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MALAYALEE ASSOCIATION OF THE UK

MEMORANDUM OF ASSOCIATION

(CONSTITUTION)

JANUARY  –   2004

Company Reg: 4934084

Charity     Reg: 1102653

 

THE COMPANIES ACT 1985 AND 1989

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

 

MEMORANDUM OF ASSOCIATION

OF

MALAYALEE ASSOCIATION OF THE UK

 

1.The name of the company is Malayalee Association of the UK.

2.The registered office of the company shall be situated in England and Wales.

 

The Company’s Objects

  1. The Objects of the Company are:
  1. The advancement of education, health, social care, welfare, leisure and recreation, social cohesion and community development with particular emphasis on the Malayalee community.
  2. The provision of facilities, support and resources with the object of improving the conditions and equality of life of persons who have need for such facilities as aforesaid by reason of their youth age infirmity or disablement poverty or social and economic circumstances upon terms appropriate to their means.
  3. To promote or assist in the provision of relief from poverty.

The Company’s Powers

  1. In order to give effect to these objects, but not to do anything except to carry out these objects, the company will have the following powers:
  1. To provide a centre or centres for meetings and events and for giving advice, information, training, education, social care, leisure services, other ancillary events and for the provision of outreach and contact services.
  2. To establish and develop contacts and partnerships between the beneficiaries and governments, statutory service providers, private business and voluntary and community organisations at local, national and international levels.
  3. To promote and develop the general welfare of the beneficiaries and the community and to foster a spirit of unity, co-operation and harmony amongst them through educational, social care, health and cultural activities.
  4. To undertake outreach work.
  5. To procure contributions and raise funds for the company by personal or written appeals, events and public meetings or in other ways.
  6. To collect and to make available information about issues concerning the objects of the company and to exchange information with other bodies and partners having similar objects.
  7. To procedure, write, print, publish, issue and circulate such newsletters, papers, books, periodicals and pamphlets or other documents, films, recorded tapes, or other means of recording information as will help achieve the objects of the company, either free in kind or charging for them.
  8. To accept gifts, legacies and donations and to borrow or raise moneys for the objects of the company on such terms as shall be thought appropriate.
  9. To purchase, lease, exchange, hire, or otherwise obtain any offices or other premises (known as “real property”) and any furniture, goods and equipment which are needed, and to construct, maintain and repair them PROVIDED THAT if the company takes or holds any real property in locations subject to the jurisdiction of the Charity Commissioners for England and Wales, the company shall not sell, mortgage, charge or lease any real property without any authority, approval or consent as is required in law, and as regards any real property the directors shall be personally liable for any problems or liabilities which arise because any authority, approval or consent has not been obtained, and any real property which the company holds shall be subject to any controls or requirements imposed by the Chancery Division of the High Court or the Charity Commissioners.
  10. To undertake and execute any charitable trusts which may lawfully be undertaken by the company.
  11. To invest the moneys of the company not immediately required for its purpose in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided.
  12. To open and maintain bank and/or building society accounts, raise and invest funds and borrow money. Should the company choose to take them on, to employ, pay and dismiss staff.  To take on volunteers and do all such things as the directors decide are necessary for the achievement of these objects provided that the company’s objects shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers.
  13. To take out all insurances as are appropriate in the opinion of the directors including professional indemnity insurance provided that such insurance shall not protect the directors from deliberately or recklessly unlawful acts or omissions. None of the directors shall be liable for any loss to the property of the company by reason of any improper investment made in good faith (so long as the directors have sought professional advice before making such investment) or for the negligence or fraud of any agent or employee employed by the company or any volunteer taken on by the company in good faith or for the negligence or fraud of any of the other directors provided reasonable supervision has been exercised. None of the directors shall be liable by reason of any other mistake or omission made in good faith by them or any one of them so long as they have sought proper professional advice.
  14. To affiliate to any charitable institution, body, group, organisation, society or authority having similar objects.
  15. To make provision for staff pensions and superannuation to or on behalf of employees and their widows and other dependants after taking into account the company’s financial circumstances.
  16. To make charitable donations in furtherance of the objects set out above.
  • To establish and support or aid the establishment and support of new branches, any charitable trust, associations or institutions or partners and to subscribe or guarantee money for charitable purposes in any way connected with or calculated by the board of the company to further any objects of the company, and to give financial help to any charitable organisation or organisations.

Directors not to be employees or paid a wage

  1. The income and property of the company may only be used for the promotion of its objects. No part of its income and property shall be paid or transferred directly or indirectly in any way whatsoever as a profit to members of the company and/or the directors and/or co-optees to the board of the company. No director or co-optee to the board of the company shall be appointed to any post paid by salary or fees, or receive any remuneration or loan or other benefit in money or money’s worth from the company.  No employee of the company shall be eligible to become a director of the company or be given any loan by the company.  But nothing shall prevent any payment in good faith by the company:
    1. Of reasonable and proper remuneration to any member, officer or employee of the company who is not a director or a co-optee to the board of the company for any services rendered to the company
    2. Of out-of-pocket expenses to directors, co-optees to the board of the company and volunteers
    3. Of interest at a rate not exceeding 2.5 per cent per annum on money lent or reasonable and proper rent for premises demised or let to the company by any director or co-optee to the board of the company
    4. Of fees, remuneration or other benefits in money or money’s worth to a company of which a director or co-optee to the board of the company is a member holding not more than one hundredth part of the issued capital of that company
    5. Of the usual professional charges for consultancy or business done by any director 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. A majority of the directors must never benefit from this provision.  A director must disclose his/her interest and withdraw from any meeting where his/her engagement or remuneration, or that of his/her partners, is being discussed.

Amendments to this document

      1. No additions, alterations or amendments shall be made to these Memorandum or Articles of Association except by special resolution passed at a General Meeting. No additions, alterations or amendments shall be made to Clause 3, Clause 5, Clause 9 or this Clause without prior consent in writing of the Charity Commissioners. No other additions, alterations or amendments shall be made without the Charity Commissioners’ approval.  No additions, alterations or amendments shall be made that would have the effect that the company ceases to be a company to which Section 30 of the Companies Act 1985 applies.
      1. The liability of the members shall be limited.

Members’ contribution

      1. Every member of the company undertakes to contribute such amounts as may be required not exceeding £1 to the assets of the company if it should be wound up whilst he/she is a member or within one year after he/she ceases to be a member. The contribution goes towards payment of the company’s debts and liabilities contracted before he/she ceased 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.

Dissolution

      1. The company may be dissolved by a resolution passed by a two-thirds majority of those present and voting at a Special General Meeting of which 21 days’ notice shall have been given. Such resolution may give directions for the disposal of any assets held by the company provided that such directions are proper in law and that any property remaining after the satisfaction of all debts and liabilities shall not be paid to the members of the company but shall be given or transferred to other charitable organisation(s) having objects similar to the objects of the company.

 

THE COMPANIES ACT 1985 AND 1989

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

 

ARTICLES OF ASSOCIATION

OF

MALAYALEE ASSOCIATION OF THE UK

 

1.In this document the words in the first column of the Table have the meaning set out in the second column, if not inconsistent with the subject or context –

The Act The Companies Acts 1985 and 1989,And
any statutory modification and,Re-enactment
thereof for the time being,In
force
These Articles These Articles of Association and the,Regulations
of the company from time,To
time in force
The company This company
The directors The Board of the
company
The Office The registered office
of the company
The United Kingdom Great Britain and
Northern Ireland
Month Calendar month
In writing Written, printed or lithographed, or,Partly
one and partly another, and,other
modes of representing or,producing
words in a visible form
Clear days In relation to a period of notice means that period excluding the day on which the notice is given or deemed to be given and the day for which it is given or on which it is to be taken effect
Post Includes electronic mail
Subscribers Persons who propose to be the
company’s first directors

Words importing the singular number only shall include the plural number and vice versa

Words importing the masculine gender only shall include the feminine gender

Words importing persons shall include registered companies

Subject to the above, any words or expressions defined in the Act shall, if not inconsistent with the subject or context, bear the same meanings in the Articles.

      1. The company is established for the purposes expressed in the Memorandum of Association.

Who the members are

      1. The subscribers to the Memorandum of Association shall be members of the company. The directors may invite organisations or individuals that support the objects of the company to be members of the company provided always that no individual shall be admitted to membership who has not reached the age of eighteen or any person who is prohibited by law from being a member. The directors shall draw up any special regulations as to subscriptions, rights of members, conditions of admission to, withdrawal of, removal of and retirement from membership and any other matters deemed necessary.  No person shall be admitted as a member of the company unless approved by the directors.  Every person who wishes to become a member shall deliver to the company an application for membership in writing in such a form as the directors require which must be signed or otherwise marked by the person applying for membership himself/herself.  Members must sign the register of members.  Any person refused membership or having membership withdrawn shall be notified in writing and shall have the right to make representations to the directors within 28 days of their decision being taken.
      1. A member may at any time withdraw from the company by giving at least seven clear days’ notice o the Secretary. Members shall not transfer their membership to someone else. A person shall cease to be a member of the company if his/her subscription has not been paid within one month after the date on which it shall fall due or at a date to be set by the board of the company.

GENERAL MEETINGS

      1. The company shall hold a General Meeting in every calendar year as its Annual General Meeting, each Annual General Meeting to take place within fifteen months of the last one. Subject to this, the Annual General Meeting shall take place on a date and at a time and location decided by the directors, and they must specify these details in notices calling it. The first Annual General Meeting must be held within eighteen months of the date of the company’s incorporation.
      1. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings except a meeting to dissolve the company, which shall be called a Special General Meeting.
      1. The directors may whenever they think fit convene an Extraordinary General Meeting, and Extraordinary General Meetings must also be convened if 10% of the members request in writing that an Extraordinary General Meeting is called PROVIDED THAT Section 368 of the Act is complied with. If the directors cannot form a quorum the remaining directors must call an Extraordinary General Meeting for new directors to be appointed.

Notice to call a general meeting

      1. Members must be given at least twenty-one clear days’ notice in writing of every Annual General Meeting and twenty-eight clear days’ notice of every Extraordinary General Meeting convened to pass a Special Resolution. Members must be given at least fourteen clear days’ notice in writing of every other General Meeting. The notice must specify the place, the day and the hour of the meeting.  In the case of special business details of the general nature of that business shall be given to members, the auditors and such other persons as are under these Articles or under the Act entitled to receive such notices.  With the consent of all the members having the right to attend and vote at the meeting, or of such proportion of them as is set out by the Act in the case of meetings other than the Annual General Meeting, a meeting may be convened by such notice as those members may think fit.
      1. The accidental omission to give notice of a meeting to, or the non-receipt of such notice by, any person entitled to receive notice shall not invalidate any resolution passed at any meeting.
      1. The Annual General Meeting shall consider the income and expenditure account and the balance sheet, the Annual Report of the company, the directors’ report, the auditor’s report, the appointment of, and the fixing of the remuneration of, the auditors, and the election of the directors in the place of those retiring. All other business transacted at the Annual General Meeting and all business transacted at an Extraordinary General Meeting shall be deemed special business.

Quorum at a general meeting

      1. No business shall be transacted at a General Meeting called by the directors unless a quorum is present when the meeting proceeds to business. Until otherwise decided at a General Meeting called by the directors a quorum shall be one-tenth of the membership or forty members, whichever shall be greater.
      1. If within an hour from the time appointed for the holding of a General Meeting called by the directors a quorum is not present, it shall be adjourned to the same day in the next week, at the same time and place, or at such other time and place as the directors shall determine. Whenever a meeting is adjourned for fifteen days or more all persons entitled to it shall be given notice of the new date, time and location of the meeting. If the meeting is adjourned for 30 days or more, notice must be given as if a new meeting was being called.
      1. If within half an hour from the time appointed for the holding of the reconvened General Meeting called by the directors no quorum as specified in Article 11 is present, such persons as are present shall form the quorum.
      1. If within half an hour from the time appointed for the holding of any other General Meeting a quorum is not present, the meeting shall be dissolved. The quorum for such a meeting shall be 10% of the members entitled to be present who are actually present.
      1. Elections shall take place at the General Meeting for the election of the directors who shall also be charity trustees.
      1. The Chairperson may, with the consent of any meeting at which a quorum is present, adjourn the meeting to another time, date or location. The members present at the meeting may also require the Chairperson to adjourn the meeting. If the adjournment is for more than 30 days, new notices must be sent to every person entitled to receive one.  When the meeting resumes, only the outstanding business from the original meeting shall be dealt with.  The Chairperson of the General Meeting shall normally be the chairperson of the company but may be any other that present at the meeting deem appropriate, including an independent person who is not a member of the company.

Voting

      1. At any General Meeting a resolution put to a vote shall be decided on a show of hands unless the Chairperson or at least three persons present demand that there is a secret ballot. Any special resolution must be carried by the votes of three quarters of those present and entitled to vote. A declaration by the Chairperson of the meeting that a resolution has been carried, or carried by a particular majority, or unanimously, or lost shall be final and an entry to that effect shall be made in the minute book as conclusive evidence of the fact.
      1. If a secret ballot is called, the Chairperson shall decide how it is to be conducted; it shall be conducted at the meeting, but may be held at the end of the meeting.
      1. There shall not be a secret ballot to decide who chairs the meeting or to decide if the meeting should be adjourned, and a simple majority shall take such decisions on a show of hands.
      1. Every person entitled to vote shall have one vote. In the event of there being a tie, the Chairperson has a second or casting vote. Member organisations may appoint one person to be its representative and to vote on its behalf at general meetings.
      1. No person shall be entitled to vote on any question at any General Meeting who has not been accepted into membership and paid any subscription levied.
      1. It shall be assumed that every person voting is entitled to vote at the General Meeting unless an objection is raised at the meeting. The Chairperson, whose decision shall be final, shall deal with any objection.
      1. Votes must be case personally. An organisation may vote only by its authorised representative whose name has been given to the Secretary at least seven days before the meeting takes place.

DIRECTORS 

      1. Until otherwise determined by a General Meeting the number of directors shall be not less than nine and until otherwise specified by the members in a General Meeting there shall be no specific maximum number. The first directors shall be as named as subscribers in the Statement delivered to the Registrar of Companies pursuant to Section 10 of the Act.

Co-opting

      1. The remaining directors may appoint a member of the company to fill a vacancy on a permanent basis or on as temporary basis if a director is likely to be absent for more than three months. Anyone so appointed shall remain in office only until the return of the director being replaced or until the next Annual General Meeting, whichever is sooner, when he/she must resign but subject to Article 30. He/she shall be eligible for election subject to the rules set out below.  In the event of there being more than one vacancy and/or there being no possibility of forming a quorum there must be a General Meeting called to elect new directors.  No business shall be lawfully transacted whilst such a meeting is pending, except for the acceptance of persons into membership.

 

      1. No person who is not a member of the company shall be a director. Persons with a particular skill to contribute to the company may be invited to attend and contribute to the board of the company, sub-committee or working groups but shall not be entitled to vote.
      1. The directors shall manage the business of the company. The Memorandum sets out the powers of the company. The directors may carry out any of those powers that are not required by law or by the Memorandum and Articles of Association to be carried out by a General Meeting.  The company shall employ no director for remuneration.
      1. The board of the company shall meet every two months or more or less often if they so decide.

THE SECRETARY

      1. Section 283 of the Companies Act 1985 says that every company must have a Secretary. The directors shall appoint the Secretary for such time and at such remuneration and upon such conditions as they think fit, and they may remove any Secretary so appointed. The members in a General Meeting may determine some other system of appointment.  The Secretary may be a director, in which case, the Secretary shall not be paid except in respect of out-of-pocket expenses.  Section 284 says that if a document must be signed by the Secretary and a director, the signatures of two different people must appear on it; the Secretary is not allowed to sign it twice, as Secretary and a director.

DISQUALIFICATION OF DIRECTORS 

      1. A director must vacate his/her office:
      • if he/she becomes bankrupt or makes any arrangement or composition with his/her creditors generally
      • if he/she becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her property and affairs
      • if he/she ceases to be a member of the company or ceases to be eligible to be a member of the company
      • if, being a representative of a member organisation, he/she ceases to be that organisation’s representative
      • if he/she fails to pay his/her subscription within one month of it falling due
      • if he/she gives written notice of resignation
      • if he/she fails without giving a reason or apologies to attend three consecutive directors’ meetings
      • if he/she ceases to hold office by virtue of any provision of the Act or if he/she becomes prohibited at law from being a director and/or a charity trustee
      • if two-thirds of the directors vote to remove him/her from office on any grounds PROVIDED THAT he/she has been given an opportunity to be heard at a board meeting.

In addition, pursuant to Section 303 of the Act, the company may by ordinary resolution at a General Meeting remove any director before the expiration of the period of office.  They may replace him/her by another director by ordinary resolution who shall hold office for the remainder of the previous director’s term in office, but subject to Article 30.

Quorum for management committee meetings

      1. The directors shall regulate their meetings as they think fit and shall determine the quorum necessary for the transaction of business. Unless otherwise determined, seven shall be a quorum. A majority may decide questions.  In the case of a tie, the Chairperson of the meeting shall have a second or casting vote.
      1. The directors shall decide when their next meeting is to take place. Any one of the directors may instruct the Secretary at any time upon seven days’ notice in writing to call a meeting of the directors. A director who is outside the United Kingdom is not entitled to receive notice of the meeting or cast a vote unless the directors have agreed the contrary before he/she leaves the United Kingdom.

Election of officers

      1. The first directors’ meeting following the Annual General Meeting shall elect a director as President who shall be entitled to preside at all directors’ meeting at which he/she is present. The Vice-President, Secretary and Treasurer and other officers shall also be elected at that meeting. Should an officer resign or be removed (see Article 31) during his/her term of office, the directors shall elect a replacement who may remain in post only until the next Annual General Meeting.
      1. A meeting of the directors at which a quorum is present shall be competent to exercise all the authorities and powers by or under the regulations of the company for the time being vested in the directors.
      1. Any acts done in good faith by any meeting of the directors shall be valid even if it is afterwards discovered that there was some defect in the appointment or continuance in office of any person acting as a director or that the person is a disqualified person. This applies only if the directors were unaware of the problem and acted immediately they became aware of it.

Keeping proper records

      1. The directors shall keep proper written records of all their decisions and a proper written record of whom was present at each meeting. The directors shall cause proper minutes to be kept of all appointments of officers made by them and of the proceedings of all their meetings and all business transacted at such meetings. All such records including details of who was present at each meeting and minutes shall be entered in books provided for the purpose.  Any record signed by the Chairperson of the meeting shall be evidence of what happened at the meeting without the need for any further proof of the facts stated in it.
      1. A resolution in writing signed by all the directors shall be as valid as if it had been passed at a meeting.

ROTATION OF DIRECTORS

      1. At the first Annual General Meeting and every two subsequent Annual General Meetings, one half of the members of the Board at the time being, or if their numbers is not a multiple of two then the number nearest to one half shall retire from the office. The retiring directors shall be eligible for re-election.
      1. The members of the Board to retire shall be those who have been longest in office since their last appointment. As between members of equal seniority, the members to retire shall in the absence of agreement be settled from among them by lot. The length of time a member has been in office shall be computed from his/her last election or appointment.  A retiring member of the board shall be eligible for re-election.
      1. The company may, at the meeting at which a member of the board retires in manner aforesaid fill up the vacated office by electing a person thereto and in default the retiring member shall, if offering him/herself for election be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office, or unless a resolution for the re-election of such member shall have been put to the meeting and lost.
      1. The company may from time to time in General Meeting increase or reduce the number of the board (but not below three) and determine in what rotation such increased or reduced number shall go out of office and may make the appointment necessary for effecting any such increase.
      1. No person shall be eligible for election to the board of directors unless at least seven days before the date of the meeting the Secretary has been given notice in writing in the prescribed form of his/her intention to stand for election.
      1. In addition and without prejudice to the provisions of Section 303 of the Act, the company may by Extraordinary Resolution remove any member of the board before the expiration of his/her period of office and may by an Ordinary Resolution appoint another qualified member of his/her stead; but any person so appointed shall retain his/her office only as a member in whose place he/she is appointed would have held the same if he/she had not been removed.

ACCOUNTS

      1. The directors shall cause accounting records to be kept in accordance with the requirements Part VV of the Act and the Charities Acts.
      1. The accounting records shall be kept at the office and may not be removed from the office except by the auditors as is necessary.
      1. The accounting records shall always be open to inspection by the directors. The directors shall decide upon what conditions inspection of the accounting records shall be available to members of the company.
      1. The company shall from time to time in accordance with the provisions of the Act cause to be prepared such income and expenditure accounts, balance sheets and reports as are required by the Act and the Charities Acts. The company shall send a copy of the Annual Accounts together with a copy of the Annual Report for that financial year and a copy of the auditors’ report on those accounts to the auditors, if the company is required in law to appoint auditors, or has in fact appointed auditors. They shall also be sent to every person entitled to receive them in accordance with Section 238 of the Act not less than 21 days before the date of the meeting at which those documents are to be considered in accordance with Section 241 of the Act.

AUDIT 

48.Accounts shall be prepared in accordance with the provisions of Part VII of the Act and the Charities Acts.  Unless the company is eligible for and has decided to implement the small company audit exemptions, once at least in every year the accounts shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by a properly qualified auditor.

      1. The Annul General Meeting shall appoint auditors (if so required in law and/or if so decided by the Annual General Meeting) and their duties shall be regulated in accordance with the provisions of the Act.

NOTICES 

      1. A notice may be served by the company upon any member either personally or by sending it through the post in a prepaid envelope by first class post or may be served by electronic mail addressed to the address appearing in the register of members.
      1. Unless otherwise agreed at a General Meeting, notices will only be sent to members with an address in the United Kingdom.
      1. Any notice that is posted will be deemed to arrive within two days of being posted. A record of posting must be kept because evidence of posting is deemed to be evidence of the notice arriving at its destination.

RULES 

      1. The directors shall be entitled to make any rules, regulations, or bylaws to make the running of the company easier or more efficient or which may be necessary to give effect to these Articles. Any such rules, regulations or bylaws must comply with the Act and the Charities Act and complement, not conflict, with these Articles. The company in a General Meeting has the power to change the rules, regulations or bylaws.

DISSOLUTION 

      1. Clause 9 of the Memorandum of Association, which refers to the winding up and dissolution of the company, shall have effect as if set out in full again in these Articles.

INDEMNITY 

      1. In relation to the affairs of the company and subject to any rules in the Act, and without prejudice to any other indemnity to which the directors may be entitled, every director, employee, auditor or volunteer of the company shall be indemnified out of the assets of the company against any liability they incur in that capacity in defending any proceedings, civil or criminal, in which judgement is given in their favour or in which they are acquitted. They are also entitled to indemnify if a court grants them relief from liability for negligence, default, breach of duty or breach of trust relating to the affairs of the company.