Memorandum and Articles of Association
Companies Acts 1985 to 2006
Company limited by guarantee
ARTICLES OF ASSOCIATION OF
EUROPEAN GUIDE DOG FEDERATION
- The Objects of the Federation are:
- to promote the health, equality and independence of all blind and partially sighted people resident in Europe who are, or wish to become, guide dog owners (‘European guide dog owners’) by providing support and assistance to, and representation for, European guide dog owners and such additional services, facilities and activities including training for the relief, prevention and cure of vision impairment as the Federation shall from time to time deem fit;
- to promote equality and diversity for the benefit of European guide dogs owners and the public by advancing the needs and interests of European guide dog owners, without regard to nationality, race or creed;
- to promote the efficiency and effectiveness of charitable organisations representing European guide dog owners for the benefit of the public by liaising with, and acting as a forum for the exchange of information between charitable organisations working for the benefit of European guide dog owners in order to maximise the range of charitable services available to European guide dog owners; and
- to advance animal welfare for the benefit of European guide dogs owners and the public by implementing standards regarding the humane care, training and treatment of guide dogs.
1.2 This provision may be amended by special resolution but only with the prior
written consent of the Charity Commission.
The Federation has the following powers, which may be exercised only in promoting the Objects:
- to encourage collaboration between European national member associations of and for persons using a guide dog;
- to co-operate with the European institutions and organisations whose aim is to help persons using a guide dog including by forming alliances;
- to promote, study and undertake activities which assist and support guide dog owners including improving their mobility, independence and quality of life;
- to promote and undertake the comparative study of relevant policy and legislation in member countries and to monitor and influence such relevant policy and legislation so far as shall be consistent with the Federation’s charitable status;
- to promote the exchange of information and experience of guide dog owners and their organisations in relation to all matters concerning the rights of guide dog owners and the standards regarding humane care, training and treatment of guide dogs by organisations providing guide dog services;
- to work with the International Guide Dog Federation and others to promote high standards for the training of guide dogs and their owners and those training them and to provide or assist in the provision of such training;
- to promote and carry out research;
- to undertake such campaigning activities as shall be consistent with the Federation’s charitable status with the aim of securing from all possible sources the necessary services and support;
- to raise funds (but not by means of taxable trading);
- to borrow money and give security for loans (but, in the case of the mortgage of land in England and Wales, only in accordance with the restrictions imposed by the Charities Act);
- to enter into contracts with third parties;
- to acquire, rent or hire property of any kind;
- to sell, let or otherwise dispose of property of any kind (but, in the case of land in England and Wales, only in accordance with the restrictions imposed by the Charities Act);
- to support, merge, administer, amalgamate with or set up other charities;
- to make grants or loans of money and to give guarantees;
- to set aside funds for special purposes or as reserves against further expenditure;
- to deposit or invest its funds in any manner including, but without limitation, the use of derivatives (but to invest only after obtaining such advice from a financial expert as the Board considers necessary and having regard to the suitability of investments and the need for diversification);
- to delegate the management of investments to a financial expert, subject to the following terms:
- (1) the investment policy is notified to the financial expert by the Board;
- (2) transactions are reported regularly to the Board;
- (3) the performances of the investments is reviewed regularly with the Board;
- (4) the Board is entitled to cancel the delegation arrangement on reasonable notice;
- (5) the investment policy and the delegation arrangement are reviewed on a regular basis;
- (6) all payments due to the financial expert are on a scale or at a level which is agreed in advance; and
- (7) the financial expert must not do anything outside the powers of the Board;
- to arrange the investments or other property of the Federation to be held in the name of a nominee company acting under the control of the Board or of a financial expert action under their instructions, and to pay any reasonable fee required;
- to deposit documents and physical assets with any company registered or having a place of business in England and Wales as custodian and to pay any reasonable fee required;
- to insure the property and activities of the Federation against any foreseeable risk and take out other insurance policies to protect the Federation when required;
- to insure any Board member against any liability:
- which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of trust, or breach of duty of which he/she may be guilty in relation to the Federation; or
(2) to make contributions to the assets of the Federation under the Insolvency Act;
PROVIDED that such insurance shall not extend to:
- any liability resulting from conduct which the Board member knew, or must be assumed to have known, or was reckless as to whether or not it was in the best interests of the Federation;
- any liability to pay the costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud or dishonesty or wilful or reckless misconduct of any Board member;
- any liability to pay a fine or other penalty;
- any liability under the Insolvency Act to make such a contribution where the basis of the liability of the Board member is his knowledge prior to the insolvent liquidation of the Federation (or reckless failure to acquire that knowledge) that there was no reasonable prospect that the Federation would avoid going into insolvent liquidation;
- Subject to Article 7, to engage staff, advisers and volunteers and to provide reasonable remuneration for paid staff and advisers;
- In exceptional cases to pay gratuities to staff, advisers or volunteers;
- to establish or acquire subsidiary companies to assist or act as agents for the Federation;
- to do anything else within the law that the Board considers necessary and desirable and which promotes or helps to promote the Objects.
- The Board
3.1 The Board as charity trustees have control of the Federation and its property and funds.
- The Board when complete consists of up to 15 individuals who have attained the age of 18 years and who support the Objects being a President and at least eight and not more than 14 Appointed Board Members.
- The President shall be appointed by resolution of the Board to act as chairman at meetings of the Board and of the Federation and to provide leadership and general oversight of the work of the Federation. The President may be paid an honorarium of a reasonable amount to be determined in his/her absence by resolution of the other Board Members from time to time. From 24 April 2015 the President’s term of office shall be three years.
- From 24 April 2015 the Appointed Board Members shall be appointed by resolution of the Board for terms of three years. In making such appointments the Board shall ensure that:
- Appointed Board members are members of the governing body or senior officials of Member Organisations;
- so far as possible, at least 50% of the Board members are European guide dog owners; and
- so far as possible the Board consists of persons who, between them, have the requisite skills and experience to meet all reasonable requirements for the effective governance of the Federation.
- A Board member may not act as a charity trustee of the Federation unless he/she:
- is a Member; and
- has signed a written declaration of willingness to act as a charity trustee of the Federation.
- From and after 24 April 2015, a retiring President or Appointed Board member who is otherwise eligible may be reappointed for up to a maximum of three terms and in exceptional circumstances a Board member who has completed three terms of office may be reappointed for a further 12 months.
- A Board member’s term of office as such automatically terminates if he/she:
(1) ceases to be a Member;
(2) in the case of an Appointed Board member, ceases to be a member of the governing body or a senior official of a Member Organisation;
(3) is disqualified under the Charities Act from acting as a charity trustee;
(4) is incapable, whether mentally or physically, of managing his/her own affairs;
(5) is absent without notice from three consecutive Board meetings and is asked by a majority of the other Board members to resign;
(6) resigns by written notice to the Board members (but only if at least two Board members will remain in office);
(7) is removed by resolution of 80 per cent of the Board members but only if he/she has first been given the opportunity to make representations on the proposal at a meeting of the Board;
(8) is removed by the Members at a general meeting in accordance with the Companies Act.
(9) has served on the Board for 9 years, notwithstanding the provision of 3.6 above.
3.8 The Board may at any time co-opt any individual who is eligible under Article 3.3 as a Board member to fill a vacancy in their number or (subject to the maximum number permitted by Article 3.3) as an additional Trustee, but a co-opted Trustee holds office only for 12 months.
- A technical defect in the appointment of a Board member of which the Board is unaware at the time does not invalidate decisions taken at a meeting.
- Proceedings of the Board
4.1 The Board must hold at least four meetings each year.
4.2 A quorum at a Board meeting is at least 33 percent of the Board.
- A meeting of the Board may be held either in person or by suitable
electronic means agreed by the Trustees in which all participants may communicate with all the other participants.
- The President or (if the President is unable or unwilling to do so) the Vice- President or some other Board member chosen by the Board members present presides at each meeting.
4.5 Subject to Article any issue may be determined by a simple majority of the votes cast at a meeting, but a resolution in writing agreed by all the Board members (other than any Conflicted Board member who has not been authorised to vote) is as valid as a resolution passed at a meeting. For this purpose the resolution may be contained in more than one document.
- Every Board member has one vote on each issue but, in case of equality of votes, the chairman of the meeting has a second or casting vote.
4.7 A procedural defect of which the Board is unaware at the time does not invalidate decisions taken at a meeting.
- Board Powers
The Board has the following powers in the administration of the Federation:
5.1 To appoint and remunerate an Executive Director to manage the Federation.
5.2 To appoint (and remove) any person (who may be the Executive Director) to act as Secretary in accordance with the Companies Act.
- To appoint (and remove) a Vice-President and other honorary officers from among the Board members.
5.3 To delegate any of their functions to committees consisting of two or more individuals appointed by them and to set their terms of reference. At least one member of every committee must be a Board member and all proceedings of committees must be reported promptly to the Board.
5.4 To make standing orders consistent with the Memorandum, the Articles and the Companies Act to govern proceedings at general meetings.
5.5 To make rules consistent with the Memorandum, the Articles and the Companies Act to govern the Board’s proceedings and proceedings of committees.
5.6 To make regulations consistent with the Memorandum, the Articles and the Companies Act to govern the administration of the Federation and the use of its seal (if any).
5.7 To establish procedures to assist the resolution of disputes or differences within the Federation.
5.8 To exercise any powers of the Federation which are not reserved to the Members.
- Benefits and Conflicts
6.1 The property and funds of the Federation must be used only for promoting the Objects and do not belong to the Members but:
(1) Members who are not Board members or Connected Persons may be employed by or enter into contracts with the Federation and receive reasonable payment for goods or services supplied; and
Subject to compliance with Article 6.4:
(2) Members, Board members and Connected Persons may be paid interest at a reasonable rate on money lent to the Federation;
(3) Members, Board members and Connected Persons may be paid a reasonable rent or hiring fee for property let or hired to the Federation; and
(4) Members, Board members and Connected Persons may receive charitable benefits on the same terms as any other European guide dog owner or individual or organisation concerned with guide dogs.
6.2 A Board member must not receive any payment of money or other material benefit (whether directly or indirectly) from the Federation except:
(1) as mentioned in Articles 2.22 (indemnity insurance), 3.3 (the President), 6.1 or 6.3;
(2) reimbursement of reasonable out-of-pocket expenses (including hotel
and travel costs) actually incurred in his/her capacity as charity trustee or which he/she has been authorised to incur on behalf of the Federation;
- an indemnity in respect of any liabilities properly incurred in running
the Federation (including the costs of a successful defence to criminal
- in exceptional cases, other payments or benefits (but only with the
written consent of the Charity Commission in advance and where required by the Companies Act the approval or affirmation of the Members).
6.3 No Board member or Connected Person may be employed by the Federation except in accordance with Article 6.2(5) (Charity Commission consent). Any Board member or Connected Person may enter into a written contract with the Federation to supply goods or services in return for a payment or other material benefit, but only if:
(1) the goods or services are actually required by the Federation, and the Board decides that it is in the best interests of the Federation to enter into such a contract;
(2) the nature and level of the remuneration is no more than is reasonable in relation to the value of the goods or services and is set in accordance with the procedure in Article 6.4; and
(3) no more than 50 per cent of the Board are subject to such a contract in any financial year.
6.4 Subject to Clause 6.5, any Board member who becomes a Conflicted Board member in relation to any matter must:
(1) declare the nature and extent of his or her interest before discussion begins on the matter;
(2) withdraw from the meeting for that item after providing any information requested by the Trustees;
(3) not be counted in the quorum for that part of the meeting; and
(4) be absent during the vote and have no vote on the matter.
- When any Board member is a Conflicted Board member, the Board members who are not Conflicted Board members, if they form a quorum without counting the Conflicted Board member and are satisfied that it is in the best interests of the Federation to do so, may by resolution passed in the absence of the Conflicted Board member authorise him/her, notwithstanding any conflict of interest or duty which has arisen or may arise for him/her, to:
- continue to participate in discussions leading to the making of a decision and/or to vote; or
- disclose to a third party information confidential to the Federation; or
- take any other action not otherwise authorised which does not involve the receipt by the Conflicted Board member or a Connected Person of any payment or material benefit from the Federation; or
- refrain from taking any step otherwise required to remove the conflict.
6.6 This provision may be amended by special resolution but, where the result
would be to permit any material benefit to a Board member or Connected Person, only with the prior written consent of the Charity Commission.
- Records and Accounts
7.1 The Trustees must comply with the requirements of the Companies Act and of the Charities Act as to keeping records, the audit or independent examination of accounts and the preparation and transmission to the Registrar of Companies and the Charity Commission of information required by law including:
(1) annual returns;
(2) annual reports; and
(3) annual statements of account.
7.2 The Board must also keep records of:
(1) all proceedings at Board meetings;
(2) all resolutions in writing;
(3) all reports of committees; and
(4) all professional advice obtained.
- Accounting records relating to the Federation must be made available for
inspection by any Board member at any time during normal office hours and may be made available for inspection by Members who are not Board members if the Board so decides.
- A copy of the Federation’s constitution and latest available statement of account must be supplied on request to any Board member. Copies of the latest accounts must also be supplied in accordance with the Charities Act to any other person who makes a written request and pays the Federation’s reasonable costs.
- The Federation must maintain a register of Members.
- All Members must pay a subscription of such amount as may be decided by the
- The Membership of the Federation consists of Board members, Member Organisations, and Supporters.
- Board members shall be Members by virtue of their appointment to the Board.
- A Member Organisation is any legally constituted organisation involved in the provision of guide dogs or assistance dogs which subscribes to the applicable international standards and/or represents the interests of European guide dog owners and which:
- applies to the Federation in the form approved by the Board;
- has aims that in no way contravene those of the Federation;
- is approved by the Board or the membership committee; and
- pays the relevant subscription.
- A Supporter is an individual or an organisation directly or indirectly concerned with guide dogs who/which supports the Objects and wishes to be associated with the Federation but does not have the right to vote at general meetings. Intending Supporters must apply to the Federation in the form approved by the Board and pay the relevant subscription.
- Membership is not transferable and is terminated if the Member:
- gives written notice of resignation to the Federation;
- is more than six months in arrears in paying the relevant subscription (but in such a case the Member may be reinstated on payment of the due amount);
- in the case of a Board member, ceases to be a Board member;
- dies, or in the case of an organisation ceases to exist;
- is removed from Membership by resolution of the Board on the ground that in the Board’s reasonable opinion the Member’s continued Membership is not in the best interests of the Federation. The Board may only pass such a resolution after notifying the Member in writing and considering the matter in the light of written representations, if any, which the Member concerned puts forward within 14 clear days after receiving notice;
- A Member Organisation is any legally constituted organisation involved in the provision of guide dogs or assistance dogs which subscribes to the applicable international standards and/or represents the interests of European guide dog owners and which:
- General Meetings
9.1 Paid-up Members other than Supporters are entitled to attend and vote at general meetings in person (or in the case of a Member Organisation through an authorised representative) or by proxy (but only if the appointment of a proxy is in writing and notified to the Federation before the commencement of the meeting).
9.2 Paid-up Supporters are permitted to attend general meetings in person (or in the case of an organisation through an authorised representative) but to not vote.
9.3 General meetings are called on at least 14 and not more than 28 clear days’ written notice indicating the business to be discussed and (if a special resolution is to be proposed) setting out the terms of the proposed special resolution.
- There is a quorum at a general meeting if the number of Members present in person or by proxy is at least nine.
- General meetings may be held in person or by suitable electronic means.
- The President (or if the President is unable to unwilling to do so) the Vice-President or some other Board member chosen by the meeting acts as chairman at a general meeting. The chairman of the meeting acts in his personal capacity and never as proxy for another Member.
9.7 Except where otherwise provided by the Articles or the Companies Act, every
issue is decided by ordinary resolution.
- Every paid-up Member (other than a Supporter) who is present in person or by proxy has one vote on each issue.
9.9 Except where otherwise provided by the Articles or the Companies Act, a
written resolution (whether an ordinary or a special resolution) is as valid as an equivalent resolution passed at a general meeting. For this purpose the written resolution may be set out in more than one document.
9.10 The Federation may (but need not) hold an AGM in any year.
9.11 Members must annually:
(1) receive the accounts of the Federation for the previous financial year;
(2) receive a written report on the Federation’s activities;
(3) be informed of the current composition of the Board;
(5) appoint reporting accountants or auditors for the Federation;
9.12 Members may also from time to time:
- confer on any individual (with his/her consent) the honorary title of
Patron of the Federation; and
- discuss and determine any issues of policy or deal with any other
business put before them by the Board.
9.13 A general meeting may be called by the Board at any time and must be called within 21 days of a written request from one or more Board members, at least 10% of the Membership or (where no general meeting has been held within the last year) at least 5% of the Membership.
9.14 A technical defect in the appointment of a Member of which the Members are unaware at the time does not invalidate a decision taken at a general meeting or a Written Resolution.
- Limited Liability
The liability of Members is limited.
Every Member promises, if the Federation is dissolved while he/she remains a Member or within one year after he/she ceases to be a member, to pay up to £1 towards:
- payment of those debts and liabilities of the Federation incurred before he/she
ceased to be a Member;
- payment of the costs, charges and expenses of winding up; and
- the adjustment of rights of contributors among themselves.
- Notices and other documents to be served on Members or Trustees under the
Articles or the Companies Act may be served:
- by hand;
- by post;
- by suitable electronic means; or
through publication in the Federation’s newsletter or on the Federation’s website
12.2 The only address at which a Member is entitled to receive notices sent by post is an address in the U.K. shown in the register of Members.
12.3 Any notice given in accordance with these Articles is to be treated for all purposes as having been received:
(1) 24 hours after being sent by electronic means, posted on the Federation’s website or delivered by hand to the relevant address;
(2) two clear days after being sent by first class post to that address;
(3) three clear days after being sent by second class or overseas post to that address;
(4) immediately on being handed to the recipient personally;
or, if earlier,
(5) as soon as the recipient acknowledges actual receipt.
12.4 A technical defect in service of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting.
13.1 If the Federation is dissolved, the assets (if any) remaining after providing for all its liabilities must be applied in one or more of the following ways:
(1) by transfer to one or more other bodies established for exclusively charitable purposes within, the same as or similar to the Objects;
(2) directly for the Objects or for charitable purposes which are within or similar to the Objects;
(3) in such other manner consistent with charitable status as the Charity Commission approves in writing in advance.
13.2 A final report and statement of account must be sent to the Charity Commission.
13.3 This provision may be amended by special resolution but only with the prior written consent of the Charity Commission.
- The Articles are to be interpreted without reference to the model articles under the Companies Act, which do not apply to the Federation.
- In the Articles, unless the context indicates another meaning:
‘AGM’ means an annual general meeting of the Federation;
‘Articles’ means the Federation’s Articles of Association and ‘Article’ refers to a particular Article;
‘Board member’ means a director of the Federation and ‘the Board’ means the directors;
‘Charities Act’ means the Charities Act 2011;
‘Charity Commission’ means the Charity Commission for England and Wales or any body which replaces it;
‘charity trustee’ has the meaning prescribed by the Charities Act;
‘clear day’ does not include the day on which notice is given or the day of the meeting or other event;
‘Companies Act’ means the Companies Acts 1985 to 2006;
‘Conflicted Board member’ means a Board member in respect of whom a conflict of interest arises or may reasonably arise because the Conflicted Board member or a Connected Person is receiving or stands to receive a benefit (other than payment of a premium for indemnity insurance) from the Federation, or has some separate interest or duty in a matter to be decided, or in relation to information which is confidential to the Federation;
‘Connected Person’ means, in relation to a Board member, a person with whom the Trustee shares a common interest such that he/she may reasonably be regarded as benefiting directly or indirectly from any material benefit received by that person, being either a member of the Board member’s or household or a person or body who is a business associate of the Trustee, and (for the avoidance of doubt) does not include a company with which the Trustee’s only connection is an interest consisting of no more than 1% of the voting rights;
‘constitution’ means the Memorandum and the Articles and any special resolutions relating to them;
‘custodian’ means a person or body who undertakes safe custody of assets or of documents or records relating to them;
‘electronic means’ refers to communications addressed to specified individuals by telephone, fax or email or, in relation to meetings, by telephone conference call or video conference;
‘European guide dog owner’ means a blind or partially sighted person resident in Europe who owns or wishes to own a guide dog.
‘the Executive Director’ means the chief paid officer of the Federation.
‘the Federation’ means the company governed by the Articles;
‘financial expert’ means an individual, company or firm who is authorised to give investment advice under the Financial Services and Markets Act 2000;
‘financial year’ means the Federation’s financial year;
‘firm’ includes a limited liability partnership;
‘indemnity insurance’ means insurance described in Article 22.
‘Insolvency Act’ means s 214 of the Insolvency Act 1986 or any provision which replaces it;
‘International Bodies’ means the International Guide Dog Federation, the European Blind Union and the European Chapter of Assistance Dogs International.
‘material benefit’ means a benefit, direct or indirect, which may not be financial but has a monetary value;
‘Member’ and ‘Membership’ refer to company Membership of the Federation;
‘Member Organisation’ means a Member which is constituted as provided in Article 8.5;
‘Memorandum’ means the Federation’s Memorandum of Association;
‘month’ means calendar month;
‘nominee company’ means a corporate body registered or having an established place of business in England and Wales which holds title to property for another;
‘ordinary resolution’ means a resolution agreed by a simple majority of the Members present and voting at a general meeting or in the case of a written resolution by Members who together hold a simple majority of the voting power.
‘Objects’ means the Objects of the Federation as defined in Article 1;
‘President’ means the chairman of the Board as defined in Article 3.3
‘Resolution in writing’ means a written resolution of the Trustees;
‘Secretary’ means a company secretary;
‘special resolution’ means a resolution of which at least 14 days’ notice has been given agreed by a 75% majority of the Members present and voting at a general meeting or in the case of a written resolution by Members who together hold 75% of the voting power.
‘Supporter’ means a non-voting Member as defined in Article 8.6;
‘taxable trading’ means carrying on a trade or business in such manner or on such a scale that some or all of the profits are subject to corporation tax;
‘written’ or ‘in writing’ refers to a legible document on paper or a document sent by electronic means which is capable of being printed out on paper;
‘written resolution’ refers to an ordinary or a special resolution which is in writing;
‘year’ means calendar year.
14.3 Expressions not otherwise defined which are defined in the Companies Act have the same meaning.
14.4 References to an Act of Parliament are to that Act as amended or re-enacted from time to time and to any subordinate legislation made under it.