THE COMPANIES ACT 2006
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MEMORANDUM
and
ARTICLES OF ASSOCIATION
- of -
LOWER EXE MOORING ADMINISTRATION LIMITED
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Company Number:
(Incorporated: February 2014)
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A PRIVATE COMPANY LIMITED BY GUARANTEE
_________________________________
THE COMPANIES ACT 2006
A PRIVATE COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
LOWER EXE MOORING ADMINISTRATION LIMITED
Each subscriber to this memorandum of association wishes to form a company under the Companies Act 2006 and agrees to become a member of the company.
Name of each subscriber [TBA] Authentication by each subscriber
Dated:
THE COMPANIES ACT 2006
PRIVATE COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION
OF
LOWER EXE MOORING ADMINISTRATION LIMITED (the "Company")
INDEX TO THE ARTICLES
PART 1
INTERPRETATION AND LIMITATION OF LIABILITY
1. Defined terms
2. Objects
3. Not for distribution
4. Winding up
5. Liability of members
PART 2
DIRECTORS
DIRECTORS' POWERS AND RESPONSIBILITIES
6. Directors' general authority
7. Members' reserve power
8. Directors may delegate
9. Committees
10. Officer roles
11. Licence Fees
DECISION-MAKING BY DIRECTORS
12. Directors to take decisions collectively
13. Unanimous decisions
14. Calling a directors' meeting
15. Participation in directors' meetings
16. Quorum for directors' meetings
17. Chairing of directors' meetings
18. Observers
19. Casting vote
20. Conflicts of interest
21. Records of decisions to be kept
22. Directors' discretion to make further rules
APPOINTMENT OF DIRECTORS
23. Methods of appointing directors
24. Termination of director's appointment
25. Directors' expenses
PART 3
MEMBERS AND MOORING LICENCE HOLDERS
BECOMING AND CEASING TO BE A MEMBER
26. Applications for membership
27. Termination of membership
ORGANISATION OF MOORING LICENCE HOLDER MEETINGS
28. Attendance and speaking at mooring licence holder meetings
29. Quorum for mooring licence holder meetings
30. Chairing mooring licence holder meetings
31. Attendance and speaking by directors
32. Voting
33. Adjournment
ORGANISATION OF GENERAL MEETINGS
34. Attendance and speaking at general meetings
35. Quorum for general meetings
36. Chairing general meetings
37. Attendance and speaking by directors and non-members
38. Adjournment
VOTING AT GENERAL MEETINGS
39. Voting: general
40. Errors and disputes
41. Poll votes
42. Content of proxy notices
43. Delivery of proxy notices
44. Amendments to resolutions
PART 4
ADMINISTRATIVE ARRANGEMENTS
45. Means of communication to be used
46. Company seals
47. No right to inspect accounts and other records
48. Provision for employees on cessation of business
DIRECTORS' INDEMNITY AND INSURANCE
49. Indemnity
50. Insurance
PART 1
INTERPRETATION AND LIMITATION OF LIABILITY
Defined terms
1. In the articles, unless the context requires otherwise-
"articles" means the company's articles of association;
"bankruptcy" includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
"chairman" has the meaning given in article 17;
"chairman of the meeting" has the meaning given in article 36;
"Companies Acts" means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the company;
"director" means a director of the company, and includes any person occupying the position of director, by whatever name called;
"document" includes, unless otherwise specified, any document sent or supplied in electronic form;
"EDDC" means the East Devon District Council;
"electronic form" has the meaning given in section 1168 of the Companies Act 2006;
"licence fees" means the fees levied by the company on each mooring licence holder or the user of each mooring, pursuant to article 11;
"member" has the meaning given in section 112 of the Companies Act 2006;
"mooring licence holder" means a current holder of a mooring licence as granted by the company from time to time;
"mooring" means any and all moorings in the lower Exe Estuary over which the company has control; "ordinary resolution" has the meaning given in section 282 of the Companies Act 2006;
"participate", in relation to a directors' meeting, has the meaning given in article 15;
"proxy notice" has the meaning given in article 42;
"special resolution" has the meaning given in section 283 of the Companies Act 2006;
"subsidiary" has the meaning given in section 1159 of the Companies Act 2006; and
"writing" means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.
Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on the company.
Objects
2. The objects for which the company is established are:
(a) to regulate the moorings in that part of the River Exe within the jurisdiction of EDDC and such other areas as the company shall be given the authority to regulate;
(b) by a system of licensing, to ensure that every mooring is laid to such specification and in such a position as the company consider to be satisfactory;
(c) to establish from time to time and collect the appropriate charges necessary to finance economically the effective management of the moorings;
(d) to ensure that the rights and interests of all mooring licence holders are protected, and
(e) to make such rules and regulations as are necessary for the proper management of the moorings.
Not for distribution
3. (1) The income and property of the company shall be applied solely in promoting the object of the company as set out in article 2.
(2) No dividends or bonus may be paid or capital otherwise returned to the members, provided that nothing in these articles shall prevent any payment in good faith by the company of:
(a) reasonable and proper remuneration to any member, officer or servant of the company for any services rendered to the company;
(b) any interest on money lent by any member or any director at a reasonable and proper rate;
(c) reasonable and proper rent for premises demised or let by any member or director; or
(d) reasonable out-of-pocket expenses properly incurred by any director or member.
Winding up
4. On the winding-up or dissolution of the company, any assets or property that remains available to be distributed or paid to the members shall not be paid or distributed to such members but shall be transferred to another body (charitable or otherwise):
(a) with objects similar to those of the company; and
(b) which shall prohibit the distribution of its or their income to its or their members,
such body to be determined by the members at the time of winding-up or dissolution.
Liability of members
5. The liability of each member is limited to £1, being the amount that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for-
(a) payment of the company's debts and liabilities contracted before he ceases to be a member,
(b) payment of the costs, charges and expenses of winding up, and
(c) adjustment of the rights of the contributories among themselves.
PART 2
DIRECTORS
DIRECTORS' POWERS AND RESPONSIBILITIES
Directors' general authority
6.-Subject to the articles, the directors are responsible for the management of the company's business, for which purpose they may exercise all the powers of the company.
Members' reserve power
7.-(1) The members may, by special resolution, direct the directors to take, or refrain from taking, specified action.
(2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.
Directors may delegate
8.-(1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles-
(a) to such person or committee;
(b) by such means (including by power of attorney);
(c) to such an extent;
(d) in relation to such matters or territories; and
(e) on such terms and conditions;
as they think fit.
(2) If the directors so specify, any such delegation may authorise further delegation of the directors' powers by any person to whom they are delegated.
(3) The directors may revoke any delegation in whole or part, or alter its terms and conditions.
Committees
9.-(1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.
(2) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.
Officer roles
10.-(1) Unless otherwise agreed by the directors, the directors may from amongst themselves appoint the following officer roles in the company by way of majority decision -
(a) chairman, pursuant to article 17,
(b) vice-chairman;
(c) company secretary;
(d) treasurer;
(e) senior mooring officer, and
(f) assistant mooring officer-
and shall, subject to these articles, administer any officer terminations, resignations, retirements and appointments as they reasonably see fit.
(2) The daily administration of the company shall be carried out by the company secretary and the treasurer.
(3) Further the directors may appoint a mooring officer or officers from any suitable candidates on such terms and fees as the directors decide.
(4) The directors may also seek to appoint two mooring officer assistants from the mooring licence holders, with candidates nominated by the mooring licence holders following a vote at their meeting pursuant to article 28.
(5) The officers appointed pursuant to article 10(1) shall retire from their officer role after one years service but may stand for re-election at each general meeting.
(6) The role of company secretary may be remunerated at the discretion of the board.
Licence Fees
11.-(1) The company shall be financed from the licence fees.
(2) The directors shall determine annually the amounts of the licence fees by majority agreement.
(3) The directors shall not levy licence fees greater than those calculated to be sufficient to meet essential expenses for the running of the company.
DECISION-MAKING BY DIRECTORS
Directors to take decisions collectively
12.-(1) The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 13.
Unanimous decisions
13.-(1) A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter.
(2) Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
(3) References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors' meeting.
(4) A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.
Calling a directors' meeting
14.-(1) The chairman duly appointed or, if there is no chairman in office or he fails to call a meeting, any director may call a directors' meeting by giving notice of the meeting to the directors or by authorising the company secretary (if any) to give such notice.
(2) Notice of any directors' meeting must indicate-
(a) its proposed date and time;
(b) where it is to take place; and
(c) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
(3) Notice of a directors' meeting must be given to each director, but need not be in writing.
(4) Notice of a directors' meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.
(5) The directors shall meet as often as the chairman shall consider to be necessary but not fewer than four times in each year.
Participation in directors' meetings
15.-(1) Subject to the articles, directors participate in a directors' meeting, or part of a directors' meeting, when-
(a) the meeting has been called and takes place in accordance with the articles, and
(b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
(2) In determining whether directors are participating in a directors' meeting, it is irrelevant where any director is or how they communicate with each other.
(3) If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.
Quorum for directors' meetings
16.-(1) At a directors' meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
(2) The quorum for directors' meetings may be fixed from time to time by a decision of the directors, but it must never be less than four, and unless otherwise fixed it is four.
(3) If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision-
(a) to appoint further directors, or
(b) to call a general meeting so as to enable the members to appoint further directors.
Chairing of directors' meetings
17.-(1) At the first board meeting of the company following incorporation the directors may appoint a director to chair their meetings.
(2) The person so appointed for the time being is known as the chairman.
(3) The role of chairman shall be considered and voted upon by the directors at least annually or earlier if the office is vacated for any reason.
(4) The directors may terminate the chairman's appointment at any time provided all directors other than the chairman for the time being vote in favour of the same.
(5) If the chairman is not participating in a directors' meeting within thirty minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.
Observers
18.-(1) The directors may co-opt upto 4 mooring licence holders to the board as observers on an annual basis who in the reasonable opinion of the directors can offer specialist knowledge or experience to observe director meetings.
(2) The directors may also request that two representatives of EDDC attend director meetings as observers to offer their specialist knowledge.
(3) Such observers shall be entitled to speak at director meetings but not vote.
Casting vote
19.-(1) If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.
(2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.
Conflicts of interest
20.-(1) If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.
(2) But if article 20(3) applies, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in the decision-making process for quorum and voting purposes.
(3) This paragraph applies when-
(a) the company by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in the decision-making process;
(b) the director's interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or
(c) the director's conflict of interest arises from a permitted cause.
(4) For the purposes of this article, the following are permitted causes-
(a) a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries;
(b) subscription, or an agreement to subscribe, for securities of the company or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such securities; and
(c) arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the company or any of its subsidiaries which do not provide special benefits for directors or former directors.
(5) For the purposes of this article, references to proposed decisions and decision-making processes include any directors' meeting or part of a directors' meeting.
(6) Subject to article 20(7), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.
(7) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.
Records of decisions to be kept
21. The directors must ensure that the company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors and shall make available a copy of such decisions to the mooring licence holders upon request.
Directors' discretion to make further rules
22. Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.
APPOINTMENT OF DIRECTORS
Methods of appointing directors
23.-(1) The directors of the company shall comprise a minimum of 6 and a maximum of 8 mooring licence holders.
.
(2) Any mooring licence holder wishing to act as director of the company must notify the company secretary of his willingness to be appointed at least 10 days prior to the next mooring licence holder meeting and the directors shall include this application in the agenda of the next mooring licence holder meeting, pursuant to article 28.
(3) Any mooring licence holder wishing to act as director shall, at the mooring licence holder meeting, procure that his nomination is proposed and seconded by two other mooring licence holders. If that mooring licence holder is unable to procure such support for his nomination then he will not be eligible to stand for election.
(4) If the number of candidates for nomination is greater than the number of vacancies to be filled then there shall be a vote of those mooring licence holders present at the mooring licence holder meeting by a show of hands. In the event of a tie the casting vote will remain with the chairman.
(5) Any mooring licence holder who, following nomination at the mooring licence holder meeting, further indicates to the directors that they are willing to act as a director, and is permitted by law and these articles to do so, may be appointed to be a directorby ordinary resolution of the members at the following general meeting.
(6) In any case where, as a result of death, the company has no members and no directors, the personal representatives of the last member to have died have the right, by notice in writing, to appoint a person to be a director.
(7) For the purposes of article 23(6), where 2 or more members die in circumstances rendering it uncertain who was the last to die, a younger member is deemed to have survived an older member.
(8) Unless the members determine otherwise, the directors shall be unremunerated.
Termination of director's appointment
24. (1) A person ceases to be a director as soon as-
(a) that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law;
(b) 5 years elapses from their appointment as director, following which each director shall be replaced or re-elected as per the terms of article 23;
(c) a bankruptcy order is made against that person;
(d) a composition is made with that person's creditors generally in satisfaction of that person's debts;
(e) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
(f) notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.
(2) Subject to the provisions of these articles, the directors shall endeavour to procure that the composition of the board of directors of the company shall not change by more than 30% in any one year.
(3) If a director wishes to be considered for re-election following termination of their appointment pursuant to article 24(1)(b), that director shall notify the company in this regard at least 28 days prior to the expiry of their term.
Directors' expenses
25. The company may pay any reasonable expenses which the directors properly incur in connection with their attendance at-
(a) meetings of directors or committees of directors,
(b) mooring licence holder meetings,
(c) general meetings, or
(d) separate meetings of the holders of debentures of the company,
or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.
PART 3
MEMBERS AND MOORING LICENCE HOLDERS
BECOMING AND CEASING TO BE A MEMBER
Applications for membership
26. No person shall become a member of the company unless-
(a) that person is a mooring licence holder;
(b) that person has completed an application for membership in a form approved by the directors;
(c) the directors have approved the application, and
(d) that person has been appointed as a director of the company.
Termination of membership
27.-(1) A member may withdraw from membership of the company by giving 7 days' notice to the company in writing.
(2) Membership is not transferable.
(3) A person's membership terminates:
(a) when that person dies or ceases to exist, or
(b) when that person ceases to be a director of the company.
ORGANISATION OF MOORING LICENCE HOLDER MEETINGS
Attendance and speaking at mooring licence holder meetings
28.-(1) Mooring licence holder meetings shall be called at least annually by the directors and are to be held on the same day and immediately prior to the scheduled annual general meeting of the company, but additional meetings may be called at any time.
(2) The directors shall ensure that notice of a mooring licence holder meeting is publicised at least 28 days in advance, indicating the date, time and place of the mooring licence holder meeting, details of any determined agenda items, inviting further agenda items and director nominations pursuant to article 23(2).
(3) An agenda shall be determined by the directors and circulated at the mooring licence holder meeting by the directors incorporating suggestions received in advance from mooring licence holders and including nominations for directors, officer roles, mooring officer assistants, and proposals for discussion at the general meeting.
(4) The mooring licence holders shall discuss and vote on the agenda items at the mooring licence holder meeting. No other business, other than that on the agenda, shall be raised or discussed at the mooring licence holder meeting. Any items put forward under "any other business" duly proposed and seconded at the mooring licence holder meeting will be put forward for consideration by the directors in the agenda for the next mooring licence holder meeting or at the general meeting immediately following that mooring licence holder meeting.
(5) A person is able to exercise the right to speak at a mooring licence holder meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
(6) A person is able to exercise the right to vote at a mooring licence holder meeting when-
(a) that person is a mooring licence holder able to vote, during the meeting, on matters put to the vote at the meeting, and
(b) that person's vote can be taken into account in determining whether or not such matters are passed at the same time as the votes of all the other persons attending the meeting.
(7) Mooring licence holders wishing to propose an amendment to or an addition to these articles may do so by submitting a resolution to the directors at any time in advance of a mooring licence holder meeting, giving details of the proposed amendment or addition, which is signed by not less than 10 mooring licence holders.
(8) A copy of any proposed amendments to the articles must be publicised in advance of the next mooring licence holder meeting in accordance with article 28(2) and details included in the notice.
(9). These articles shall only be amended with the consent of a simple majority of mooring licence holders voting on the proposed amendment at a mooring licence holder meeting and where that resolution is then ratified at the following general meeting of members.
Quorum for mooring licence holder meetings
29.-(1) A quorum for a mooring licence holder meeting shall be at least 10 mooring licence holders.
(2) No voting can take place at a mooring licence holder meeting if the persons attending it do not constitute a quorum.
Chairing mooring licence holder meetings
30.-The mooring licence holder meeting shall be chaired by the appointed chairman of the company.
Attendance and speaking by directors
31.-Directors may attend and speak at mooring licence holder meetings.
Voting
32. A matter put to the vote of a mooring licence holder meeting must be decided on a show of hands of those present.
Adjournment
33.-If the persons attending a mooring licence holder meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it and arrange to reconvene the meeting within one month. The chairman will subsequently delay the following general meeting by a similar period of time.
ORGANISATION OF GENERAL MEETINGS
Attendance and speaking at general meetings
34.-(1) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
(2) A person is able to exercise the right to vote at a general meeting when-
(a) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
(b) that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
(3) The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it. (4) Subject to article 34(3), the general public shall be entitled to attend but not vote at a general meeting.
(5) In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
(6) Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
Quorum for general meetings
35.-(1) A quorum for a general meeting shall be at least 4 members.
(2) No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.
Chairing general meetings
36.-(1) If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.
(2) If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start-
(a) the directors present, or
(b) (if no directors are present), the meeting,
must appoint a director or member to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.
(3) The person chairing a meeting in accordance with this article is referred to as "the chairman of the meeting".
Attendance and speaking by directors and non-members
37.-(1) Directors may attend and speak at general meetings, whether or not they are members.
(2) The chairman of the meeting may permit other persons who are not members of the company to attend and speak but not vote at a general meeting.
(3) Unless the directors agree otherwise general meetings shall be held at least annually.
(4) General meetings shall be held annually immediately following the annual mooring licence holder meeting and additional general meetings may be called at any time.
(5) General meetings shall be called by the chairman by sending a notice in writing to each member, indicating the date, time and place of the general meeting.
Adjournment
38.-(1) If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.
(2) The chairman of the meeting may adjourn a general meeting at which a quorum is present if-
(a) the meeting consents to an adjournment, or
(b) it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
(3) The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.
(4) When adjourning a general meeting, the chairman of the meeting must-
(a) either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and
(b) have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
(5) If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days' notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given)-
(a) to the same persons to whom notice of the company's general meetings is required to be given, and
(b) containing the same information which such notice is required to contain.
(6) No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.
VOTING AT GENERAL MEETINGS
Voting: general
39. (1) A resolution put to the vote of a general meeting must be decided on a show of hands of the members present unless a poll is duly demanded in accordance with the articles.
(2) When voting on a matter members must take into account any resolutions passed by the mooring licence holders at the mooring licence holder meeting held immediately prior to the general meeting on the relevant issue and if the members intend to vote contrary to such resolutions, they shall call a mooring licence holder meeting to discuss and vote on the same.
Errors and disputes
40.-(1) No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.
(2) Any such objection must be referred to the chairman of the meeting whose decision is final.
Poll votes
41.-(1) A poll on a resolution may be demanded-
(a) in advance of the general meeting where it is to be put to the vote, or
(b) at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.
(2) A poll may be demanded by-
(a) the chairman of the meeting;
(b) the directors;
(c) two or more persons having the right to vote on the resolution; or
(d) a person or persons representing not less than one tenth of the total voting rights of all the members having the right to vote on the resolution.
(3) A demand for a poll may be withdrawn if-
(a) the poll has not yet been taken, and
(b) the chairman of the meeting consents to the withdrawal.
(4) Polls must be taken immediately and in such manner as the chairman of the meeting directs.
Content of proxy notices
42.-(1) Proxies may only validly be appointed by a notice in writing (a "proxy notice") which-
(a) states the name and address of the member appointing the proxy;
(b) identifies the person appointed to be that member's proxy and the general meeting in
relation to which that person is appointed;
(c) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the directors may determine; and
(d) is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.
(2) The company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
(3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
(4) Unless a proxy notice indicates otherwise, it must be treated as-
(a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and
(b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.
Delivery of proxy notices
43.-(1) A person who is entitled to attend, speak or vote on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person.
(2) An appointment under a proxy notice may be revoked by delivering to the company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
(3) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
(4) If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor's behalf.
Amendments to resolutions
44.-(1) An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if-
(a) notice of the proposed amendment is given to the company in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and
(b) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.
(2) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if-
(a) the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
(b) the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
(3) If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman's error does not invalidate the vote on that resolution.
PART 4
ADMINISTRATIVE ARRANGEMENTS
Means of communication to be used
45.-(1) Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the company.
(2) Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
(3) A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.
Company seals
46.-(1) Any common seal may only be used by the authority of the directors.
(2) The directors may decide by what means and in what form any common seal is to be used.
(3) Unless otherwise decided by the directors, if the company has a common seal and it is affixed to a document, the document must also be signed by at least one authorised person in the presence of a witness who attests the signature.
(4) For the purposes of this article, an authorised person is-
(a) any director of the company;
(b) the company secretary (if any); or
(c) any person authorised by the directors for the purpose of signing documents to which the common seal is applied.
No right to inspect accounts and other records
47. Except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company's accounting or other records or documents merely by virtue of being a member.
Provision for employees on cessation of business
48. The directors may decide to make provision for the benefit of persons employed or formerly employed by the company (other than a director or former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary.
DIRECTORS' INDEMNITY AND INSURANCE
Indemnity
49.-(1) Subject to article 49(2), a relevant director of the company or an associated company may be indemnified out of the company's assets against-
(a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company,
(b) any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006),
(c) any other liability incurred by that director as an officer of the company or an associated company.
(2) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.
(3) In this article-
(a) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
(b) a "relevant director" means any director or former director of the company or an associated company.
Insurance
50.-(1) The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss.
(2) In this article-
(a) a "relevant director" means any director or former director of the company or an
associated company,
(b) a "relevant loss" means any loss or liability which has been or may be incurred by a relevant director in connection with that director's duties or powers in relation to the company, any associated company or any pension fund or employees' share scheme of the company or associated company, and
(c) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.