The Companies Acts, 1985 and 1989
Company Limited by Guarantee and not having a Share Capital

Articles of Association of Stillbirth and Neonatal Death Society (as adopted by special resolution passed on 7 October 2006 and as amended by special resolution passed on 25 September 2010 and as amended by special resolution passed on 8 October 2011)

INTERPRETATION

 

1.             Meaning of Words

 

1.1               In these Articles, the words in the first column of the table below will have the meanings shown opposite them in the second column, as long as this meaning is consistent with the subject or context:-

 

1.2	Words	Meaning
	Act	The Companies Acts 1985 and 1989 as amended
	Address	A postal address or, for the purposes of electronic communication, a fax number and e-mail address or a text message number in each case registered with Sands
	the Board	The board of Directors of Sands
	Clear days	In relation to the period of notice means a 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
	the Commission	The Charity Commissioners for England and Wales
	the Directors	The directors of Sands who shall be Charity Trustees for the purposes of Section 97 of the Charities Act 1993
	Group	A local group of Sands established pursuant to clause 3.2 of these Articles
	the Memorandum	The Memorandum of Association of Sands
	Notice	A notice sent by prepaid post to the address of an individual member as appearing in the records of Sands which shall be deemed to have been given to him/her on the day following such posting
	Officers	Includes the Directors and the Secretary
	Sands	The company regulated by these Articles
	Secretary	The secretary of Sands or any other person appointed to perform the duties of the secretary of Sands, including a joint, assistant or deputy secretary
	the Seal	The common seal of Sands
	United Kingdom	Great Britain and Northern Ireland
	in writing or written	Includes references to printing, lithography, photography and other modes of representing or reproducing words in a visible form, including electronically.

 

1.3       Words importing one gender shall include all genders, and words in the singular form include the plural and vice versa.

 

1.4       Unless the context otherwise requires, words or expressions contained in these Articles have the same meaning as in the Act, but excluding any statutory modification not in force when this constitution becomes binding on Sands.  Apart from the exception mentioned in the previous sentence a reference to an Act of Parliament includes any statutory modification or re-enactment of it for the time being in force.

 

2.             OBJECTS

 

2.1               Sands is established for the Objects expressed in the Memorandum of Association.

 

3.             ORGANISATION

 

3.1               Sands shall function through the Board, Groups and through such elements of Sands as the Board may from time to time instruct to be established.

 

3.2               Groups may be established by the Board to carry out the Objects of Sands in accordance with the following provisions:

 

3.2.1.           Each Group shall be responsible to and be subject to the overall control of Sands, and shall act only within the instructions and authorisation issued by the Board from time to time.

 

3.2.2.           Each Group shall adopt a constitution for the regulation of its own affairs in accordance with the model constitution for Groups as approved by the Board from time to time.

 

3.2.3.           Local Groups are not empowered to undertake any activities other than in full conformity with the declared policy of Sands on the relevant matter unless the express consent of the Board has first been obtained.

 

3.2.4.           Groups shall, not later than 31st May each year or such other date as may be specified by the Board, forward to Sands copies of the financial return in relation to such Group for the preceding financial year in the format which the Board may determine.

 

3.2.5.           The Board shall have power in accordance with a resolution passed by three-quarters of those present and voting at a meeting of the Board properly convened, to cancel recognition of a Group upon giving 14 days' notice to the members of the Group. Any Group whose membership is so terminated shall have the right to appeal in writing to the Board, who shall communicate their decision to the Secretary of the Group and such decision shall be final and binding.

 

3.2.6.           Groups must elect and maintain in office a leadership (“a Group Committee”) who will be responsible for controlling the activities of the Group and will be accountable to Sands.

 

3.2.7.           Groups will comply with any training, financial and other requirements laid down by the Board from time to time.

 

3.2.8.           Groups will maintain and supply to the Board promptly on request financial and such other records in accordance with requirements laid down by the Board.

 

3.2.9.           Each Group Committee will be required to hold all bank accounts in the name of the Group with a minimum of two signatures of duly appointed officers of the Group (who shall not be related) required to operate the bank mandate in respect of all such accounts. Details of all such bank accounts and mandates must be supplied to Sands as soon as reasonably practicable once opened and any changes promptly reported to Sands. For the avoidance of doubt, all funds contained in any such accounts shall belong to Sands.

 

3.2.10.       Any person wishing to stand for election to become a member of a Group Committee must be a member of Sands. Members of a Group providing befriending services must also be members of Sands and must have successfully completed all relevant Sands befriending training programmes.

 

3.2.11.       Non-compliance with any of the rules contained in these Articles or in relation to any constitution adopted by a Group or any member of a Group or any other conduct in relation to the affairs of a Group which in the opinion of the Board is contrary to the best interests of Sands will (without limitation) be deemed to be grounds for suspension or cancellation of the Group by the Board. During the period of any suspension of a Group, the Board shall assume full control of the activities of that Group and its members. On cancelling recognition of a Group, the Board will have the power to access the bank accounts of the Group and transfer the funds to Sands' bank account.

 

4.             MEMBERS

 

4.1               The number of members with which Sands proposes to be registered is unlimited.

 

4.2               The Directors must keep a register of names and addresses of the members.

 

5.             MEMBERSHIP

 

5.1               Membership of Sands shall be open to individuals and to local, national and international organisations interested in supporting the work of Sands, who are approved by the Board and have paid the annual subscription laid down from time to time by the Board.

 

5.2               Honorary members of Sands shall be appointed by the Board.

 

5.3               Each individual member and member organisation shall have the following rights or privileges only:

 

5.3.1.           to receive a membership number;

 

5.3.2.           to be sent on request and without charge a copy of the Objects of Sands, a summary of the Memorandum and Articles and a copy of the annual report and accounts of the Board;

 

5.3.3.           to receive a copy of the Sands newsletter on publication; and

 

5.3.4.           to attend and vote at general meetings of Sands in accordance with clauses 9 and 10.

 

For the avoidance of doubt, membership of a Group does not constitute membership of Sands.

 

5.4               The Board shall have the right to approve or reject applications for membership.

 

5.5               Members of Sands agree they will at all times:

 

5.5.1.           do nothing which shall be contrary to or in conflict with the Memorandum and Articles of Association (including in particular the Objects) of Sands; and

 

5.5.2.           support the Objects of Sands.

 

5.6               Membership is terminated if:-

 

5.6.1.           the member dies or, if it is an organisation, ceases to exist;

 

5.6.2.           the member resigns by written notice to Sands unless, after the resignation, there would be only one member;

 

5.6.3.           any sum due from the member to Sands is not paid in full within six months of it falling due;

 

5.6.4.           the member is removed from membership by a resolution of the Board that it is in the best interests of Sands that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:-

 

5.6.4.1.                               the member has been given at least twenty-one days' notice in writing of the meeting of the Board at which the resolution will be proposed and the reasons why it is to be proposed;

 

5.6.4.2.                               the member or, at the option of the member, the member's representative (who need not be a member of Sands) has been given the opportunity to make reasonable representations to the meeting;

 

subject to the proceedings of the Board as outlined in clauses 16.1 and 16.2 herein.

 

5.7               None of the rights of any member may be transferred or transmitted to any other person.

 

6.             GENERAL MEETINGS

 

6.1               Sands shall in each year hold a General Meeting as its Annual General Meeting 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 Sands and that of the next. The Annual General Meeting shall be held at such time and place as the Board shall appoint. All General Meetings other than the Annual General Meeting shall be called Extraordinary General Meetings.

 

6.2               The Chairman of the Board may at any time at his discretion convene an Extraordinary General Meeting and Extraordinary General Meetings shall also be convened by the Board within 21 days of receiving written request so to do signed on behalf of not less than 50 member organisations or individual members, as the case may be, and giving reasons for the request.

 

7.             NOTICE OF GENERAL MEETINGS

 

7.1               An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by twenty-one days' notice in writing at the least, and a meeting of Sands other than an Annual General Meeting or a meeting for the passing of a special resolution shall be called by fourteen days' notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by Sands in general meeting, to such persons as are, under the Articles of Sands, entitled to receive such notices from Sands.

 

7.2               Provided that a meeting of Sands shall, notwithstanding that it is called by a shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed:-

 

7.2.1.           in the case of a meeting called as the Annual General Meeting, by all the members entitled to attend and vote thereat; and

 

7.2.2.           in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together representing not less than ninety-five per cent of the total voting rights at that meeting of all the members.

 

7.3               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 the meeting.

 

8.             PROCEEDINGS AT GENERAL MEETINGS

 

8.1               All business shall be deemed special that is transacted at an Extraordinary General Meeting, and also all that is transacted at an Annual General Meeting, with the exception of the consideration of the accounts, balance sheets, and the reports of the Board and auditors, the election of members of the Board in the place of those retiring and the appointment of, and the fixing of the remuneration, of the auditors.

 

8.2               No business shall be transacted at any General Meeting unless a quorum of members is present at the time when the meeting proceeds to business; fifty members or one-tenth of the membership present in person (whichever is the fewer) shall be a quorum.

 

8.3               If within half an hour from the time appointed for the meeting a quorum is not present, or during a meeting a quorum ceases to be present, the meeting shall be adjourned to such time and place as the Board shall determine.

 

8.4               The Board must reconvene the meeting and must give at least seven clear days' notice of the reconvened meeting, stating the date, time and place of the meeting.

 

8.5               If no quorum is present at the reconvened meeting within fifteen minutes of the time specified for the start of the meeting, the members present at that time shall constitute the quorum for that meeting.

 

8.6               General meetings shall be chaired by the person who has been appointed to chair meetings of the Board. If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting, the Board members present shall choose one of their number to be chair of the meeting.

 

8.7               If there is only one member of the Board present and willing to act, he or she shall chair the meeting.

 

8.8               If no member of the Board is present and willing to chair the meeting within fifteen minutes of the time appointed for holding it, the members present and entitled to vote must choose one of their number to chair the meeting.

 

8.9               The members present at a meeting may resolve by ordinary resolution that the meeting shall be adjourned.

 

8.10           The Chair must decide the date, time and place at which the meeting is to be reconvened unless those details are specified in the resolution.

 

8.11           No business shall be transacted at a reconvened meeting other than the business left unfinished at the meeting from which the adjournment took place.

 

8.12           When a meeting is adjourned for seven days or more, at least seven clear days' notice of the adjourned meeting shall be given as in the case of an original meeting.

 

8.13           Any vote at a meeting shall be decided on a show of hands unless a poll is (before or on declaration of the result of the show of hands) demanded:-

 

8.13.1.       by the Chairman; or

 

8.13.2.       by at least two members having the right to vote present in person; or

 

8.13.3.       by any member or members present in person and representing not less than one-tenth of the total voting rights of all members having the right to vote at the meeting.

 

8.14           Unless a poll be so demanded, a declaration by the Chair of the result of a vote shall be conclusive.

 

8.15           The result of the vote must be recorded in the minutes of Sands but the number or proportion of votes cast need not be recorded.

 

8.16           The demand for a poll may be withdrawn before the poll is taken, but only with the consent of the Chair.

 

8.17           If the demand for a poll is withdrawn, the demand shall not invalidate the result of a show of hands declared before the demand was made.

 

8.18           If a poll is duly demanded, it shall be taken in such manner as the Chair directs. The Chair may appoint scrutineers (who need not be members) and may fix a time and place for declaring the results of the poll.

 

8.19           The result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.

 

8.20           A poll demanded on the election of a Chair, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chair of the meeting directs, but the poll must be taken within thirty days after it has been demanded. If the poll is not taken immediately, at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken.

 

8.21           If a poll is demanded, the meeting may continue to deal with any other business that may be conducted at the meeting.

 

8.22           If there is an equality of votes, whether on a show of hands or on a poll, the Chair shall have a casting vote in addition to any other vote he or she may have.

 

8.23           A resolution in writing signed by each member who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective. It may comprise several copies each signed by or on behalf of one or more members.

 

9.             VOTES OF MEMBERS

 

9.1               Every paid up member present in person (or in the case of a member organisation, through an authorised representative in accordance with clause 10) and (if so required by the Board) having presented satisfactory evidence of their membership, shall have one vote. For the avoidance of doubt, members of Groups who are not also members of Sands shall not be entitled to vote.

 

9.2               No member shall be entitled to vote at any General Meeting or any adjourned meeting if he or she owes any money to Sands.

 

9.3               Any objection to the qualification of any voter must be raised at the meeting at which the vote is tendered and the decision of the Chair shall be final.

 

9.4               The Board may from time to time make arrangements for members of the Society to vote by post. Postal voting may be used for electing members of the Board and for such other purposes as the Board may from time to time determine.

 

10.         ORGANISATIONS ACTING BY REPRESENTATIVES AT MEETINGS

 

10.1           Any organisation that is a member of Sands may nominate any person to act as its representative at any meeting of Sands. The organisation must give written notice of the name of its representative to Sands, whereupon the person so authorised shall be entitled to exercise the same powers on behalf of the organisation he or she represents as that organisation could exercise if it were an individual member of Sands. The nominee shall not be entitled to represent the organisation at any meeting unless such notice has been received by Sands. The nominee may continue to represent the organisation until written notice to the contrary is received by Sands. Any notice given to Sands will be conclusive evidence that the nominee is entitled to represent the organisation or that his authority has been revoked.

 

11.         Board of Directors

 

11.1           The maximum number of the members of Directors shall be twelve and the minimum number of Directors shall be four. At least fifty per cent of these members must be personally bereaved. For these purposes, “personally bereaved” is defined as having a blood relationship to a baby who died in utero, at birth or soon after birth, including parent/s, grandparent/s, brother, sister, half brother, half sister, aunt or uncle.

 

11.2           The members of the Board may be paid reasonable out-of-pocket expenses that they have properly incurred in connection with the business of Sands, but shall not be paid any other remuneration save as permitted in the Memorandum.

 

11.3           The members of the Board may in their absolute discretion permit any member of the Board to retire provided that, after such retirement, the number of members is not less than four.

 

12.         Powers and Duties of the board

 

12.1           The Board shall manage the business of Sands and may exercise all such powers of Sands unless they are subject to any restrictions imposed by the Act, the Memorandum, these Articles, or any resolution of the Members in General Meeting.

 

12.2           No alteration of the Memorandum or these Articles or any members' resolution shall have retrospective effect to invalidate any prior act of the Directors.

 

12.3           Any meeting of the Board at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Board.

 

12.4           The Board shall appoint at its first meeting after the Annual General Meeting in each year a Chair, a Vice-Chair and a Treasurer from among its members. These officers shall hold office for one year only but shall be eligible for re-appointment.

 

12.5           The Board shall cause minutes to be made in books provided for the purpose:

 

12.5.1.       of the names of the members of the Board present at each meeting of the Board and of any sub-committee;

 

12.5.2.       of all resolutions and proceedings at all meetings of the Society and of the Board and of sub-committees.

 

12.6           The Board shall also be responsible for (without limitation):-

 

12.6.1.       The compilation as it may deem desirable of publications for sale;

 

12.6.2.       The representation of Sands on kindred organisations where desirable;

 

12.6.3.       The preparation and representation of any petitions to achieve the objects of Sands and the preparation and distribution of any policy and publicity material;

 

12.6.4.       The provision of the privileges of membership specified in the Memorandum and Articles of Association.

 

13.         Disqualification of Members of the Board

 

13.1           The office of member of the Board shall be vacated if the member:

 

13.1.1.       ceases to be a director by virtue of any provision in the Act or is prohibited by law from being a director; or

 

13.1.2.       becomes prohibited from being a member of the Board by reason of any order made under the Act or by virtue of Section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision); or

 

13.1.3.       becomes incapable by reason of mental disorder, illness or injury of managing and administrating his property and affairs; or

 

13.1.4.       resigns his office by notice in writing to Sands (but only if at least four Directors shall remain in office when the notice of the resignation is to take effect; or

 

13.1.5.       is directly or indirectly interested in any contract with Sands and fails to declare the nature of his interest in a manner required by the Act.

 

13.1.6.       is absent without the permission of the Board from all its meetings held within a period of six consecutive months and the Board resolves that his or her office be vacated;

 

13.1.7.       ceases to be a member of Sands.

 

13.2           A member of the Board shall not vote in respect of any contract in which he is interested or any matter arising thereof, and if he does so vote his vote shall not be counted.

 

14.         Members of the Board

 

14.1           At the Annual General Meeting in each year one-third of the members of the Board for the time being or, if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office.

 

14.2           The members of the Board to retire in every year shall be those who have been longest in office since their last election, but as between persons who became members of the Board on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

 

14.3           A retiring member of the Board shall be eligible for re-election. PROVIDED THAT no member of the Board shall serve as such after the seventh Annual General Meeting following the Annual General Meeting at which he or she was first elected.

 

14.4           No person other than a member of the Board retiring at the meeting shall, unless recommended by the Board, be eligible for election to the office of member of the Board at any General Meeting unless:-

 

14.4.1.       he or she is recommended for election by the Board; or

 

14.4.2.       not less than twenty eight nor more than thirty five clear days before the day of the meeting, Sands is given a notice that:

 

14.4.2.1.                           is signed by a member entitled to vote at the meeting;

 

14.4.2.2.                           states the member's intention to propose the appointment of a person as a member of the Board;

 

14.4.2.3.                           contains the details that, if the person were to be appointed, Sands would have to file at Companies House and with the Commission; and

 

14.4.2.4.                           is signed by the person who is to be proposed to show his or her willingness to be appointed.

 

14.5           Sands may from time to time by ordinary resolution increase or reduce the number of members of the Board.

 

14.6           The Board shall have power at any time, and from time to time, to appoint any person to be a member of the Board, either to fill a casual vacancy or as an addition to the existing members of the Board, but so that the total number of members of the Board shall not at any time exceed any maximum number fixed in accordance with these Articles and so that the number of co-opted members of the Board shall not exceed one-third of the total number of elected members. UNLESS such person shall be co-opted to fill the vacant post of Treasurer in which case the co-opted member may take the total number of members of the Board to one more than the maximum number fixed in accordance with these Articles. Any member of the Board so appointed shall hold office only until the next following Annual General Meeting, and shall then be eligible for re-election.

 

14.7           Sands may by ordinary resolution, of which special notice has been given in accordance with the Act, remove any member of the Board before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between Sands and such member of the Board.

 

14.8           Sands may by ordinary resolution appoint another person in place of a member of the Board removed from office under the immediately preceding Article. Without prejudice to the powers of the Board under Article 14.6, Sands in General Meeting may appoint any person to be a member of the Board. The person appointed to fill such a vacancy shall be subject to retirement at the same time as if he had become a member of the Board on the day on which the member of the Board in whose place he is appointed was last elected a member of the Board.

 

15.         Indemnity of Members of the Board

 

15.1           In the management of the affairs of Sands no member of the Board shall be liable for any loss to the property of Sands arising by reason of :-

 

15.1.1.       improper investment made in good faith (so long as he or she shall have sought professional advice before making such investment); or

 

15.1.2.       the negligence or fraud of any agent employed by him or her or by any such member hereof in good faith (provided reasonable supervision shall have been exercised) although the employment of such agent was not strictly necessary; or

 

15.1.3.       any mistake or omission made in good faith by any member hereof; or

 

15.1.4.       any other matter or thing other than wilful and individual fraud, wrongdoing or wrongful omission on the part of the member who is sought to be made liable.

 

15.2           Subject to the provisions of the Act but without prejudice to any indemnity to which a member of the Board may otherwise be entitled, every member of the Board or other officer of Sands shall be indemnified out of the assets of Sands against any liability incurred by him or her in defending any proceedings whether civil or criminal in which judgment was given in his or her favour or in connection with any application in which relief is granted to him or her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of Sands and against all costs, charges, losses, expenses or liabilities incurred by him or her in the execution and discharge of his or her duties or in relation thereto.

 

15.3           No indemnity in this clause 15 shall extend to any claim arising from liability resulting from conduct which the Directors knew, or must be assumed to have known, was not in the best interests of Sands, or which the Directors did not care whether it was in the best interests of Sands or not, and provided also that any such indemnity shall not extend to any claim arising from liability for the costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud or dishonesty or willful or reckless misconduct of the Directors.

 

16.         Proceedings of the Board

 

16.1           The Board may meet together for the despatch of business, adjourn, and otherwise regulate their meetings, as they think fit. The Board shall meet at least four times a year. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the Chair shall have a second or casting vote. A member of the Board may, and the Secretary on the requisition of a member of the Board shall, at any time summon a meeting of the Board. It shall not be necessary to give notice of a meeting of the Board to any member of the Board for the time being absent from the United Kingdom.

 

16.2           The quorum necessary for the transaction of the business of the Board shall be one-third of the membership of the Board for the time being. PROVIDED THAT the number of members of the Board comprising such quorum who are not personally bereaved in accordance with Article 11.1 shall not exceed fifty per cent (one half).

 

16.3           The continuing members of the Board may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to the Articles of Sands as the necessary quorum of members of the Board, the continuing members or member of the Board may act for the purpose of increasing the number of members of the Board to that number, or of summoning a General Meeting of Sands, but for no other purpose.

 

16.4           All acts done by any meeting of the Board or of a sub-committee or by any person acting in their capacity as a member of the Board shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such member of the Board 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 and was qualified to be a member of the Board.

 

16.5           A resolution in writing, signed by all the members of the Board for the time being entitled to receive notice of a meeting of the Board, shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held.

 

17.         Delegation of the Board's Powers to Sub-Committees

 

17.1           The Board may delegate any of their powers to sub-committees consisting of such member or members of their body or other persons as they think fit; any sub-committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Board and shall report all acts and proceedings to the Board as soon as is reasonably practicable.

 

17.2           The Board may impose conditions when delegating, including the conditions that:-

 

17.2.1.       the relevant powers are to be exercised exclusively by the sub-committee to whom they delegate;

 

17.2.2.       no expenditure may be incurred on behalf of Sands except in accordance with a budget previously agreed with the Board.

 

17.3           The Board may revoke or alter a delegation.

 

17.4           A sub-committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the Chair shall have a second or casting vote.

 

18.         Advisory Board

 

18.1           The Board may appoint an advisory board ('the Advisory Board') to give advice to the board on the promotion of the purposes of Sands.

 

18.2           The Advisory Board shall consist of the Chair of Sands, together with such member or other members (whether or not members of Sands) as the Board shall from time to time invite to serve.

 

18.3           The Board shall determine the terms of reference, composition, powers and duration of the Advisory Board.

 

18.4           Meetings of the Advisory Board shall be summoned at any time by the Chair thereof or by one-third of all members for the time being or by the Board upon seven clear days' notice being given to all members of the Advisory Board of the matters to be discussed.

 

19.         Company Secretary

 

19.1           Subject to the Act, the Board appoints the Company Secretary. The Board decides his or her period of office, pay (if not a member of the Board) and conditions of service. The Board may also remove the Secretary.

 

19.2           Where the Act provides that actions must be taken both by a Director and by the Secretary, if one person is both a Director and the Secretary, it is not enough for the same person to do the action first as a Director and then as the Secretary.

 

20.         The Seal

 

20.1           The Board shall provide for the safe custody of the seal, which shall only be used by the authority of the Board or of a sub-committee authorised by the Board in that behalf and every instrument to which the seal shall be affixed shall be signed by a member of the Board and shall be countersigned by the secretary or by a second member of the Board or by some other person appointed by the Board for the purpose.

 

21.         Accounts

 

21.1           The Board must prepare for each financial year accounts as required by section 226 (or, if applicable, section 227) of the Act and the Charities Act 1993. The accounts must be prepared to show a true and fair view and follow accounting standards issued or adopted by the Accounting Standards Board or its successors and adhere to the recommendations of applicable Statements of Recommended Practice.

 

21.2           The Board must keep accounting records as required by sections 221 and 222 of the Act and the Charities Act 1993.

 

21.3           The Board shall be responsible for the preparation of an annual budget.

 

21.4           The Board shall be responsible for the operation of effective procedures of budgetary control.

 

21.5           The Treasurer shall:-

 

21.5.1.       ensure that effective accounting systems are in operation;

 

21.5.2.       ensure that Sands' bank accounts are operated in accordance with the procedures approved by the Board;

 

21.5.3.       be responsible for the preparation of annual accounts for the approval of the Board, and their submission to Sands' auditors.

 

22.         Audit

 

22.1           Auditors shall be appointed and their duties regulated in accordance with the Act and the Charities Act 1993.

 

22A.  WEBSITE COMMUNICATION

 

22A.1  Sands may send or supply documents or information to members by making them available on a website.

 

23.         Notices

 

23.1           A notice may be given by Sands to any member either personally or by sending it by post to him or to his registered address, or (if he has no registered address within the United Kingdom) to the address, if any, within the United Kingdom supplied by him to the Society for the giving of notice to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been affected in the case of a notice of a meeting at the expiration of 24 hours after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post.

 

23.2           Notice of every general meeting shall be given in any manner hereinbefore authorised to:

 

23.2.1.       every member except those members whose (having no registered address within the United Kingdom) have not supplied to Sands an address within the United Kingdom for the giving of notices to them;

 

23.2.2.       every person being a legal personal representative or a trustee in bankruptcy of a member where the member but for his death or bankruptcy would be entitled to receive notice of the meeting;

 

23.2.3.       the auditor for the time being of Sands; and

 

23.2.4.       each member of the Board.

 

No other person shall be entitled to receive notice of General Meetings

 

24.         Dissolution

 

24.1           Clause 7 of the Memorandum of Association relating to the winding up and dissolution of Sands shall have effect as if the provisions thereof were repeated in these Articles.

 

24.2           Nothing in the Memorandum or these Articles shall authorise an application of the property of Sands for purposes which are not charitable in accordance with section 7 of the Charities and Trustee Investment (Scotland) Act 2005.

 

25.         Rules or Bye Laws

 

25.1           The Board may from time to time make such Rules or Bye-Laws as it may deem necessary or expedient or convenient for the proper conduct and management of Sands (“Rules and Bye-laws)

 

25.2           Such Rules and Bye-Laws may regulate the following matters but are not restricted to them:-

 

25.2.1.       The admission and members of Sands (including the admissions of organisations to membership) and the rights and privileges of such members and the entrance fees, subscription and other fees or payments to be made by members;

 

25.2.2.       The conduct of members of Sands in relation to one another, and to Sands' employees and volunteers.

 

25.2.3.       The setting aside of the whole or any part or parts of Sands' premises at any particular time or times or for any particular purpose or purposes.

 

25.2.4.       The procedure at General Meetings and meetings of the Board insofar as such procedure is not regulated by the Act or by these Articles.

 

25.2.5.       The conduct and management of Groups including (without limitation) any form of constitution to be adopted by Groups; and

 

25.2.6.       And generally all such matters as are commonly the subject matter of company rules.

25.3      Sands in General Meeting shall have power to alter or repeal the Rules or Bye Laws and to make additions thereto and the Board shall adopt such means as they deem sufficient to bring to the notice of members of Sands all such Rules or Bye Laws, which so long as they shall be in force shall be binding on all members of Sands, provided nevertheless that no Rule or Bye Law shall be inconsistent with or shall affect or repeal anything contained in the Memorandum or Articles of Association of Sands.