Society's Artciles of Association

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26. Share transfers 27. Transmission of shares 28. Exercise of transmittees’ rights 29. Transmittees bound by prior notices DIVIDENDS AND OTHER DISTRIBUTIONS 30. Procedure for declaring dividends 31. Payment of dividends and other distributions 32. No interest on distributions 33. Unclaimed distributions 34. Non-cash distributions 35. Waiver of distributions CAPITALISATION OF PROFITS 36. Authority to capitalise and appropriation of capitalised sums PART 5 DECISION-MAKING BY SHAREHOLDERS ORGANISATION OF GENERAL MEETINGS 37. Attendance and speaking at general meetings 38. Quorum for general meetings 39. Chairing general meetings 40. Attendance and speaking by directors and non-shareholders 41. Adjournment VOTING AT GENERAL MEETINGS 42. Voting: general 43. Errors and disputes 44. Poll votes 45. Content of proxy notices 46. Delivery of proxy notices 47. Amendments to resolutions PART 6 ADMINISTRATIVE ARRANGEMENTS 48. Means of communication to be used 49. Company seals 50. No right to inspect accounts and other records 51. Provision for employees on cessation of business 52. Indemnity 53. Insurance DIRECTORS’ INDEMNITY AND INSURANCE
PART 1 RESPONSIBILITY The purposes of the Company are to promote the success of the Company for the benefit of its members as a whole and, through its business and operations, to have a material positive impact on society and the environment, taken as a whole. A Director shall have regard (amongst other matters) to: a. the likely consequences of any decision in the long term, b. the interests of the Company's employees, c. the need to foster the Company's business relationships with suppliers, customers and others, d. the impact of the Company's operations on the community and the environment, e. the desirability of the Company maintaining a reputation for high standards of business conduct, and f. the need to act fairly as between members of the Company, (together, the matters referred to above shall be defined for the purposes of this Article as the "Stakeholder Interests"). For the purposes of a Director’s duty to act in the way he or she considers, in good faith, most likely to promote the success of the Company, a Director shall not be required to regard the benefit of any particular Stakeholder Interest or group of Stakeholder Interests as more important than any other. Nothing in this Article express or implied, is intended to or shall create or grant any right or any cause of action to, by or for any person (other than the Company). The Directors of the Company shall for each financial year of the Company prepare a strategic report as if sections 414A(1) and 414C of the Companies Act 2006 (as in force at the date of adoption of these Articles) applies to the Company whether or not they would be required to do so otherwise than by this Article.
Page 1: ARTICLES OF ASSOCIATION INDEX TO TH
Page 5 and 6: “shareholder” means a person wh
Page 7 and 8: (2) Notice of any directors’ meet
Page 9 and 10: Records of decisions to be kept 15.
Page 11 and 12: (2) The company may issue shares wh
Page 13 and 14: (2) A dividend must not be declared
Page 15 and 16: Authority to capitalise and appropr
Page 17 and 18: (b) it appears to the chairman of t
Page 19 and 20: (a) notice of the proposed amendmen

Society's Artciles of Association

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