adjourned to a date and reasonable time not more than 21 nor less than 10 days later, at the same place or the Company’s registered office, as determined by the Board. Notice of the adjourned General Meeting shall be given not less than 6 days before the adjourned General Meeting, with such notification competently given by publication on the Company’s web-site, and provided the agenda includes no new business, the number of members present at the adjourned General Meeting will constitute a quorum.
6.5 Subject to Articles 6.6, 6.7 and 6.9 below, the AGM shall elect a President, a Treasurer and seven other members of the Board to serve until the following AGM. The Directors of the Company shall be the President, Treasurer and Board members. Not more than two members of the Board shall be members of the same Club Member. In the absence of a timeous competing nomination, a President, Treasurer or member of the Board appointed at a previous AGM and willing and eligible to continue to serve in the same role shall continue until the next AGM without the need for a vote.
6.6 A President, Treasurer or other member of the Board shall not be eligible to continue to serve in the same role or in any other of those roles or as a member of the Board once he has served for four (five for the Treasurer) successive years (from AGM to AGM), except that a Board member or Treasurer may become President
6.7 A Director may not stand again for election to the Board until the AGM following the AGM at which he stood down.
6.8 At an AGM at which all Board members are eligible to continue in office, at least one member of the Board shall retire or stand for re-election, the Directors if necessary determining by lot before the notice calling the AGM which of them shall stand for re-election.
6.9 At General Meetings the President shall preside as Chairman of the General Meeting and in the absence of the President the Board shall choose one of their number to take the chair.
6.10.1 Each Individual Member shall be entitled to one vote.
6.10.2 Each Club Member shall have a number of votes determined by the number of its active members listed on that Club Member’s most recent return submitted in accordance with Article 3.4 so that:
(a) Club Members with less than 12 members shall be entitled to 2 votes;
(b) Club Members with 12 to 30 members shall be entitled to 5 votes;
(c) Club Members with 31 to 60 members shall be entitled to 10 votes;
(d) Club Members with 61 to 120 members shall be entitled to 20 votes;
(e) Club Members with 121 to 240 members shall be entitled to 30 votes; and
(f) Club Members with more than 240 members shall be entitled to 40 votes.
6.10.3 Associate Members and Honorary Members (other than those who are also Individual Members) shall have no vote.
6.10.4 A Club Member may exercise its vote at a General Meeting through a nominated representative.
6.10.5 Individual Members who do not intend to be present at a General Meeting and Club Members who do not intend to be represented by a nominated representative may, subject to the provisions of the Act, appoint a proxy.
6.11 All matters requiring a vote at a General Meeting, other than any requiring a Special Resolution, shall be decided by a simple majority vote. The vote shall be taken by a show of hands unless the Chairman or a sufficient number of members present call for a poll. In the case of a poll account shall be taken of the voting provisions of Article 6.10. The result of a show of hands shall be immediately declared by the Chairman and his declaration shall be final. The result of a poll shall be declared within the course of the General Meeting if possible or intimated as soon afterwards as is practicable.
7.1 Any notice, document or other information shall be deemed received by the intended recipient:
(a) if properly addressed and sent by prepaid first-class post, 48 hours after it was posted;
(b) if properly addressed and delivered by hand, when given or left at the address;
(c) if printed as part of (or as an insert to) The Scottish Mountaineer, 72 hours after it was posted; or
(d) if made available by means of a website, when the recipient receives (or is deemed to have received) notice of the address of the website, and of the fact that the material is or is to be so available, or (if later) when the material is in fact made available on the website.
For the purpose of this Article, no account shall be taken of any part of a day that is not a Business Day. In proving that any notice, document or other information was properly addressed, it shall suffice to show that the notice, document or other information was addressed to an address permitted for the purpose by the Act.
7.2 The Company Secretary shall ensure that any resolution to amend the Articles of Association shall be intimated to all members at least 42 days prior to the date for the General Meeting at which it is to be considered, unless such resolution is requisitioned by not less than 5% of the paid-up number of voting members in accordance with Article 6.2 and section 303 of the Act in which case such resolution shall be intimated to all members at least 35 days prior to the date for the General Meeting at which it is to be considered. Members wishing to move any counter-proposals or amendments to the resolution as intimated are required to intimate them to the Company Secretary in writing not less than 28 days prior to the date for that General Meeting.
7.3 The Company Secretary shall ensure that not less than 21 clear days’ notice in writing is given of every AGM and that not less than 14 days clear notice in writing is given of every EGM and that such notice in either case specifies the date, place, and time of the General Meeting and in the case of special business the nature of that business.
7.4 The accidental omission to give intimation of an AGM or EGM to or the non receipt of such notice by any member entitled to receive notice thereof shall not invalidate any resolution passed at or any proceedings of any General Meeting. Any voting member present at any General Meeting of the Company shall be deemed to have received notice of that General Meeting and where appropriate of the purpose for which it was called.
7.5 All notices shall include a statement notifying each Member of his right to appoint a proxy as laid down in the Act.
8. THE BOARD OF DIRECTORS
8.1 The affairs of the Company shall be under the management of the Board.
8.2 The Board shall elect one of their members to act as chairman of meetings of the Board.
8.3 In the event of a casual vacancy arising to a position on the Board, the Board may fill it by appointing a member who is willing to act as a Director but such Director shall hold office only to the next AGM at which time he shall, if he wishes to continue to serve, be required to be nominated in writing by a voting member to the Company Secretary at least 70 days before the AGM or if endorsed by the outgoing Board, in accordance with Article 6.3, and be elected at such AGM in accordance with Article 6.5.
8.4 The Company Secretary shall be appointed by the Board.
8.5 The Board may invite such other persons as they deem fit to attend Board Meetings in a non-voting capacity.
8.6 Five Directors present (including the Chairman) shall constitute a quorum of the Board. If such 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 a date within the following fourteen days at the same time and place, when, provided there are no changes to the Agenda, the Directors present will constitute a quorum. Subject to the Chairman’s possible casting vote, each Director has one vote.
8.7 A Director may participate in a meeting of the Board by means of video conferencing, conference telephone or similar communications equipment whereby all the members of the Board participating in the meeting can hear each other. Those so participating shall be deemed to be present in person at such meeting.
9. POWERS AND DUTIES OF THE BOARD
9.1 The Board shall govern the Company and shall be accountable to the members of the Company for the performance of the Company. The Board shall have overall responsibility and shall perform all statutory duties of the Company
9.2 The Board shall be responsible for strategic functions, preparing the corporate plan and, annual operational plan, and monitoring progress. The Board may achieve this by establishing appropriate working groups and advisory groups.
9.3 The Board shall, as and when it is appropriate for the Company to have a policy on any topic, prepare a draft Policy, inform members of the draft, publish it so that all members have an opportunity to consider it and comment on it and, after considering all comments received and making any adjustments to the draft which it considers appropriate, refer the draft Policy to the next AGM. Any such draft Policy shall become a Policy of the Company if approved at the AGM. Any such Policy of the Company may be amended or revoked by an equivalent process of consultation and approval. In the event of a conflict between the terms of the Articles and the terms of a Policy, the terms of the Articles shall prevail over the terms of the Policy
9.4 The Board shall communicate and consult with the members by whatever means they deem appropriate, including, for the avoidance of doubt, the website.
9.5 The Board shall have the right to call for production of copies of the constitution or equivalent document of any Club Member.
9.6 Save as otherwise provided, the Board may meet together for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit but shall meet not less than four times in each year. Notice of meetings of the Board along with a full agenda of the business to be transacted and copies of all minutes to be submitted for approval shall be sent to each Board member respectively at least seven clear days prior to the meeting (except for urgent business where, with the prior approval of all Directors then in Scotland, a Board meeting may be held at shorter notice). The Board may at its discretion circulate reports of its meetings to third parties from time to time.
9.7 Members of the Board, working groups and advisory groups may be paid all reasonable travelling, overnight accommodation and other expenses necessarily incurred by them in connection with their attendance at meetings of the Board or otherwise in connection with the discharge of their duties.
9.8 The Board may appoint from within the membership of the Company such representatives to other bodies as it deems appropriate.
9.9 All acts done by any meeting of the Board shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any member 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.
10. RESIGNATION OF BOARD MEMBERS
The office of Director shall be vacated if the holder:
(a) becomes insolvent or makes any arrangement or composition with his creditors generally;
(b) becomes prohibited from being a Director by reason of any order made under the Company Directors’ Disqualification Act 1986 and every statutory modification and re-enactment thereof for the time being or in force;
(c) becomes incapable for medical reasons of fulfilling the duties of his office and such incapacity as certified (if necessary) by two medical practitioners is expected to continue for a period of more than six months from the date or later date of such certification;
(d) by notice in writing to the Company Secretary resigns his office;
(e) is directly interested in any contract with the Company and fails to declare the nature of his interest in the manner required by Article 12 and the Board resolves that he vacates that office; or
(f) fails to attend three consecutive Board meetings and the Directors resolve that that he vacates that office.
11. WORKING GROUPS AND ADVISORY GROUPS
11.1 The Board may establish such working groups and advisory groups as it deems necessary to advise on and oversee the implementation and operation of policy and to deliver the Company’s annual operational plan in line with the current strategic plan in conjunction with the Staff or to investigate and report on matters as set out in terms of reference drawn up by the Board.
11.2 The Board shall appoint the members and conveners of any such working groups and advisory groups from the elected members of the Board and from members of clubs and Individual Members with the expertise, interest and availability to assist the working groups and advisory groups in their work programme. The Board may also appoint members who are not members of the Company but have special expertise or represent partnership bodies. In each case, the working groups and advisory groups will be supported by the Staff.
12. CONFLICTS OF INTEREST
12.1 Any person being nominated for election as a Director or for appointment to any working group or advisory group who has any financial interest in Mountaineering shall before accepting nomination state them fully in writing to the Company Secretary who shall inform any others concerned to know of them. No person having made such a statement of financial interest shall act as a Director or a member of any working group or advisory group until notified by the Company Secretary of the Board’s acceptance of his disclosure. The above provisions shall apply mutatis mutandis to any person who subsequent to his nomination, election or appointment as the case may be acquires any financial interest in Mountaineering.
12.2 All Directors and Staff together with any working group or advisory group members shall have an obligation to declare any interest which might arise in respect of dealings with the Company by themselves and/or by parties with whom they are connected or associated and, where such interests do arise, to avoid conflicts of interest by way of such declaration either of a general nature to the Company Secretary on an annual basis or of a specific nature to the Chairman of the meeting in question. Where a conflict, real or potential, arises in any meeting, the Chairman of the meeting in question may determine:
(a) whether the potential or real conflict only be minuted; or
(b) whether in addition the Director, working group or advisory group member in question, whilst being permitted to remain at the meeting, must not partake in discussions or decisions relating to such matter; or
(c) whether in addition the Director, working group or advisory group member in question should be required to leave the meeting during the discussion on that particular matter (on the basis that his leaving will be disregarded in determining whether the meeting remains quorate).
13.1 The Board shall be responsible for the setting of budgets and the keeping of accounts and records showing a true and fair view of the financial affairs of the Company. The Board shall be responsible for overseeing the operation of the Company’s banking arrangements for the collection of the annual subscriptions and all other revenue of the Company and for the oversight of any capital assets of the Company.
13.2 The Company’s annual accounting date shall be 31 March or such other date as may from time to time be decided by the Board who shall inform those concerned to know of it. Copies of the statutory financial statements and reports shall be made available to all members, in terms of the Act, before they are filed at Companies House.
14. SUSPENSION OF MEMBERS
If it is made to appear to the Board that any member has conducted himself in a manner detrimental to the reputation or interests of Mountaineering or the Company, they shall have power to suspend that member from the Company. Before so proceeding, the Board shall cause the evidence to be reduced to writing, and shall then intimate to the relevant member such evidence and their intention to proceed under this Article, inviting him to a hearing, within twenty eight days, and to adduce any explanation or evidence which he wishes to have considered by the Board in determining the matter. Any member so suspended has the right, by notice in writing to the Company Secretary within fourteen days of the decision being intimated to him, to appeal against the Board’s decision, to the next AGM, the decision whereof shall be final. After that AGM, a suspended member will cease to be a member unless he has appealed and the AGM has allowed his appeal.
Subject to the provisions of Section 232 and 234 of the Act, the Directors or members of any working group or advisory group and all any other office bearers or Staff for the time being of the Company shall be indemnified out of the Company’ funds against all loss, costs and charges which they may respectively incur or be put to on account of any contract, deed, act, matter or thing done, entered into, executed or permitted by them on behalf of the Company. Subject as aforesaid, no Director or any working group or advisory group member or any other office bearer or Staff or his or her executors or administrators shall be liable for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired for or on behalf of the Company or for the insufficiency or deficiency of any obligation of security in or upon which any funds of the Company shall be invested or for any loss or damage arising from bankruptcy, insolvency or wrongful act of any person or body with whom any monies, securities or effects shall be deposited or for any loss, damage or misfortune whatsoever which shall happen in the execution of the duties of his or her office or in relation thereto unless the same shall happen through his or her own fraud, wilful neglect, default, breach of duty or breach of trust.
If upon the winding up of the Company there remains after the satisfaction of all its debts and liabilities any surplus whatsoever, it shall be paid to or distributed among the members of the Company only if the members all have objects similar to the objects of the Company and restrictions in their constitutions on the distribution of their income and property to members equivalent to the restriction under Article 2.3 hereof, and otherwise shall be distributed to some other body or charity based in Great Britain which has objects similar to the objects of the Company and which does have such a restriction, such other body to be determined by the voting members of the Company before the time of dissolution.
These Articles of Association are as amended following the passing of a Special Resolution approved by members at the Extraordinary General Meeting on 15 November 2014.