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Clì Facts
Memorandum & Articles of Associaton
Clì Gàidhlig
"Comann an Luchd Ionnsachaidh" bho shean
MEORACHAN
AGUS
BUNREACHD
Air a leasachadh leis a' Choinneimh Bhliadhnail 4.11.95
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
As amended by the Annual General Meeting 4.11.95
THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION
COMANN AN LUCHD-IONNSACHAIDH
1. The name of the company is Comann an Luchd-Ionnsachaidh, hereinafter
called "CLI".
2. The registered office of CLI will be situated in Scotland.
3. The object for which CLI is established is to enable adult learners
of Gaelic to attain oral fluency in the language, in pursuit of which
aim CLI may develop course structures and produce learning materials
such as texts, audio and video tapes; liaise with public and private
groups to provide learning facilities; provide training and facilities
for tutors including training in methods of assessment and evaluation;
maintain a publicity and information service for the public to increase
demand for learning facilities.
4. In furtherance of the above objects, the company shall have the following
powers:
a) to carry on the business of publishers, producers, wholesalers and
retailers of books, pamphlets, posters, films, video tapes, radio and
television programmes, plays, photographs, slides, audio tapes and other
software, and promotion of conferences, courses, festivals, concerts,
games and entertainments of all kinds and catering and provision of accommodation
relating thereto;
b) to carry on the business of consultants and generally to provide expert
advice and guidance to members of CLI and other persons and organisations;
c) to carry on any other trade or business whatsoever which, in the opinion
of CLI, can be carried on advantageously by CLI in connection with an
ancillary to any of the objects and general business of CLI or is of
direct or indirect benefit to CLI and its objects and to enhance the
value of or render profitable any of the properly or rights of CLI or
such trade or business as may be required by any members or customers
of or persons or agencies dealing with CLI;
d) to monitor and report on developments, from whatever source and of
whatever nature which are related directly to the aims of CLI;
e) to purchase, take on lease or in exchange, hire or otherwise acquire
and hold for any estate or interest any lands, buildings, easements,
rights, privileges, concessions, patent rights, licences, secret processes
property of any kind necessary or convenient for the purpose of or in
connection with the business of CLI or any branch or department thereof;
f) to erect, construct, lay down, enlarge, alter and maintain any shops,
stores, factories, buildings, works, plant and machinery necessary or
convenient for the business of CLI and to contribute to or subsidise
the erection, construction and maintenance of any of the above;
g) to borrow or raise or secure the payment of money for the purposes
of or in connection with the business of CLI, and for the purpose of
and in connection with the borrowing or raising of money by CLI to become
a member of any building society;
h) to receive and accept from any source gifts, bequests, legacies and
grants of money and/or any kind of property, and all other kinds of financial
assistance, whether unconditionally or subject to any trusts or conditions;
i) to charge and grant securities over the undertaking and all or any
of the heritable and moveable property and assets, present or future,
of CLI and to issue at par or at a premium or discount, and for such
consideration and with any subject to such rights, powers, privileges
and conditions as may be thought fit, debentures or debenture stock,
either permanent or repayable, and collaterally or further to secure
any securities of CLI by a trust deed or other assurance;
j) to issue and deposit any securities which CLI has power to issue by
way of charge to secure any sum less than the nominal amount of such
securities and also by way of security for the performance of any contracts
or obligations of CLI or of its customers or other persons or agencies
having dealings with CLI, or in whose business or undertakings CLI is
interested, whether directly or indirectly;
k) to invest and deal with the moneys of CLI not immediately required
for the purpose of its business in or upon such investments or securities
and in such manner as may from time to time be determined;
l) to accept payment for any properly or rights sold or otherwise disposed
of or dealt with by CLI, either in cash, by instalments or otherwise,
or in fully or partly paid up shares of any company or corporation, with
or without deferred or preferred or special rights or restrictions in
respect of dividend, repayment of capital. voting or otherwise, or in
debentures or mortgage debentures or debenture stock, mortgages or other
securities of any company or corporation, or partly in one mode and partly
in another, and generally on such terms as CLI may determine, and to
hold, dispose of or otherwise deal with any shares, stock or securities
so required;
m) to enter in any partnership or joint-venture arrangement or arrangement
for sharing profits, union of interests or co operation or amalgamation
with any charitable company, firm agency, incorporation, association
or person carrying on or proposing to carry on any business within the
objects of CLI and to acquire and hold, sell, deal with or dispose of
shares, stock or securities of any such company, and to guarantee the
contracts of our liabilities of, or payment of the dividends, interest
or capital of any shares, stock or securities of and to subsidise or
otherwise assist any such company;
n) to enter into any arrangements with any governments or authorities,
municipal, local or otherwise that may seem conducive to the objects
of CLI or any of them and to obtain from any such government or authority,
any rights, privileges, and concessions;
o) to establish or promote or concur in establishing or promoting any
company whose objects shall be intended to advance in any manner and
directly or indirectly the objects or interests of the CLI, and to acquire
and hold or dispose of shares, stock or securities of and guarantee the
payment of dividends, interest or capital of any shares, stock or securities
issued by or any other obligations of any such company.
p) to make any donation either in cash or assets which CLI may deem expedient
and to give any other financial assistance by way of grant of such amounts
and on such terms and conditions as CLI may determine to any person or
body carrying on or intending to carry on any undertaking or activity
which in the opinion of CLI will contribute in any way to the achievement
of the objects of CLI;
q) to purchase or otherwise acquire and undertake all or any part of
the business, property, assets, liabilities and transactions of any person,
firm, company or unincorporated association carrying on any business
which CLI is authorised to carry on;
r) to sell, feu, improve, manage, develop, turn to account, exchange,
let on rent, royalty, share of profits or otherwise, grant licences,
servitudes and other rights in or over, and in any other manner deal
with or dispose of or turn to account the undertaking and all or any
of the property and assets for the time being of CLI for such consideration
as CLI may think fit;
s) to effect insurances against all kinds of risks and liabilities which
may be incurred by CLI and insurances of the property, assets and effects
of CLI;
t) to obtain, acquire and purchase all necessary permits, licences or
trademarks required for the purpose of enabling CLI to carry on its said
business upon such terms and conditions as it may think fit;
u) to appoint, employ and dismiss such staff and other persons and to
engage and terminate the advisory and other services of such professional,
technical and other personnel as CLI may think fit, and any such appointment,
employment or engagement may be affected on such terms and conditions
as to remuneration and otherwise as CLI may think appropriate;
v) to establish and maintain or procure the establishment and maintenance
of any contributory or non-contributory pension or superannuation funds
for the benefit of, and to make or procure the making of donations, gratuities,
pensions, allowances or emoluments to any persons who are or were at
the time in the employment or service of CLI and the wives, widows, families.
5. The income and properly of CLI whencesoever derived shall be applied
solely toward the promotion of the objects of CLI as set out herein and
in the Articles and no portion shall be paid or transferred directly
or indirectly to the members of CLI except by way of payment in good
faith or seasonable and proper wages, bonuses and repayments of expenses
to any member or employee of CLI in return for any services actually
rendered to CLI and no dividend shall be paid to any member of CLI.
6. The liability of the members is limited.
7. Every member of CLI undertakes to contribute to the assets of CLI,
in the event of the same being wound up while a member or within one
year after ceasing to be a member, for payment of the debts and liabilities
of CLI contracted before ceasing to be a member, and of the costs, charges
and expenses of winding up and for the adjustment of the rights of the
contributors amongst themselves, such amount as may be required, not
exceeding one pound £1).
8. In the event of the winding up or dissolution of CLI the Liquidator
shall first, according to law, use the assets of CLI to satisfy its debts
and liabilities. Any balance of assets remaining must not be distributed
among the members of CLI but shall be transferred to such bodies having
objects similar to or compatible with the objects of CLI and which shall
prohibit the distribution of its, or their, income among its members
to an extent at least as great as is imposed on CLI under clause 4) hereof
or such central fund maintained for the benefit of such enterprises as
may be determined by the members at or before the time of winding up
or dissolution or insofar as the assets are not transferred shall be
held for social or charitable purposes.
We, the several persons, whose names and addresses are subscribed are
desirous of being formed into a company, in pursuance of this Memorandum
of Association.
Names, Addresses and Descriptions of Subscribers
Hector MacKenzie
58 Millbank Road
Munlochy
IV8 8NL
Head Teacher
Neil McKechnie
Clunes Villa
Park Street
Dingwall
IV15 9JH
Retired Teacher
Dated at Inverness the Twenty First Day of April Nineteen Hundred and
Eighty Seven.
Witness to the above subscribers
David Butler McGarva
Solicitor
HIDB Bridge House
Inverness
IV1 1QR
THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAP1TAL
ARTICLES OF ASSOCIATION
COMANN AN LUCHD-IONNSACHAIDH
Interpretation
1 In these Articles:-
a) "CLI" means Comann an Luchd-Ionnsachaidh
b) "Office-bearers" means the Cathraiche and the Iar-chathraiche.
c) "The Act" means the Companies Act 1985 as amended from time to time.
d) "The Seal" means the Common Seal of CLI.
e) "Rùnaire" means any person appointed by CLI to perform the
duties of Secretary of CLI in terms of the Act, and where two or more
persons are appointed to act as Joint Secretaries shall include any one
of those persons.
f) "The United Kingdom" means Great Britain and Northern Ireland.
g) "The Annual Membership Year" shall mean the period from 1 April in
one year to 31 March in the year following.
h) Expressions referring to writing shall, unless the contrary intention
appears, be construed as including references to printing, lithography,
photography, and other modes of representing or reproducing words in
a visible form.
i) Unless the context otherwise requires words or expressions contained
in these Articles shall bear the same meaning as in the Act or any statutory
modification thereof in force at the date at which these Articles become
binding on CLI.
Objects
2. CLI is established for the purposes expressed in the Memorandum of
Association.
Membership on Incorporation
3. The number of members with Incorporation which CLI purposes to be
incorporated is unlimited. Membership.
a) The subscribers to the Memorandum of Association and such other persons
and organisations as are admitted to membership in accordance herewith
shall be members of the Company.
b) Membership shall not be transferable.
c) Corporate membership shall be open to Scots Gaelic learners' clubs
and other associations having similar aims as the Company, whether unincorporated
or incorporated, which have complied with the procedure for application
for membership.
d) Individual membership shall be open to individuals who have complied
with the procedure for application for membership.
e) A person or association which wishes to become a member shall lodge
with the Company a written application for membership, in such form as
the Bòrd Stiùiridh requires, signed by the applicant on
behalf of the association.
f) Each application for membership shall be considered by the Bòrd
Stiùiridh at the first meeting of the Bòrd Stiùiridh
which is held after receipt by the Company of the written application
in terms hereof.
g) Members shall pay annually on 31 March or such dates as may be fixed
by the Bòrd Stiùiridh a subscription or subscriptions which
shall be determined by CLI from time to time in General Meeting. Any
resolution by the Bòrd Stiùiridh to the effect that an
applicant be admitted to membership shall be deemed to be conditional
upon payment of the full amount of the relevant subscription.
h) No applicant shall be entered in the register of members unless and
until such subscription as required under Article 4(g) has been received
by the Company.
i) The Bòrd Stiùiridh shall maintain a register of members
which shall be kept at the registered office which shall be open to inspection
by any person whether or not a member of the Company during business
hours.
j) The Bòrd Stiùiridh shall be entitled at their sole discretion
to refuse to admit any person or association to membership without need
to ascribe any reason therefor.
k) If the Bòrd Stiùiridh resolves at any meeting to refuse
admission of an applicant to membership they shall notify the applicant
in writing accordingly within a period of seven days after the meeting
and return to them any remittance lodged under Article 4(g).
1) Every member shall be entitled to receive on refunding postage and
costs a copy of the Memorandum and Articles of Association of CLI.
The Bòrd Stiùiridh
5.
a) Management of the business of CLI shall be carried out by the Bòrd
Stiùiridh who shall be entitled to exercise all the powers of
the company. The Bòrd Stiùiridh shall consist of the following
members, that is to say, (a) seven persons elected from the individual
membership in accordance with the provisions of these Articles and (b)
such co-opted members as shall be nominated from time to time by the
Bòrd Stiùiridh with the approval of at least three of the
members of the Bòrd Stiùiridh.
b) The co-opted members shall be such persons as are deemed by the Bòrd
Stiùiridh to be knowledgeable about and have interest in the objects
of CLI.
c) Any member of the Bòrd Stiùiridh may appoint as his/her
substitute or alternate any person of his/her own choice other than another
existing member of the Bòrd Stiùiridh and such appointment
may be made for specific purposes or in general and shall be intimated
to the Rùnaire by the member of the Bòrd Stiùiridh
making the appointment. Such alternate or substitute member of the Bòrd
Stiùiridh shad have in respect of the proceedings of the Bòrd
Stiùiridh all rights and privileges attaching to members of the
Bòrd Stiùiridh
Membership of the Bòrd Stiùiridh
6. The following provisions shall apply as to the duration of membership
of the Bòrd Stiùiridh of CLI, that is to say:-
a) Co-opted members of the Bòrd Stiùiridh may be invited
to serve initially for a period of one year. Members of the Bòrd
Stiùiridh elected to represent the individual membership shall
serve for a period of two years.
b) On the expiry of the aforesaid periods of service each such elected
or co-opted member may, subject as herein provided, be again elected
or co-opted for membership of the Bòrd Stiùiridh.
c) Members of the Bòrd Stiùiridh elected to represent the
individual membership may be removed from such representation on the
duly constituted and properly approved motion of the individual membership.
Such elected member shall cease to be a member of the Bòrd Stiùiridh
on the passing of such resolution and shall be replaced by an alternative
elected member of the individual membership chosen at any meeting of
the individual membership at or subsequent to the removal of such elected
member.
Election by Individual Membership
7. Members of the Bòrd Stiùiridh representing the individual
membership shall be elected from the individual membership in General
Meeting. Any person standing for election must be present in person or
by proxy and indicate his/her willingness to be so elected. If more than
seven persons are proposed for election, a vote shall be taken from among
the individual members or their proxies present at the General Meeting
and the seven persons securing the greatest number of votes shall be
elected.
8. The rights of an individual member of CLI as such shall be personal,
shall not be transferable and shall cease on his/her death or on his/her
ceasing to be a member.
9. Any member of CLI shall, ipso facto, cease to be a member upon the
happening of any of the following events, viz:
a) if (s)he shall commit any breach of any agreement between him/herself
and CLI upon the terms of which (s)he is admitted to membership and CLI
shall resolve that (s)he be excluded from membership; b) if (s)he shall
have an award of sequestration made against his/her estate;
c) if (s)he resigns his/her membership by giving to CLI not less than
one week's (or such lesser period as CLI may agree) previous notice in
writing of his/her intention so to do;
d) if CLI by a resolution passed in General Meeting by a majority of
three quarters of those present either in person or by proxy and entitled
to vote resolve that (s)he should resign his/her membership;
e) if in the case of an individual (s)he dies and in the case of an association
it ceases to exist;
f) if (s)he fails to pay his/her annual subscription within one month
of being requested so to do.
Provided always that as regards clauses (a) and (d) of this Article not
less than 7 clear days' notice in writing shall be given to the member
concerned of the intention to propose resolution excluding him/her from
membership or requiring him/her to resign and (s)he shall be entitled
to be present and to be heard at the meeting of CLI at which such resolution
is proposed.
Proceedings of Bòrd Stiùiridh
10.
a) Quorum. The quorum of the Bòrd Stiùiridh shall be three.
b) The Bòrd Stiùiridh shall hold at least two meetings
per Annual Membership Year and such other meetings as shall be necessary
for it to transact the business of the management of CLI in terms hereof
and may adjourn their meetings from time to time as necessary Notice
of meetings of the Bòrd Stiùiridh shall be a minimum of
7 days and shall be sent by the Rùnaire to the members of the
Bòrd Stiùiridh in the United Kingdom at such time and shall
specify the nature of the business to be dealt with at such meeting.
Meetings of the Bòrd Stiùiridh may be held validly on shorter
notice provided a quorum is present and is unanimous as to dispensing
with notice.
c) Unless expressly otherwise provided in these Articles decisions of
the Bòrd Stiùiridh shall be taken by simple majority, the
Cathraiche always having the casting vote.
d) The Rùnaire shall take the minutes of meetings of the Bòrd
Stiùiridh and shall issue such notices and intimations as are
required to members of the Bòrd Stiùiridh.
e) Members of the Bòrd Stiùiridh shall be entitled to reimbursement
of their reasonable travelling and other expenses.
f) The Bòrd Stiùiridh may appoint a committee or committees
and advisory panels and shall provide for the areas of the work, functions
and responsibilities of the Bòrd Stiùiridh to be undertaken
by such committees and panels and shall determine the rules of procedures
by which the committee shall operate. The Bòrd Stiùiridh
may but shall not be bound to co-opt to any such committee, persons (who
may but need not be members of CLI) who are considered to be capable
of contributing to the work of such committees.
g) The meetings and proceedings of any committees shall be governed by
the provisions of these Articles for regulating the meetings and proceedings
of the Bòrd Stiùiridh so far as the same are applicable
and nor superseded by any rules made by the Bòrd Stiùiridh.
The Bòrd Stiùiridh may at any time dissolve a committee
or alter the membership thereof.
h) The Bòrd Stiùiridh or the Bòrd Stiùiridh
acting through a committee shall discharge all responsibilities of CLI
with regard to the employment of personnel.
i) The Bòrd Stiùiridh shall implement so far as reasonably
possible all instructions passed by the membership in General Meeting
for the implementation of the objects of CLI and shall have regard to
all recommendations made by the membership, and shall use every opportunity
and effort to promulgate the objects of CLI.
j) The Bòrd Stiùiridh will arrange for the presentation
to the Annual General Meeting of an annual report on the activities of
CLI.
k) The Bòrd Stiùiridh may establish close links and liaison
with public and private organisations to improve provision for adult
learners of Gaelic.
GENERAL MEETINGS
Annual General Meetings
11. CLI shall in each Annual Membership 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.
Provided that so long as CLI holds its first general meeting within six
months of its incorporation, it need not hold it in the Annual Membership
Year of its incorporation. The annual general meeting shall be held at
such time and place as the Bòrd Stiùiridh shall appoint.
Extraordinary General Meetings
12. All general meetings other than annual general meetings shall be
called extraordinary general meetings. The Bòrd Stiùiridh
may, whenever it thinks fit, convene an extraordinary general meeting
and extraordinary general meetings may also be convened as provided for
by section 368 of the Act
NOTICES OF GENERAL MEETINGS
Annual General Meetings
13. 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 CLI 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 the meeting, any special or extraordinary resolution
to be proposed at such 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 CLI
in general meeting, to such persons as are entitled to receive such notices
from CLI. Providing that a meeting of CLI shall, notwithstanding that
it is called by shorter notice than that specified in this Article, be
deemed to have been duly called if it is so agreed:
(a) in the case of a meeting called as the annual general meeting, by
all the members entitled to attend and vote thereat, or by their proxies;
and
(b) in the case of any other meeting, by five of the members having a
right to attend and vote at the meeting, or by their proxies.
Further provided that publication of a notice calling a general meeting
of CLI in such newspaper or newspapers circulating as appropriate in
Scotland as may be decided by the Bòrd Stiùiridh shall
be deemed to be sufficient notice to such members of the calling of a
general meeting.
Omission or Non-Receipt of Notice
14. The accidental omission to give notice of a meeting to, or the non-receipt
of notice of a meeting by any person entitled to receive notice, shall
not invalidate the proceedings at that meeting.
PROCEEDING AT GENERAL MEETINGS
Special Business
15. 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 Bòrd Stiùiridh and Auditors,
the election of officers in the place of those retiring and the appointment
of, and the fixing of the remuneration of the auditors.
Quorum
16. 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;
save as herein otherwise provided, not less than 20 individual members
or their proxies shall be a quorum.
Where no Quorum Present
17. If within half an hour from the time appointed for the meeting a
quorum is not present, the meeting, if convened upon the requisition
of individual members, shall be dissolved; in any other case it shall
stand adjourned to the same day in the next week, at the same time and
place, or to such other day and at such other time and place as those
present may determine, and if at the adjourned meeting a quorum is not
present within half an hour from the time appointed for the meeting the
members present or their proxies shall be a quorum.
Convener
18. The Cathraiche of the Bòrd Stiùiridh and in his/her
absence the Iar-chathraiche shall preside as Convener at every General
Meeting, but if there be no such Convener, or if at any meeting (s)he
is not present within fifteen minutes after the time appointed for holding
the same, or is unwilling to preside, the members present shall choose
a member of the Bòrd Stiùiridh who is present to preside
as Convener.
Adjournment
19. The Cathraiche may, with the consent of any meeting at which a quorum
is present (and shall if so directed by the meeting), adjourn the meeting
from time to time and from place to place, but no business shall be transacted
at any adjourned meeting other the business left unfinished at the meeting
from which the adjournment took place. When a meeting is adjourned for
thirty days or more, notice of the adjourned meeting shall be given as
in the case of an original meeting. Save as foresaid it shall not be
necessary to give any notice of an adjournment or of the business to
be transacted at an adjourned meeting.
Voting rights of members
20. The following provisions shall have effect with regard to the voting
rights of members of CLI in General Meeting, that is to say, all members
shall be entitled to vote and each such member shall have one vote, and
the provisions as to quorum herein before in Article 15 provided shall
apply.
Method of Voting
21.
a) A resolution put to the vote of a general meeting shall be decided
on a show of hands unless before, or on the declaration of the result
of, the show of hands a poll is duly demanded. A poll may be demanded:
(i) by the Convener, or
(ii) by at least two members having the right to vote at the meeting;
and a demand by a person as proxy for a member shall be the same as demand
by the member.
b) Unless a poll is duly demanded a declaration that a resolution has
been carried or carried unanimously, or by a particular majority, or
lost, or not carried by a particular majority and an entry to that effect
in the minutes of the meeting shall be conclusive evidence of the fact
without proof of the number or proportion of the vote recorded in favour
of or against the resolution.
c) The demand for a poll may, before the poll is taken, be withdrawn
but only with the consent of the Convener and a demand so withdrawn shall
not be taken to have invalidated the result of a show of hands declared
before the demand was made.
d) A poll shall be taken as the Convener directs and (s)he may appoint
scrutineers (who need not be members) and fix a time and place for declaring
the result of the poll The result of the poll shall be deemed to be the
resolution of the meeting at which the poll was demanded.
e) A poll demanded on the election of a Convener or on a question of
adjournment shall be taken forthwith. A poll demanded on any other question
shall be taken either forthwith or at such time and place as the Convener
directs not being more than thirty days after the poll is demanded. The
demand for a poll shall not prevent the continuance of a meeting for
the transaction of any business other than the question on which the
poll was demanded. If a poll is demanded before the declaration of the
result of a show of hands and the demand is duly withdrawn, the meeting
shall continue as if the demand had not been made.
f) No notice need be given of a poll not taken forthwith if the time
and place at which it is to be taken are announced at the meeting at
which it is demanded. In any other case at least seven clear days' notice
shall be given specifying the time and place at which the poll is to
be taken.
22. Subject to the provisions of Article 19 hereof on a show of hands
every member who is present shall have one vote and on a poll every member
present in person or by proxy shall have one vote.
23. An instrument appointing a proxy shall be in writing, executed by
or on behalf of the appointer and shall be in the following form (or
in a form as near thereto as circumstances allow or in any other form
which is usual or which the Bòrd Stiùiridh may approve)
-
Comann an Luchd Ionnsachaidh
I/We of .................................................................................
being a member/members of CLI hereby appoint
......................................................................................................
......................................................................................................
of .........................................................................
or failing him/her
of ......................................................................................................
as my/our proxy to vote in my/our name(s) and on my/our behalf at the
Annual/
Extraordinary General Meeting to be held on 19 and at any
adjournment thereof.
This form is to be used in respect of the resolutions mentioned below
as
follows:
Resolution No 1 *for *against
Resolution No 2 *for *against
*Strike out whichever is not desired. Unless otherwise instructed, the
proxy
may vote as (s)he thinks fit or abstain from voting.
Signed this day of 19
The instrument appointing a proxy and any authority under which it is
executed or a copy of such authority certified notarially or in some
other way approved by the Bòrd Stiùiridh must be deposited
at the office or at such other place within the United Kingdom as is
specified in the notice covering the meeting or in any instrument of
proxy sent out by CLI in relation to the meeting not less than 48 hours
before the time for holding the meeting or adjourned meeting at which
the person named in the instrument proposes to vote and an instrument
of proxy which is not deposited or delivered in a manner so permitted
shall be invalid. If a person be appointed proxy by more than one member
such proxy shall have one vote for every member (s)he represents.
Casting vote
24. In the case of an equality of votes, the Convener of the meeting
at which the show of hands or poll takes place shall be entitled to a
second or casting vote.
All proceedings of meetings of CLI and of the Bòrd Stiùiridh
shall be carried on in Gaelic where possible.
VOTES OF MEMBERS
Objections
25. No objection shall be raised as to the admissibility of any vote
at any meeting of CLI or the Bòrd Stiùiridh except at the
meeting or adjourned meeting at which the vote objected to is or may
be given or tendered and every vote not disallowed at such meeting shall
be valid for all purposes. Any such objection shall be valid for all
purposes. Any such objection shall be referred to the convener of the
meeting whose decision shall be final and conclusive.
Office-bearers
26. The Bòrd Stiùiridh from amongst the members of the
Bòrd Stiùiridh shall elect the Office bearers.
Cathraiche and Iar-chathraiche
27.
(a) A person appointed to the Office of Cathraiche shall be elected for
a term of one year but shall be eligible for immediate re-election.
(b) A person appointed to the Office of Iar-chathraiche shall be elected
for a term of one year but shall be eligible for re--election.
(c) The Cathraiche and Iar-chathraiche shall each hold of office until
a successor has been appointed pursuant to Article 25.
Casual Vacancies
28. The Bòrd Stiùiridh shall have the power to fill a casual
vacancy occurring in any of the offices referred to in Article 25 but
any person so appointed shall hold office only until the next meeting
of the Bòrd Stiùiridh and shall then be eligible for re-election.
Additional Officers
29. The Bòrd Stiùiridh shall have the further power to
appoint honorary or paid officials to assist in the administration of
CLI or any particular project. Any such officials shall be responsible
to the Bòrd Stiùiridh or to any committee of the Bòrd
Stiùiridh appointed as aforesaid and each such appointment shall
be upon such terms and conditions as the Bòrd Stiùiridh
(or a committee thereof with the consent of the Bòrd Stiùiridh)
may by resolution determine.
Particular Powers
30. In addition to all powers by these Articles expressly conferred upon
them the Bòrd Stiùiridh shall have the following powers
namely:-
a) Save as provided in Article 40, to expend the funds of CLI in such
manner as they shall consider most beneficial for the purposes of CLI
and to invest in the name of CLI or the names of trustees such part thereof
as they may see fit, and to direct the sale or transposition of any such
investments, and expend the proceeds of any such sale for the purposes
of CLI.
b) To arrange for the appointment, control and dismissal of all staff
engaged for the purposes of CLI and to pay their proper remuneration,
fees and expenses, including costs incurred in their training.
c) To enter into contracts on behalf of CLI.
d) To provide any necessary equipment or accommodation for the purposes
of CLI.
e) To make, and from time to time to repeal or alter, regulations as
to the management of CLI and the affairs thereof, and as to the duties
of any of officers or servants of CLI and as the conduct of Bòrd
Stiùiridh or any committee of the Bòrd Stiùiridh
or advisory panel and as to any of the matters or things within the powers
or under the control of the Bòrd Stiùiridh, provided that
the same shall not be inconsistent with the Memorandum or Articles of
Association.
Bankers and Cheques
31. Bankers shall be appointed and may be changed by the Bòrd
Stiùiridh and cheques shall be signed by such members of the Bòrd
Stiùiridh and officers of CLI or such other person or persons
as the Bòrd Stiùiridh may appoint for this purpose.
Defects in appointment of Members of Bòrd Stiùiridh
32. All acts done by any meeting of the Bòrd Stiùiridh
or of a committee of the Bòrd Stiùiridh or by any person
acting as a Member of the Bòrd Stiùiridh shall notwithstanding
that it be afterwards discovered that there was some defect in the appointment
of any such Member of the Bòrd Stiùiridh 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 Bòrd Stiùiridh
Resolutions of Members of the Bòrd Stiùiridh
33. A resolution in writing, signed by all the members of the Bòrd
Stiùiridh for the time being entitled to receive notice of a meeting
of the Bòrd Stiùiridh shall be as valid and effectual as
if it had been passed at a meeting of the Bòrd Stiùiridh
duly convened and held.
Distribution of Grants and Gifts
34. Any grants received by CLI may be allocated and any objects or moneys
received by way of gift or loan may be distributed by the Bòrd
Stiùiridh in such manner as they may think fit, provided that
details of such proposed allocations or distributions have been circulated
to members of the Bòrd Stiùiridh and that no objection
be made thereto within one month of the date of such circulation. In
the event of any objection being made the proposed allocation or distribution
shall be referred to the next general meeting of the Bòrd Stiùiridh
for determination.
The Rùnaire
35. The Rùnaire, in addition to his/her responsibilities as Company
Secretary shall be responsible for the summoning of all meetings of and
the minuting of the proceedings of the Bòrd Stiùiridh and
any committee of the Bòrd Stiùiridh The Rùnaire
shall also be responsible for the conduct of the correspondence of the
Bòrd Stiùiridh and any committee of the Bòrd Stiùiridh
The Rùnaire may be a member of the Bòrd Stiùiridh
and in such event (s)he shall be chosen in like manner to that provided
for choosing the Cathraiche and Iar-Chathraiche. If the Rùnaire
is not a member of the Bòrd Stiùiridh (s)he shall be appointed
in accordance with Article 10 (h).
Assistant Secretary
36. Anything required or authorised to be done by or to the Rùnaire
may, if the office is vacant or there is for any other reason no secretary
capable of acting, be done by any assistant secretary, or if there is
none such, by or to any officer of the Bòrd Stiùiridh authorised
generally or specially in that behalf by the Bòrd Stiùiridh.
Same person not to act as Rùnaire and Member of the Bòrd
Stiùiridh
37. A provision of the Act or these articles requiring or of authorising
a thing to be done by or to a member of the Bòrd Stiùiridh
and the Rùnaire shall not be satisfied by its being done by or
to the same person acting both as member of the Bòrd Stiùiridh
and as, or in the place of, the Rùnaire.
THE SEAL
Formalities for affixing Seal
38. The Bòrd Stiùiridh shall provide for the safe custody
of the Seal of CLI which shall only be used by the authority of the Bòrd
Stiùiridh or of a committee of the Bòrd Stiùiridh
authorised by the Bòrd Stiùiridh in that behalf, and every
instrument to which the Seal shall be affixed shall be signed by two
members of the Bòrd Stiùiridh or by one member of the Bòrd
Stiùiridh and by the Rùnaire or by such other persons as
may be authorised by the Bòrd Stiùiridh generally or specifically
for this purpose.
AUTHENTICATION OF DOCUMENTS
Power to authenticate Documents
39. The Rùnaire or any person appointed by the Bòrd Stiùiridh
generally or specifically for the purpose shall have power to authenticate
any documents affecting the constitution of CLI and any resolutions passed
by the Bòrd Stiùiridh and CLI and any books, records, documents
and accounts relating to the business of the Bòrd Stiùiridh
and CLI and to certify copies thereof or extracts therefrom as true copies
or extracts.
Certified copies of resolutions of the Bòrd Stiùiridh or
CLI
40. A document purporting to be a copy of a resolution of the Bòrd
Stiùiridh or CLI or an extract from the minutes of a meeting of
the Bòrd Stiùiridh or CLI which is certified as such in
accordance with the provisions of the last preceding Article shall be
conclusive evidence in favour of all persons dealing with CLI upon the
faith thereof that such resolution has been duly passed or, as the case
may be, that such extract is a true and accurate record of a duly constituted
meeting of the Bòrd Stiùiridh or CLI as the case may be.
MINUTES AND BOOKS
Minutes
41. The Bòrd Stiùiridh shall cause Minutes to be made in
Gaelic in books to be provided for the purposes:-
a) Of the names of the Members present at each meeting of the Bòrd
Stiùiridh and CLI and of any committee of the Bòrd Stiùiridh
and of the names of the local authorities and other bodies represented
at each general meeting of the Bòrd Stiùiridh.
b) Of all resolutions and proceedings at all meetings of the Bòrd
Stiùiridh and CLI and of committees of the Bòrd Stiùiridh.
42. Any register, index, minute book, book of account or other book required
by these presents or the Act to be kept by or on behalf of CLI, shall
be kept by recording them in such manner as may be determined by the
Bòrd Stiùiridh.
ACCOUNTS
Accounts
43. The Bòrd Stiùiridh shall -
a) Cause proper books of account to be kept with respect to -
(i) all sums of money received and expended by CLI and the matters in
respect of which the receipt and expenditure takes place
(ii) all sales and purchases of goods by CLI, and
(iii) the assets and liabilities of CLI.
Proper books shall not be deemed to be kept if there are not kept such
books of account as are necessary to give a true and fair view of the
state of the affairs of CLI and to explain its transactions.
b) Prepare annual statements of estimated level of income and expenditure.
Inspection of Accounts
44. The books of account shall be by Members of CLI kept at the registered
office of CLI or, subject to section 222(2) of the Act, at such other
place or places CLI may think fit, and shall be open to the inspection
of the members of CLI at such reasonable times as the Bòrd Stiùiridh
shall specify.
Presentation of Accounts
45. The Bòrd Stiùiridh shall in accordance with the provisions
of the Act cause to be prepared and to be laid before a general meeting
of CLI each year such income and expenditure accounts, balance sheets,
and reports as may be necessary.
Copies of Accounts
46. A copy of every balance sheet and income and expenditure account
which is to be laid before a general meeting of CLI (including every
document required by law to be annexed thereto) together with a copy
of every report of the Auditors relating thereto and of the report shall
not less than twenty-one days before the date of the meeting be sent
to every member of CLI entitled to receive such documents, and to every
other person who is entitled to receive notices from CLI under the provisions
of the Act provided that this Article shall not require a copy of these
documents to be sent to any person of whose address CLI is not aware.
AUDITORS
Auditors
47. Auditors shall be appointed and their duties regulated in accordance
with sections 384 to 358 of the Act.
REPORT AND INFORMATION
48. As soon as practicable after the end of every Annual Membership Year
the Bòrd Stiùiridh shall prepare a report on the exercise
of their functions and of the activities of CLI in that year.
NOTICES
Service of Notices
49. Any notice or document may be served by the Bòrd Stiùiridh
on any member either personally or by sending it through the post in
a prepaid letter addressed to such member at his/her registered address,
or (if (s)he has no registered address within the United Kingdom) to
the address, if any, within the United Kingdom supplied by him/her to
CLI as his/her address for the service of notices. Where a notice or
other document is served by post service shall be deemed to be effected
at the expiration of seventy-two hours after the time when the cover
containing the same is posted, and in proving such service it shall be
sufficient to prove that such cover was properly addressed, stamped and
posted.
No address within the United Kingdom
50. A member who (having no registered address within the United Kingdom)
has not supplied to CLI an address within the United Kingdom for the
service of notices shall not be entitled to receive notices from CLI.
INDEMNITY
Indemnity of Members of CLI & Office-bearers
51. Subject to the provisions of and so far as may be permitted by the
Act, every member of the Bòrd Stiùiridh, Auditor, Rùnaire
and other agent of CLI shall be entitled to be indemnified by CLI against
all costs, charges, losses, expenses and liabilities necessarily incurred
by them in the execution and discharge of their duties or in relation
thereto.
52. The provisions of the Memorandum of Association relating to the winding
up or dissolution of CLI shall have effect and be observed as if the
same were repeated in these Articles.
Names, Addresses and Descriptions of Subscribers
Peadar Morgan
5 Newmore Mains
Invergordon
Ross-shire
IV15 9HL
Charity Director
Sheila Gunn
128 Deas Avenue
Dingwall
Ross-shire
IV15 9RJ
Charity Administrator
Dated at Dingwall the Eighteenth Day of December Nineteen Hundred and
Ninety Five.
Witness to the above subscribers
Flora Morrison
Hawthorn Cottage
Craig Road
Dingwall
Ross-shire
IV15 9RJ
Retired Teacher
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