Memorandum AND Articles of Association
THE COMPANIES ACT. 1948.
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
Memorandum AND Articles of
Association
MAISEMORE GARDENS LIMITED
Incorporated the 6th day
of February. 1962.
Coffin, Mew Be Glover,
Solicitors. Portsmouth.
No. 714547
Certificate of
Incorporation
I HEREBY CERTIFY that MAISEMORE GARDENS
LIMITED is this day Incorporated under the Companies Act, 1948,
and that the Company is LIMITED.
GIVEN under my hand at London this Sixth
day of February One thousand nine hundred and sixty-two.
L. S. WHITFIELD,
Assistant Registrar of Companies
THE COMPANIES ACT, 1948.
HAVING A SHARE
CAPITAL.
MEMORANDUM OF ASSOCIATION
OF
MAISEMORE GARDENS LIMITED.
1.
The name of the Company (hereinafter
called "the Association") is "MAISEMORE GARDENS LIMITED".
2.
The registered office of the Association will
be situate in England.
3.
The objects for which the Association is
established are: ‑
(A)
To purchase land at Maisemore Gardens,
Emsworth, Hampshire, and to develop and manage the same for the
joint and several use of the owners and occupiers from time to
time of the dwellings known as Maisemore Gardens.
(B)
To establish and maintain or to lease or
otherwise dispose of such part of the said land as the
Association shall allocate for use by such owners and occupiers
as aforesaid and to make all rules and regulations concerning
the same and to raise such money as may from time to time be
required.
(C)
Subject to the provisions of section 14 of
the Companies Act, 1948, to purchase, take on lease or in
exchange, hire or otherwise acquire any real or personal
property and any rights or privileges which the Association may
think necessary or convenient for the promotion of its objects,
and to construct, maintain and alter any buildings or erections
necessary or convenient for the work of the Association.
(D)
To sell, let, mortgage, dispose of or turn to
account all or any of the property or assets of the Association
as may be thought expedient with a view to the promotion of its
objects.
(E)
To undertake and execute any trusts which may
lawfully be undertaken by the Association and may be conducive
to its objects.
AND NOT
2.
(F)
To borrow or raise money for the
purposes of the Association on such terms and on such security
as may be thought fit.
(G)
To invest the
moneys of the Association not immediately required for its
purposes 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.
(H)
To establish and
support or aid in the establishment and support of any
charitable associations or institutions and to subscribe or
guarantee money for charitable purposes in any way connected
with the purposes of the Association or calculated to further
its objects.
(1) To do all such other
things as are incidental or conducive to the attainment of the
above objects or any of them.
Provided that: -
(i)
In case the
Association shall take or hold any property which may be subject
to any trusts, the Association shall only deal with or invest
the same in such manner as allowed by law, having regard to such
trusts.
(ii)
The Association
shall not support with its funds any object, or endeavor to
impose on or procure to be observed by its members or others any
regulation, restriction or condition which if an object of the
Association would make it a Trade Union.
(iii)
In case the
Association shall take or hold any property subject to the
jurisdiction of the Charity Commissioners for England and Wales
or Minister of Education, the Association shall not sell,
mortgage, charge or lease the same without such authority,
approval or consent as may be required by law, and as regards
any such property the Council of Management or Governing Body of
the Association shall be chargeable for any such property that
may come into their hands and shall
be
answerable and accountable for their own
acts, receipts, neglects and defaults, and for the due
administration of such property in the
same manner and
to the same
extent as they would as such Council of
Management or Governing Body have
been if no incorporation had been
effected.
and the
incorporation of the Association shall not diminish or impair
any control or authority exercisable by the Chancery Division;
the Charity Commissioners or the Minister of Education over such
Council of Management
or Governing
Body, but they shall as regards any such property be subject
jointly and separately to such control or authority as if the
Association were
nor incorporated.
3.
4. The
income and property of the Association, whencesoever derived,
shall be applied solely towards the promotion of the objects of
the Association as set forth in this Memorandum of Association,
and no portion thereof shall be paid or transferred directly or
indirectly, by way of dividend, bonus or otherwise howsoever by
way of profit, to the members of the Association.
Provided that nothing
herein shall prevent the payment, in good faith, of reasonable
and proper remuneration to any officer or servant ‘of the
Association, or to any member of the Association, in return for
any services actually rendered to the Association, nor prevent
the payment of interest at a rate not exceeding 6 per cent. per
annum on money lent or reasonable and proper rent for premises
demised or let by any member to the Association; but so that no
member of the Council of Management or Governing Body of the
Association shall be appointed to any salaried office of the
Association or any office of the Association paid by fees, and
that no remuneration or other benefit in money or money's worth
shall be given by the Association to any member of such Council
or Governing Body, except repayment of out-of-pocket expenses
and interest at the rate aforesaid on money lent or reasonable
and proper rent for premises demised or let to the Association;
provided that the provision last aforesaid shall not apply to
any payment to any company of which a member of the Council of
Management or Governing Body may be a member, and in which such
member shall not hold more than one hundredth part of the
capital, and such member shall not be bound to account for any
share of profits he may receive in respect of any such payment.
5.
The liability of the
members is limited.
6.
Every member of the
Association undertakes to contribute to the assets of the
Association, in the event of the same being wound up while he is
a member, or within one year after he ceases to be a member, for
payment of the debts and liabilities of the Association
contracted before he ceases to be a member, and of the costs,
charges and expenses of winding up. and for the adjustment of
the rights of the contributories among themselves, such amount
as may be required not exceeding £1.
7.
If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, an• Neil—Tiny whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Association under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the members of the Association at or before the time of dissolution, and it and so far as effect cannot be given to such provision, then to some charitable object.3a.
We, the several
persons whose names and addresses are subscribed, are
desirous of being formed into a Company in pursuance of this
Memorandum of Association.
NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS.
Peter James Vincent
Coulter,
26, Brading Avenue, Southsea.
Clerk.
John Purdy, 2,
ldsworth Rd.,
Cowplain, Hants.
Builder.
Leslie George
Byres, 59, Linda Grove,
Cowplain, Hants.
Builder.
Peter Greenhalgh
Crompton,
2, Berkeley Square,
Havant, Hants.
Estate
Agent.
Gladys Joyce
Crompton,
2, Berkeley Square,
Havant, Hants.
Married Woman.
Barbara Alice
Mew.
Drift House, Brook Avenue,
Warsash, Hampshire.
Married Woman.
Robert Alexander
Mew,
17, Hampshire Terrace, Portsmouth.
Solicitor.
Dated this 19th day of
January, 1962.
Witness to the above Signatures:‑
M.
Mountain,
Clerk to
Messrs. Coffin, Mew & Clover,
Solicitors, Portsmouth
THE COMPANIES ACT, 1948.
4
COMPANY LIMITED BY
GUARANTEE AND NOT HAVING A SHARE CAPITAL.
ARTICLES OF ASSOCIATION
of
MAISEMORE
GARDENS LIMITED.
GENERAL.
| Words |
Meanings |
| The Act |
The Companies
Act, 1948. |
| These presents | these Articles of Association, and the regulations of the Association from time to time in force |
|
|
the
Above-named Company. |
| The Council |
The Council of
Management for the time being of the Association. |
| The Office |
The registered
office of the Association. |
| The Seal |
The common seal
of the Association. |
|
The United |
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 reproducing
words in a visible form. |
And words
importing the singular number only shall include the plural
number, and vice versa.
5.
Words importing the
masculine gender only shall include the feminine gender; and
Words importing persons shall include
corporations.
Subject as aforesaid,
any words or expressions defined in the Act or any statutory
modification thereof in force at the date on which these
presents become binding on the Association shall, if not
inconsistent with the subject or context, bear the same meanings
in these presents.
2.
The number of members
with which the Association proposes to be registered is seven,
but the Council may from time to time register an increase of
members.
3.
The provisions of
section 110 of the Act shall be observed by the Association, and
every member of the Association shall either sign a written
consent to become a member or sign the register of members on
becoming a member.
4.
The Association is
established for the purposes expressed in the Memorandum of
Association.
5.
The subscribers to
the Memorandum of Association and such other persons as the
Council shall admit to membership in accordance with the
provisions hereinafter contained shall be
members
of the Association.
6.
The subscribers to
the Memorandum of Association shall thereby be members of the
Association without further qualification and shall remain
members thereof until by one month's written notice to the
Secretary of the Association a subscriber as aforesaid shall
retire from the Association: All other Members of the
Association must be the owners either solely or Jointly with
another or others of at least one property forming part of
Maisemore Gardens, Emsworth, Hampshire, and shall cease to be a
member of the Association on parting with the title to such
property or properties. The admission of any member either in
succession to a. former
member as a new
member of the Association shall be at the discretion of the
Council of Management.
GENERAL MEETINGS.
7.
The Association shall
hold a General Meeting in every calendar year as its Annual
General Meeting at such time and place as may be determined by
the Council, and shall specify the meeting as such in the
notices calling it, provided that every Annual General Meeting
except the first shall be held not more than fifteen months
after the holding of the last preceding Annual General Meeting,
and that so long as the Association holds its first Annual
General Meeting within eighteen months after its incorporation
it need not hold it in the year of its incorporation or in the
following year.
6.
8.
All General Meetings,
other than Annual General Meetings, shall be called
Extraordinary General Meetings.
9.
The Council may whenever
they think fit convene an Extraordinary General Meeting, and
Extraordinary General Meetings shall also be convened on such
requisition, or in default may be convened by such requisitions,
as provided by section 132 of the Act.
10.
Twenty-one days' notice in writing at the
least of every Annual General Meeting and of every meeting
convened to pass a Special Resolution, and fourteen days' notice
in writing at the least of every other General Meeting
(exclusive in every case both of the day on which it is served
or deemed to be served and of the day for which it is given),
specifying the place, the day and the hour of meeting, and in
the case of special business the general nature of that
business, shall be given in manner hereinafter mentioned to such
persons (including the Auditors)as are under these presents or
under the Act entitled to receive such notices from the
Association; but with the consent of all the members having the
right to attend and vote thereat, or of such proportion of them
as is prescribed by the Act in the case of meetings other than
Annual General Meetings, a meeting may be convened by such
notice as those members may think fit.
11.
The accidental
omission to give notice of a meeting to, or the non-receipt of
such notice by, any person entitled to receive notice thereof
shall not invalidate any resolution passed, or proceeding had,
at any meeting.
PROCEEDINGS AT GENERAL MEETINGS.
12.
All business
shall be deemed special that is transacted at an Extraordinary
General Meeting, and all that is transacted at an Annual General
Meeting shall also be deemed special, with the exception of the
consideration of the income and expenditure account and balance
sheet, and the reports of the Council and of the Auditors, the
election of members of the Council in the place of those
retiring, and the appointment of, and the fixing of the
remuneration of, the Auditors.
13.
No business shall
be transacted at any General Meeting unless a quorum is present
when the meeting proceeds to business. Save as herein otherwise
provided seven members personally present shall be a quorum.
14.
If within half an
hour from the time appointed for the holding
of a General Meeting a quorum is not present,
the meeting, if convened on the
requisition of members, shall be dissolved. In
any other case it shall stand adjourned to
the same day in the next week,
at the same time and place, or at such other place
as the Council may determine, and if at such
adjourned meeting a quorum is not
present within half an hour from the time
appointed for holding the meeting the members
present shall be a quorum.
7.
15.
The Chairman (if any)
of the Council shall preside as Chairman at every General
Meeting, but if there be no such Chairman, or if at any meeting
he shall not be present within fifteen minutes after the time
appointed for holding the same, or shall be unwilling to
preside, the members present shall choose some member of the
Council, or if no such member be present, or if all the members
of the Council present decline to take the chair, they shall
choose some member of the Association who shall be present to
preside.
16.
The Chairman may,
with the consent of any meeting at which a quorum is present
(and shall if so, directed by the meeting) adjourn the meeting
from time to time, and from place to place, but no business
shall be transacted at any adjourned meeting other than business
which might have been transacted at the meeting from which the
adjournment took place. Whenever a meeting is adjourned for
thirty days or more, notice of the adjourned meeting shall be
given in the same manner as of an original meeting. Save as
aforesaid, the members shall not be entitled to any notice of an
adjournment, or of the business to be transacted at an adjourned
meeting.
17.
At any General
Meeting a resolution put to the vote of the meeting shall be
decided on a show of hands, unless a poll is, before or upon the
declaration of the result of the show of hands, demanded by the
Chairman or by at least three members present in person or by
proxy, or by a member or members present in person or by proxy
and representing one-tenth of the total voting rights of all the
members having the right to vote at the meeting. and unless a
poll be so demanded a declaration by the Chairman of the meeting
that a resolution has been carried, or carried unanimously or by
a particular majority, or lost, or not carried by a particular
majority, and an entry to that effect in the minute book of the
Association shall be conclusive evidence of the fact without
proof of the number or proportion of the votes recorded in favor
of or against that resolution. The demand for a poll may be
withdrawn.
18.
Subject to the
provisions of Article 19, if a poll be demanded in manner
aforesaid, it shall be taken at such time and place, and in such
manner, as the Chairman of the meeting shall direct, and the
result of the poll shall be deemed to be the resolution of the
meeting at which the poll was demanded.
19.
No poll shall be
demanded on the election of a Chairman of a meeting, or on any
question of adjournment.
20.
In the case of any
equality of votes, whether on a show of hands or on a poll, the
Chairman of the meeting shall be entitled to a second or casting
vote.
21.
The demand of a poll
shall not prevent the continuance of a meeting for the
transaction of any business other than the question on which a
poll has been demanded.
8.
VOTES
OF MEMBERS.
22.
Subject as
hereinafter provided; every member shall have one vote.
23.
Save as herein
expressly provided, no member other than a member duly
registered, who shall have paid every subscription and other sum
(if any) which shall be due and payable to the Association in
respect of his membership, shall be entitled to vote on any
question either personally or by proxy, or as a proxy for
another member, at any General Meeting.
24.
Votes may be given on
a poll either personally or by proxy. On a show of hands a
member present only by proxy shall have no vote, but a proxy for
a corporation may vote on a show of hands. A corporation may
vote by its duly authorised representative appointed as provided
by section 139 of the Act. A proxy need not be a member.
25.
The instrument
appointing a proxy shall be in writing under the hand of the
appointor or his attorney duly authorised in writing, or if such
appointor is a corporation under its common seal, if any, and,
if none, then under the hand of some officer duly authorised in
that behalf.
26.
The instrument
appointing a proxy and the power of attorney or other authority
(if any) under which it is signed or a notarially certified or
office copy thereof shall be deposited at the office not less
than forty-eight hours before the time appointed for holding the
meeting or adjourned meeting at which the person named In the
instrument proposes to vote, or in the case of a poll not less
than twenty-four hours before the time appointed for the taking
of the poll, and in default the instrument of proxy shall not be
treated as valid. No instrument appointing a proxy shall be
valid after the expiration of twelve months from the date of its
execution.
27.
A vote given in
accordance with the terms of an instrument of proxy shall be
valid notwithstanding the previous death or insanity of the
principal or revocation of the proxy or of the authority under
which the proxy was executed, provided that no intimation in
writing of the death, insanity or revocation as aforesaid shall
have been received at the office before the commencement of the
meeting or adjourned meeting at which the proxy is used.
28.
Any instrument
appointing a proxy shall be in the following form or as near
thereto as circumstances will admit -
"I,
"Of
"a
member of
"Hereby appoint
"Of
"And failing him,
9.
"To vote for me
and on my behalf at the [Annual or
Extraordinary, or Adjourned, as the case may
be] General Meeting of the Association to
be held
"on the
day of
"and at every adjournment thereof.
"As witness my
hand this
day of
19 .
The instrument appointing a proxy shall be
deemed to confer authority to demand or join in demanding a
poll.
COUNCIL OF MANAGEMENT.
29.
Until otherwise
determined by a General Meeting, the number of the members
of the Council shall not be less than three nor more than
seven.
30.
The first members of the
Council shall be the subscribers to the Memorandum of
Association.
31.
The Council may from
time to time and at any time appoint any member of the
Association as a member of the Council, either to fill a
casual vacancy or by way of addition to the Council,
provided that the prescribed maximum be not thereby
exceeded. Any member so appointed shall retain his office
only until the next Annual General Meeting, but he shall
then be eligible for re-election.
32.
No person who is not a
member of the Association shall in any circumstances be
eligible to hold office as a member of the Council.
POWERS OF THE. COUNCIL.
33.
The business of the Association shall be
managed by the Council who may pay all such expenses of, and
preliminary and incidental to, the promotion, formation,
establishment and registration of the Association as they
think fit, and may exercise all such powers of the
Association, and do on behalf of the Association all such
acts as may be exercised and done by the Association, and as
are not by statute or by these presents required to be
exercised or done by the Association in General Meeting,
subject nevertheless to any regulations of these presents,
to the provisions of the statutes for the time being in
force and affecting the Association, and to such
regulations, being not inconsistent with the aforesaid
regulations or provisions, as may be prescribed by the
Association in General Meeting, but no regulation made by
the Association in General Meeting shall invalidate any
prior act of the Council which would have been valid if such
regulation had not been made.
34.
The members for the time
being of the Council may act notwithstanding any vacancy in
their body; provided always that in case the members of the
Council shall at any time be or be reduced in number to less
than the minimum number prescribed by or in accordance with
these presents, it shall be lawful for them to act as the
Council for the purpose of admitting persons
10.
to membership of the
Association, filling up vacancies in their body, or of summoning
a General Meeting, but not for any other purpose.
SECRETARY.
35. The Secretary shall
be appointed by the Council for such time, at such remuneration
and upon such conditions as they may think fit, and any
Secretary so appointed may be removed by them. The provisions of
sections 177 and 179 of the Act shall apply and be observed. The
Council may from time to time by resolution appoint an assistant
or deputy Secretary, and any person so appointed may act in
place of the Secretary if there be no Secretary or no Secretary
capable of acting.
THE
SEAL.
36. The seal of the
Association shall not be affixed to any instrument except by the
authority of a resolution of the Council, and in the presence of
at least two members of the Council and of the Secretary, and
the said members and Secretary shall sign every
instrument to which the seal shall be so affixed in their
presence, and in favour of any purchaser or person bona fide
dealing with the Association such signatures shall be conclusive
evidence of the fact that the seal has been properly affixed.
DISQUALIFICATION OF MEMBERS OF THE COUNCIL.
37. The office of a
member of the Council shall be vacated:‑
(A)
If a receiving order
is made against him or he makes any arrangement or composition
with his creditors.
(B)
If he becomes of
unsound mind.
(C)
If be ceases to be a
member of the Association.
(D)
If by notice in
writing to the Association he resigns his office.
(E)
If he ceases to hold
office by reason of any order made under section 188 of the Act.
(F)
If he is removed from
office by a resolution duly passed pursuant to section 184 of
the Act.
ROTATION OF MEMBERS OF THE COUNCIL.
38. At the first Annual
General Meeting and at the Annual General Meeting to be held in
every subsequent year, one-third of the members of the Council
for the time being, or if their number is not a multiple of
three then the number nearest to one-third, shall retire from
office.
11.
39.
The members of the Council to
retire shall be those who have been longest in office since
their last election or appointment. As between members of
equal seniority, the members to retire shall in the absence
of agreement be selected from among them by lot. The length
of time a member has been in office shall be computed from
his last election or appointment. A retiring member of the
Council shall be eligible for re-e1e'tcT't'an--
40.
The Association may, at the meeting at
which a member of the Council retires in manner aforesaid,
fill up the vacated office by electing a person thereto, and
in default the retiring member shall, if offering himself
for re-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.
41.
No person not being a
member of the Council retiring at the meeting shall, unless
recommended by the Council for election, be eligible for
election to membership of the Council at any General
Meeting, unless within the prescribed time before the day
appointed for the meeting there shall have been given to the
Secretary notice in writing, by some member duly qualified
to be present and vote at the meeting for which such notice
is given, of his intention to propose such person for
election, and also notice in writing, signed by the person
to be proposed, of his willingness to be elected. The
prescribed time above mentioned shall be such that, between
the date when the notice is served, or deemed to be served,
and the day appointed for the meeting there shall be not
less than four nor more than twenty-eight intervening days.
42.
The Association may from
time to time in General Meeting increase or reduce the
number of members of the Council, and determine in what
rotation such increased or reduced number shall go out of
office, and may make the appointments necessary for
effecting any such increase.
43.
In addition, and without
prejudice to the provisions of section 184 of the Act, the
Association may by Extraordinary Resolution remove any
member of the Council before the expiration of his period of
office, and may by an Ordinary Resolution appoint another
qualified member in his stead; but any person so appointed
shall retain his office so long only as the member in whose
place he is appointed would have held the same if he had not
been removed.
PROCEEDINGS OF THE COUNCIL.
44.
The Council may meet
together for the dispatch of business, adjourn and otherwise
regulate their meetings as they think fit, and determine the
quorum necessary for the transaction of business. Unless
otherwise determined, three shall be a quorum. Questions
arising at any meeting shall be decided by a majority of
votes. In case of an equality of votes the Chairman shall
have a second or casting vote.
12.
45.
A member of the Council may, and on the
request of a member of the Council the Secretary shall, at
any time, summon a meeting of the Council by notice served
upon the several members of the Council. A member of the
Council who is absent from the United Kingdom shall not be
entitled to notice of a meeting.
46.
The Council shall from time to time elect
a Chairman who shall be entitled to preside at all meetings
of the Council at which he shall be present, and may
determine for what period he is to hold office, but if no
such Chairman be elected, or if at any meeting the Chairman
be not present within five minutes after the time appointed
for holding the meeting and willing to preside, the members
of the Council present shall choose one of their number to
be Chairman of the meeting.
47.
A meeting of the Council at which a
quorum is present shall be competent to exercise all the
authorities, powers and discretions by or under the
regulations of the Association for the time being vested in
the Council generally.
48.
The Council may delegate any of their
powers to committees consisting of such member or members of
the Council as they think fit, and any committee so formed
shall, in the exercise of the powers so delegated, conform
to any regulations imposed on it by the Council. The
meetings and proceedings of any such committee shall be
governed by the provisions of these presents for regulating
the meetings and proceedings of the Council so far as
applicable and so far as the same
shall not be
superseded by any regulations made by the Council.
V
49.
All acts bona fide done by any meeting of
the Council or of any committee of the Council, or by any
person acting as a member of the Council, shall,
notwithstanding it be afterwards discovered that there was
some defect in the appointment or continuance in office of
any such member or person acting as aforesaid, or that they
or any of them were disqualified, be as valid as if every
such person had been duly appointed or had duly continued in
office and was qualified to be a member of the Council.
50.
The Council shall cause proper minutes to
be made of all appointments of officers made by the Council
and of the proceedings of all meetings of the Association
and of the Council and of committees of the Council, and all
business transacted at such meetings, and any such minutes
of any meeting, if purporting to be signed by the Chairman
of such meeting, or by the Chairman of the next succeeding
meeting, shall be sufficient evidence without any further
proof of the facts therein stated.
51.
A
resolution in writing signed by all the members for the time
being of the Council or of any committee of the Council who
are entitled to receive notice of a meeting of the Council
or of such committee shall be as valid and effectual as if
it had been passed at a meeting of the Council or of such
committee duly convened and.
constituted.
13.
ACCOUNTS.
52. The Council
shall cause proper books of account to be kept with respect
to:‑
(A)
all sums of money
received and expended by the Association and the matters in
respect of which such receipts and expenditure take place;
(B)
all sales and
purchases of goods by the Association; add
(C)
the assets and liabilities of the
Association.
Proper books shall
not be deemed to be kept if there are not kept such books of
account as are necessary to give a true and fair view of the
state of the affairs of the Association and to explain its
transactions.
53. The books of
account shall be kept at the office, or, subject to section
147(3) of the Act, at such other place or places as the
Council shall think fit, and shall always be open to the
inspection of the members of the Council.
54. The Council
shall from time to time determine whether and to what extent
and at what times and places and under what conditions or
regulations the accounts and books of the Association or any
of them shall be open to the inspection of members not being
members of the Council, and no member (not being a member of
the Council) shall have any right of inspecting any account
or book or document of the Association except as conferred
by statute or authorised by the Council or by the
Association in general meeting.
55. At the Annual
General Meeting In every year the Council shall lay before
the Association a proper income and expenditure account for
the period since the last preceding account (or in
the case of the first account since the incorporation of the
Association) made up to a date not more than four months
before such meeting, together with a proper balance sheet
made up as at the same date. Every such balance sheet shall
be accompanied by proper reports of the Council and
the Auditors, and copies of such account, balance sheet and
reports (all of which shall be framed in accordance with any
statutory requirements for the time being in force) and of
any other documents required by law to be annexed or
attached thereto or to accompany the same shall not less
than twenty-one clear days before the date of the meeting,
subject nevertheless to the provisions of section 158 (1)
(c) of the Act, be sent to the Auditors and to all other
persons entitled to receive notices of General Meetings in
the manner in which notices are hereinafter directed to be
served. The Auditors' report shall be open to inspection and
be read before the meeting as required by section 182 of the
Act.
AUDIT.
56. Once at least in
every year the accounts of the Association shall be examined
and the correctness of the income and expenditure
14.
account and balance
sheet ascertained by one or more properly qualified Auditor
or Auditors.
57.
Auditors shall be appointed and their
duties regulated in accordance with sections 159 to 162 of
the Act, the members of the Council being treated as the
Directors mentioned in those sections.
NOTICES.
58.
A notice may be served by the Association
upon any member, either personally or by sending it through
the post in a prepaid letter, addressed to such member at
his registered address as appearing in the register of
members.
59.
Any member described in the register of
members by an address not within the United Kingdom, who
shall from time to time give the Association an address
within the United Kingdom at which notices may be served
upon him, shall be entitled to have notices served upon him
at such address, but, save as aforesaid and as provided by
the Act, only those members who are described in the
register of members by an address within the United Kingdom
shall be entitled to receive notices from the Association.
60.
Any notice, if served by post, shall be
deemed to have been served on the day following that on
which the letter containing the same is put into the post,
and in proving such service it shall be sufficient to prove
that the letter containing the notice was properly addressed
and put into the post office as a prepaid letter.
DISSOLUTION.
61.
Clause 7 of the Memorandum of Association
relating to the winding up and dissolution of the
Association shall have effect as if the provisions thereof
were repeated in these Articles.
15.
NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS.
Peter James Vincent
Coulter,
26, Brading Avenue, Southsea.
Clerk.
John Purdy,
2,
Idsworth Rd.,
Cowplain, Hants.
Builder.
Leslie
George Eyres, 59, Linda Grove,
Cowplain, Hants.
Builder.
Peter Greenhalgh
Crompton,
2, Berkeley Square,
Havant, Hants.
Estate
Agent.
Gladys Joyce Crompton,
2, Berkeley Square,
Havant, Hants.
Married Woman.
Barbara Alice Mew,
Drift House,
Brook Avenue,
Warsash, Hampshire.
Married
Woman.
Robert Alexander Mew,
17, Hampshire Terrace,
Portsmouth.
Solicitor.
Dated
this 19th day of January, 1962.
Witness to the above
Signatures:‑
M. Mountain,
Clerk to
Messrs. Coffin, Mew & Clover,
