The Companies Acts 1985 and 1989 Company Limited by Guarantee and not having a Share Capital
Articles of Association of The Housing Law Practitioners Association
In these articles:
“the Association” means the company intended to be regulated by these articles;
“the Act” means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force;
“the articles” means these Articles of Association of the Association;
“clear days” in relation to the period of a notice means the period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
“executed” includes any mode of execution;
the “Executive Committee” means the Trustees in ordinary meeting
“the memorandum” means the memorandum of association of the Association;
“office” means the registered office of the Association;
“the Seal” means the common seal of the Association if it has one
“secretary” means the secretary of the Association or any other person appointed to perform the duties of the secretary of the Association including a joint assistant or deputy secretary;
“the Trustees” means the directors of the Association (and “Trustee” has a corresponding meaning);
“the United Kingdom” means Great Britain and Northern Ireland; and
words importing the masculine gender only shall include the feminine gender.
Subject as aforesaid words or expressions contained in these Articles shall unless the context requires otherwise bear the same meaning as in the Act.
The subscribers to the memorandum and such other persons or organisations as are admitted to membership in accordance with the rules made under subsection 2 below shall be members of the Association and no person shall be admitted a member of the Association unless his application for membership is approved by the Trustees PROVIDED ALWAYS that every person who at the date of incorporation of the Association shall be admitted as members of the Association. There is no upper limit on the number of members. For the avoidance of doubt membership is not transferable.
Membership is open to any persons who support the objects of the Association, including in particular those in any of the following categories, without discrimination on the basis of race, nationality, sex, sexual orientation, religion, political belief, age or disability:
Legal Practitioners (meaning any individual working in the field of housing law whether as a barrister, solicitor, employee of a firm of solicitors or for any organisations one of whose principal functions is to assist or promote the interests of those who are disadvantaged in housing provision and/or recipients of housing services) practising in the field of housing law in England and Wales (hereinafter called “Practitioner Members”)
Academic Lawyers who are interested in the field of housing law, who are sympathetic to the objects of the Association and who do not have a substantial commitment to any organisation or association acting for or supporting persons or companies who act on behalf of landlords and providers of housing services (Hereinafter called “Academic Members”)
Students (meaning any individuals who are in full or part-time education or training) who are sympathetic to the objects of the Association (Hereinafter called “Student Members”)
Group membership shall be open to any group, firm association or company constituted by and of persons who qualify for individual membership in accordance with the above.
Unless the Trustees or the Association in general meeting shall make other provision the Trustees may in their absolute discretion permit any member of the Association to retire provided that after such retirement the number of members is not less than two.
The Trustees shall have the right to refuse membership to any individual who in the opinion of the Trustees does not comply with the requirements of membership or adhere to the object of the Association. Any individual or group refused membership may appeal to the next general meeting of the Association., when the application for membership will be put to the meeting on an ordinary resolution.
TERMINATION OF MEMBERSHIP
Membership may be terminated:
If the member resigns in writing to the Executive Committee. Resignation shall be effective from the date of receipt by the Executive Committee.
By the Executive Committee if, in the case of Practitioner Members, disciplinary action is taken against the member by his/her professional body resulting in suspension or disqualification from the right to practice.
By the Executive Committee if the Executive Committee considers that the member does not comply with the requirements of membership or adhere to the objects of the Association or otherwise behaves in a manner contrary to the interest of the Association.
If the member fails to pay subscriptions as provided in Article 6 hereof
The annual rates of subscription shall be fixed from time to time by the Executive Committee but not more frequently than once a year.
There shall be standard rates of subscription payable be Practitioner Members, Academic Members, Group and other members, and a lower rate if subscription for Student Members.
Any individual or group whose subscription is outstanding for more than 6 months shall cease to be a member and shall not be re-admitted to membership unless all arrears are paid.
The Policy making body of the Association shall be the Members in General Meeting. The Association will meet in general meeting, a minimum of 6 times a year.
The Association shall hold an annual general Meeting which shall be held in the month of January in each year or as soon as practicable thereafter. This is in addition to any other meetings in that year and shall specify the meeting as such in the notices calling it. Not more than fifteen months shall elapse between the date of one annual general meeting of the Association and that of the next.
The Trustees shall present to each annual general meeting the report and accounts of the Association for the preceding year. The annual general meeting shall be held at such times and places as the Trustees shall appoint.
All general meetings other than annual general meetings shall be called extraordinary general meetings. The Trustees may call an extraordinary general meeting of the Association at any time. If at least ten members request such a meeting in writing stating the business to be considered, the Secretary shall call such a meeting for a date not later than six weeks after receipt of the requisition. If there are not within the United Kingdom sufficient Trustees to call a general meeting any Trustee or any member of the Association may call a general meeting.
All the members of the Association shall be entitled to attend general meetings and each member shall be entitled to vote or appoint a nominated member to vote at the general meeting.
NOTICE OF GENERAL MEETINGS
An annual general meeting and an extraordinary general meeting called for the passing of a special resolution appointing or removing a person as a Trustee shall be called by at least two months notice. All other extraordinary general meetings shall be called by at least fourteen clear days notice but a general meeting may he called by shorter notice if it is so agreed:
in the case of an annual general meeting by all the members entitled to attend and vote; and
in the case of any other meeting by a majority in number of members having a right to attend and vote being a majority together holding not less than 95 percent of the total voting rights at the meeting of all the members.
The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and in the case of an annual general meeting shall specify the meeting as such.
The notice shall be given to all the members and to the Trustees and auditors.
The accidental omission to give notice of a meeting to or the non receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
No business shall be transacted at any meeting unless a quorum is present. Ten persons entitled to vote upon the business to be transacted shall constitute a quorum.
If a quorum is not present within half an hour from the time appointed for the meeting or if during a meeting a quorum ceases to be present the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Trustees may determine.
The chairman if any of the Trustees or in his absence some other Trustee nominated by the Trustees shall preside as chairman of the meeting but if neither the chairman nor such other Trustee (if any) be present within fifteen minutes after the time appointed for holding the meeting and willing to act the Trustees present shall elect one of their number to be chairman and if there is only one Trustee present and willing to act he shall he chairman.
If no Trustee is willing to act as chairman or if no Trustee is present within fifteen minutes after the time appointed for holding the meeting the members present and entitled to vote shall choose one of their number to be chairman.
A Trustee shall notwithstanding that he is not a member be entitled to attend and speak at any general meeting.
The chairman may with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had an adjournment not taken place. When a meeting is adjourned for fourteen days or more at least seven clear days notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not he necessary to give any such notice.
A resolution put to the vote of a meeting shall be decided on a show of hands unless before or on the declaration of the result of the show of hands a poll is duly demanded. Subject to the provisions of the Act a poll may be demanded:
by the chairman; or
by a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.
Unless a poll is duly demanded a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
The demand for a poll may be withdrawn before the poll is taken but only with the consent of the chairman. The withdrawal of a demand for a poll shall not invalidate the result of a show of hands declared before the demand for the poll was made.
A poll shall he taken as the chairman directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the results of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.
In the case of an equality of votes whether on a show of hands or on a poll the chairman shall he entitled to a casting vote in addition to any other vote he may have.
A poll demanded on the election of a chairman or on a question of adjournment shall be taken immediately. A poll demanded on any other question shall be taken either immediately or at such time and place as the chairman directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent continuance of a meeting for the transaction of any business other than the question on which the poll is demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn the meeting shall continue as if the demand had not been made.
No notice need be given of a poll not taken immediately if the time and place at which it is to he taken are announced at the meeting at which it is demanded. In other cases at least seven clear days notice shall be given specifying the time and place at which the poll is to he taken.
a) Resolutions for submission to a general meeting shall be made and seconded by individual and/or group members and shall be submitted to the Secretary at least four weeks before the date of the general meeting, save in any case which the chairman is satisfied is one of urgency.
b) The Secretary shall be responsible for ensuring the circulation of an agenda for general meetings to members at least 2 weeks before the date of the general meeting but if any member fails to receive an agenda, no decision of the meeting will be thereby invalidated.
VOTES OF MEMBERS
Subject to Article 26 and 45(2) every member shall have one vote.
No member shall be entitled to vote at any general meeting unless all moneys then payable by him to the Association have been paid.
No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall he referred to the chairman whose decision shall he final and conclusive.
A vote given or poll demanded by the member shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Association at the office before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.
Any organisation which is a member of the Association may by resolution of its Council or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Association and the person so authorised shall he entitled to exercise the same powers on behalf of the organisation which he represents as the organisation could exercise if it were an individual member of the Association.
The number of Trustees shall be not less than four Trustees nor more than fourteen Trustees.
The first Trustees shall be those persons named in the statement delivered pursuant to section 10(2) of the Act who shall be deemed to have been appointed under the articles. Future Trustees shall be appointed as provided subsequently in the articles.
POWERS OF TRUSTEES
Subject to the provisions of the Act the memorandum and the articles and to any directions given by special resolution the business of the Association shall be managed by the Trustees who may exercise all the powers of the Association. No alteration of the memorandum or the articles and no such direction shall invalidate any prior act of the Trustees which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this article shall not be limited by any special power given to the Trustees by the articles and a meeting of Trustees at which a quorum is present may exercise all the powers exercisable by the Trustees.
In addition to all powers hereby expressly conferred upon them and without detracting from the generality of their powers under the articles the Trustees shall have the following powers namely:
to expend the funds of the Association in such manner as they shall consider most beneficial for the achievement of the objects and to invest in the name of the Association such part of the funds as they may see fit and to direct the sale or transposition of any such investments and to expend the proceeds of any such sale in furtherance of the objects of the Association;
to enter into contracts on behalf of the Association.
APPOINTMENT AND RETIREMENT OF TRUSTEES
The first Trustees shall be the members of the Executive Committee of the unincorporated association immediately prior to the incorporation of the Association.
At the first annual general meeting all the Trustees shall retire from office and at every subsequent annual general meeting one-third of the Trustees who are subject to retirement by rotation or if their number is not three or a multiple of three the number nearest to one third shall retire from office: but if there is only one Trustee who is subject to retirement by rotation he shall retire.
Subject to the provisions of the Act the Trustees to retire by rotation shall be those who have been longest in office since their last appointment or reappointment but as between persons who became or were last re-appointed Trustees on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.
If the Association at the meeting at which a Trustee retires by rotation does not fill the vacancy the retiring Trustee shall if willing to act be deemed to have been re-appointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the reappointment of the Trustee is put to the meeting and lost.
Subject as approved by these articles the Trustees shall be elected at the AGM for three years until the end of the day after the third annual general meeting after their election and shall be eligible for re-election
No person may be appointed as a Trustee:
unless he has attained the age of 18 years: or
in circumstances such that had he already been a Trustee he would have been disqualified from acting under the provisions of Article 51.
The election of Trustees shall be by secret postal ballot of all members and shall take place so that the result may be declared at the annual general meeting. All members shall be entitled to vote but no ballot paper received by the secretary less than two clear working days before the annual general meeting shall be valid. The results of all elections shall be declared by the retiring Executive Committee at the annual general meeting and the incoming officers and Trustees shall take place immediately.
The procedural arrangements for elections shall be determined by the Executive Committee, save that;
notice of the candidates standing for election and the postal ballot forms must be provided to the members not less than two months before the date of the annual general meeting.
Individual members shall have on vote and group members two votes.
Subject as aforesaid the Association may by ordinary resolution appoint the persons who have secured the most votes and satisfied the procedural arrangements outlined in Article 40 are willing to act to be Trustees either to fill a vacancy or as an additional Trustee and may also determine the rotation in which any additional Trustees are to retire.
The Trustees may appoint a person who is willing to act to be a Trustee either to fill a vacancy or as an additional Trustee provided that the appointment does not cause the number of Trustees to exceed any number fixed by or in accordance with the article as the maximum number of Trustees. A Trustee so appointed shall hold office only until the next following annual general meeting and shall not be taken into account in determining the Trustees who are to retire by rotation at the meeting. If not re-appointed at such annual general meeting he shall vacate office at the conclusion thereof.
Subject as aforesaid a Trustee who retires at an annual general meeting may if willing to act be re-appointed.
The Executive committee may co-opt onto the Executive Committee, as additional members or in order to fill any casual vacancy, any members of the Association. Co-opted members shall be full members of the Executive Committee and serve until the next annual general meeting following their co-option.
At least one of the Trustees shall be a practising barrister and at least one Trustee shall be a practising solicitor. In the event of there being no such member as a result of any election the barrister or solicitor as appropriate with the highest number of votes in that election shall be declared elected and the member among the Executive Committee otherwise elected with the fewest votes shall not be declared elected.
DISQUALIFICATION AND REMOVAL OF TRUSTEES
A Trustee shall cease to hold office if he
ceases to be a Trustee by virtue of any provision in the Act
he becomes incapable by reason of mental disorder illness or injury of managing and administering his own affairs;
resigns his office by notice to the Association (but only if at least two Trustees will remain in office when the notice of resignation is to take effect); or
is absent without the permission of the Trustees from all their meetings held within a period of six months and the Trustees resolve that his office be vacated.
The Trustees may be paid all reasonable expenses properly incurred by them in connection with their attendance at meetings of Trustees or committees of Trustees or general meetings or otherwise in connection with the discharge of their duties but shall otherwise be paid no remuneration.
Except to the extent permitted by clause 5 of the memorandum no Trustee shall take or hold any interest in property belonging to the Association or receive remuneration or be interested otherwise than as a Trustee in any other contract to which the Association is a party.
MEETINGS AND PROCEEDINGS OF THE TRUSTEES
The Trustees shall hold at least six ordinary meetings each year. A special meeting may be called at any time by the chairperson or by any two Trustees upon not less than 4 days notice being given to the other Trustees of the matter to be discussed but if the matters include an appointment of a co-opt Trustee then not less than 21 days notice must be given. Questions arising at any meeting shall be decided by a majority of votes. Otherwise, subject to the provisions of the articles the Trustees may regulate their proceedings as they think fit.
It shall not be necessary to give notice of a meeting to a Trustee who is absent from the United Kingdom. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes the chairman shall have a second or casting vote.
The quorum for the transaction of the business of the Trustees may be fixed by the Trustees but shall not be less than one third of their number or two Trustees whichever is the greater.
The Trustees may act notwithstanding any vacancies in their number but if the number of Trustees is less than the number fixed as the quorum the continuing Trustees or Trustee may act only for the purpose of filling vacancies or of calling a general meeting.
The Trustees may appoint one of their number to be the chairman of their meetings and may at any time remove him from that office. Unless he is unwilling to do so the Trustee so appointed shall preside at every meeting of Trustees at which he is present. But if there is no Trustee holding that office or if the Trustee holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting the Trustees present may appoint one of their number to be chairman of the meeting.
The Trustees may appoint one or more sub-committees consisting of three or more Trustees for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Trustees would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Trustees.
The Trustees are accountable for their actions to the Association’s membership who may advise the Trustees through Association general meetings of the members.
All acts done by a meeting of Trustees or of a committee of Trustees shall notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Trustee or that any of them were disqualified from holding office or had vacated office or were not entitled to vote be as valid as if every such person had been duly appointed and was qualified and had continued to be a Trustee and had been entitled to vote.
A resolution in writing signed by all the Trustees entitled to receive notice of a meeting of Trustees or of a committee of Trustees shall be as valid and effective as if it had been passed at a meeting of Trustees or (as the case may be) a committee of Trustees duly convened and held. Such a resolution may consist of several documents in the same form each signed by one or more of the Trustees.
Any bank account in which any part of the assets of the Association is deposited shall he operated by the Trustees and shall indicate the name of the Association. All cheques and orders for the payment of money from such account shall be signed by at least two Trustees.
Any individual member or representative of a group member shall be entitled to attend any meeting of the Executive Committee but shall not have a vote.
The Executive Committee shall organise meetings and events in the promotion of the objects of the Association and for this purpose may call upon any member of the Association to assist. In the discretion of the Executive Committee, a charge may be made for any meeting organised by the Executive Committee or any special interest group.
Subject to the provisions of the Act the secretary shall be appointed by the Trustees for such term at such remuneration (if not a Trustee) and upon such conditions as they may think fit; and any secretary so appointed may be removed by them.
The Trustees shall keep minutes in books kept for the purpose:
of all appointments of officers made by the Trustees; and
of all proceedings at meetings of the Association and of the Trustees and of committees of Trustees including the names of the Trustees present at each such meeting.
The Trustees may determine who shall sign any document and unless otherwise so determined it shall be signed by a Trustee and by the secretary or by a second Trustee.
Accounts shall be prepared in accordance with the provisions of Part VII of the Act.
Any notice to be given to or by any person pursuant to the articles shall be in writing except that a notice calling a meeting of the Trustees need not be in writing.
The Association may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address. A member whose registered address is not within the United Kingdom and who gives to the company an address within the United Kingdom at which notices may be given to him shall be entitled to have notices given to him at that address but otherwise no such member shall be entitled to receive any notice from the Association.
A member present in person at any meeting of the Association shall be deemed to have received notice of the meeting and, where necessary, of the purposes for which it was called.
Proof that an envelope containing a notice was properly addressed prepaid and posted shall be conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.
Subject to the provisions of the Act every Trustee or other officer or auditor of the Association shall be indemnified out of the assets of the Association against any liability incurred by him in that capacity in defending any proceedings whether civil or criminal in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence default breach of duty or breach of trust in relation to the affairs of the Association.
The Trustees may from time to time make such rules or bye laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Association and for the purposes of prescribing classes of and conditions of membership, and in particular but without prejudice to the generality of the foregoing they may by such rules or bye laws regulate:
the conduct of members of the Association in relation to one another and to the Association’s servants;
the setting aside of the whole or any part or parts of the Association’ s premises at any particular time or times or for any particular purpose or purposes;
the procedure at general meetings and meetings of the Trustees and committees of the Trustees in so far as such procedure is not regulated by the articles;
generally all such matters as are commonly the subject matter of company rules.
The Association in general meeting shall have power to alter add to or repeal the rules or bye laws and the Trustees shall adopt such means as they think sufficient to bring to the notice of members of the Association all such rules or bye laws which shall be binding on all members of the Association. Provided that no rule or bye law shall be inconsistent with or shall affect or repeal anything contained in the memorandum or the articles.