THE COMPANIES ACT 2006
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES of ASSOCIATION of The Design Society
Constitution of Company
- The model articles of association as prescribed in Schedule 2 to The Companies (Model Articles) Regulations 2008 are excluded in respect of this Company.
- In these articles of association, unless the context requires otherwise:-
- “Act” means the Companies Act 2006;
- “charity” means a body which is either a “Scottish charity” within the meaning of section 13 of the Charities and Trustee Investment (Scotland) Act 2005 or a “charity” within the meaning of section 1 of the Charities Act 2006, providing (in either case) that its objects are limited to charitable purposes;
- “charitable purpose” means a charitable purpose under section 7 of the Charities and Trustee Investment (Scotland) Act 2005 which is also regarded as a charitable purpose in relation to the application of the Taxes Acts;
- “electronic form” has the meaning given in section 1168 of the Act;
- “OSCR” means the Office of the Scottish Charity Regulator;
- “property” means any property, heritable or moveable, real or personal, wherever situated; and
- “subsidiary” has the meaning given in section 1159 of the Act.
- Any reference to a provision of any legislation (including any statutory instrument) shall include any statutory modification or re-enactment of that provision in force from time to time.
- The Company’s objects are:-
- the advancement of education;
- the advancement of environmental protection or improvement;
- the advancement of citizenship or community development; and
- the advancement of the arts, heritage, culture or science;
- Create and evolve a formal body of knowledge about design;
- Actively support and improve design research, practice, management and education;
- Promote cooperation between those involved in design research, practice, management and education;
- Promote, produce and disseminate publications;
- Organise, sponsor and endorse international and national conferences, workshops, seminars, and other meetings.
- Maintain and develop a database of researchers and scholars in the field;
- Establish Branches and Special Interest Groups for the purpose of developing the Society in particular regions and areas of interest respectively;
- Provide advice to and engaging with relevant industry and national and international research and policy debates;
- Co-operate with other bodies with complementary areas of interest;
- Encourage and support young designers and those researching in design
- The Company’s objects are restricted to those set out in article 4 (but subject to article 6).
- The Company may (subject to first obtaining the consent of OSCR) add to, remove or alter the statement of the Company’s objects in article 4; on any occasion when it does so, it must give notice to the registrar of companies and the amendment will not be effective until that notice is registered on the register of companies.
- In pursuance of the objects listed in article 4 (but not otherwise), the Company shall have the following powers:-
- To promote the education and understanding of all aspects of design in whatever media expressed.
- To take such steps as may be deemed appropriate for the purpose of raising funds for the Company’s activities.
- Establish, fund and sponsor new events, communities and publications to further the above objects
- To raise funds through annual subscription of its members and, contributions from events sponsored or organised by the Company.
- To carry on any other activities which further any of the above objects.
- To promote companies whose activities may further one or more of the above objects, or may generate income to support the activities of the Company, acquire and hold shares in such companies and carry out, in relation to any such Company which is a subsidiary of the Company, all such functions as may be associated with a holding Company.
- To acquire and take over the whole or any part of the undertaking and liabilities of any body holding property or rights which are suitable for the Company’s activities.
- To purchase, take on lease, hire, or otherwise acquire, any property or rights which are suitable for the Company’s activities.
- To improve, manage, develop, or otherwise deal with, all or any part of the property and rights of the Company.
- To sell, let, hire out, license, or otherwise dispose of, all or any part of the property and rights of the Company.
- To lend money and give credit (with or without security) and to grant guarantees and issue indemnities.
- To borrow money, and to give security in support of any such borrowings by the Company, in support of any obligations undertaken by the Company or in support of any guarantee issued by the Company.
- To employ such staff as are considered appropriate for the proper conduct of the Company’s activities, and to make reasonable provision for the payment of pension and/or other benefits for members of staff, ex-members of staff and their dependants.
- To engage such consultants and advisers as are considered appropriate from time to time.
- To effect insurance of all kinds (which may include officers’ liability insurance).
- To invest any funds which are not immediately required for the Company’s activities in such investments as may be considered appropriate (and to dispose of, and vary, such investments).
- To liaise with other voluntary sector bodies, local authorities, UK or Scottish government departments and agencies, and other bodies, all with a view to furthering the Company’s objects.
- To establish and/or support any other charity, and to make donations for any charitable purpose falling within the Company’s objects.
- To accept grants, donations and legacies of all kinds (and to accept any reasonable conditions attaching to them).
- To oppose, or object to, any application or proceedings which may prejudice the Company’s interests.
- To enter into any arrangement with any organisation, government or authority which may be advantageous for the purposes of the activities of the Company, and to enter into any arrangement for co-operation or mutual assistance with any charity.
- To do anything which may be incidental or conducive to the furtherance of any of the Company’s objects.
Restrictions on use of the Company’s assets
- The income and property of the Company shall be applied solely towards promoting the Company’s objects.
- No part of the income or property of the Company shall be paid or transferred (directly or indirectly) to the members of the Company, whether by way of dividend, bonus or otherwise.
- No director of the Company shall be appointed as a paid employee of the Company; no director shall hold any office under the Company for which a salary or fee is payable.
- No benefit (whether in money or in kind) shall be given by the Company to any director except (i) repayment of out-of-pocket expenses or (ii) reasonable payment in return for particular services (not being of a management nature) actually rendered to the Company.
Liability of members
- Each member undertakes that if the Company is wound up while he/she is a member (or within one year after he/she ceases to be a member), he/she will contribute - up to a maximum of L1 - to the assets of the Company, to be applied towards:
- payment of the Company’s debts and liabilities contracted before he/she ceases to be a member;
- payment of the costs, charges and expenses of winding up; and
- adjustment of the rights of the contributories among themselves.
- The structure of the Company consists of:-
- the MEMBERS - who have the right to attend the General Meeting (and any extraordinary General Meeting) and have important powers under the articles of association and the Act; in particular, the members elect people to serve as Directors and take decisions in relation to changes to the articles themselves
- the DIRECTORS - who hold regular meetings during the period between General Meetings, and generally control and supervise the activities of the Company; in particular, the Directors are responsible for monitoring the financial position of the Company.
- the ADVISORY BOARD – who will advise, guide and support the Directors in developing and furthering the aim and objectives of the Company. It will do this by bringing forward for consideration by the Directors any item of business or topic pertinent to the Company. Recommendations made by the Advisory Board will not be binding on the Directors.
Qualifications for membership
- The members of the Company shall consist of the subscribers to the memorandum of association and such other persons as are admitted to membership under articles 16 to 19.
- Membership shall be open to persons with recognised design qualifications and/or experience in the fields of design research, design practice, design management and design education.
- Employees of the Company shall not be eligible for membership; a person who becomes an employee of the Company after admission to membership shall automatically cease to be a member.
- There are several types of membership, for example: Honorary Fellow, Fellow, Member, Associate Member and Corporate Member. Procedures to become an Associate Member, a Member, a Fellow, an Honorary Fellow or a Corporate Member are defined by the Directors in the Company Handbook.
- An individual member shall be entitled to append to their name the initial letters indicating their membership as follows:
- Honorary Fellow and Fellow: F.D.S,
- Member: M.D.S.
- Associate Member: A.M.D.S.
Application for membership
- Membership is open to individuals or bodies who
- apply to the Charity in the form required by the Directors and
- who are approved by the Directors
- The Directors may, at their discretion, refuse an application if, by acting reasonably and properly, they consider it to be in the best interests of the Charity.
- The Directors must inform the applicant of the reasons for refusal within 21 days of their decision.
- The Directors must consider any written representations the applicant may make about their decision. The director’s decision following written representation must be notified to the applicant in writing but shall be final.
- Members shall be required to pay an annual membership subscription; unless and until otherwise determined by ordinary resolution, the amount of the annual membership subscription shall be the amount specified by the Directors in the Company Handbook and advertised on the Company website.
- The annual membership subscriptions shall be payable on or before 30th June in each year.
- If the membership subscription payable by any member or body remains outstanding more than 3 months after the date on which it fell due (and providing he/she or it has been given at least one electronic reminder) the Directors may consider the membership of that person or body to have lapsed.
- A person or body who ceases (for whatever reason) to be a member shall not be entitled to any refund of the membership subscription.
Register of members
- The Directors shall maintain a register of members, setting out the full name and address of each member, the date on which he/she/it was admitted to membership, and the date on which any person or body ceased to be a member.
Withdrawal from membership
- Any person or body who wishes to withdraw from membership should do so by written notice to the Charity/Company and on receipt of the notice by the Charity/Company, he/she or it shall cease to be a member.
Expulsion from membership
- Any person or body may be expelled from membership by special resolution (see article 33), providing the following procedures have been observed:-
- at least 21 days’ notice of the intention to propose the resolution must be given to the member concerned, specifying the grounds for the proposed expulsion.
- the member or its representative concerned shall be entitled to be heard on the resolution at the General Meeting at which the resolution is proposed.
- Membership shall cease on death or if it is an organisation, it ceases to exist.
- A member may not transfer his/her membership to any other person.
General Meetings (meetings of members)
- The Directors, also called the Board of Management, shall convene a General Meeting every two years; the first General Meeting shall be held not later than 12 months after the date of incorporation of the Company.
- Not more than 28 months shall elapse between one General Meeting and the next.
- The business of each General Meeting shall include:-
- a report by the chair on the activities of the Company.
- consideration of the annual accounts of the Company.
- the election/re-election of Directors, as referred to in articles 58 to 67.
- The Directors/Board of Management may convene an extraordinary General Meeting at any time.
- The Directors/Board of Management must convene an extraordinary General Meeting if there is a valid requisition by members (under section 303 of the Act) or a requisition by a resigning auditor (under section 518 of the Act).
Notice of General Meetings
- At least 30 clear days’ notice must be given of a General Meeting or 3 months clear notice for an extraordinary General Meeting.
- The reference to “clear days” in article 34 shall be taken to mean that, in calculating the period of notice, the day after the notice is posted, (or, in the case of a notice sent by electronic means, the day after it was sent) and also the day of the meeting, should be excluded.
- A notice calling a meeting shall specify the time and place of the meeting; it shall (a) indicate the general nature of the business to be dealt with at the meeting and (b) if a special resolution (see article 33) (or a resolution requiring special notice under the Act) is to be proposed, shall also state that fact, giving the exact terms of the resolution.
- A notice convening a General Meeting shall specify that the meeting is to be a General Meeting; any other General Meeting shall be called an extraordinary General Meeting.
- Notice of every General Meeting shall be given
- in writing or, (where the individual to whom notice is given has notified the Company of an address to be used for the purpose of electronic communication) in electronic form;
- (subject to the Company notifying members of the presence of the notice on the website, and complying with the other requirements of section 309 of the Act) by means of a website.
Special resolutions and ordinary resolutions
- For the purposes of these articles, a “special resolution” means a resolution passed by 66% or more of the votes cast on the resolution at a General Meeting or extraordinary General Meeting, providing proper notice of the meeting and of the intention to propose the resolution has been given in accordance with articles 34 to 38; for the avoidance of doubt, the reference to a 66% majority relates only to the number of votes cast in favour of the resolution as compared with the number of votes cast against the resolution, and accordingly no account shall be taken of abstentions or members absent from the meeting.
- In addition to the matters expressly referred to elsewhere in these articles, the provisions of the Act allow the Company, by special resolution,
- to alter its name
- to alter any provision of these articles or adopt new articles of association.
- For the purposes of these articles, an “ordinary resolution” means a resolution passed by majority vote (taking account only of those votes cast in favour as compared with those votes against), at a General Meeting or extraordinary General Meeting, providing proper notice of the meeting has been given in accordance with articles 34 to 38.
Procedure at General Meetings
- No business shall be dealt with at any General Meeting unless a quorum is present; the quorum for a General Meeting shall be one quarter of the total number of members of the Society registered 6 weeks before the date of voting.
- If a quorum is not present within 15 minutes after the time at which a General Meeting was due to commence - or if, during a meeting, a quorum ceases to be present - the meeting shall stand adjourned to such time and place as may be fixed by the chairperson of the meeting.
- If the number of votes cast does not meet the requirement in article 43, a second vote will take place with only the Directors and Advisory Board casting votes.
- The Chair, also called President of the charity/Company shall preside as chairperson of each General Meeting; if the Chair/ President is not present and willing to act as chairperson within 30 minutes after the time at which the meeting was due to commence, the Directors present at the meeting shall elect from among themselves the person, usually Vice-President, who will act as chairperson of that meeting.
- The chairperson of a General Meeting may, with the consent of the meeting, adjourn the meeting to such time and place as the chairperson may determine.
- A member which is a corporate body shall be entitled to authorise an individual to attend and vote at General Meetings; he/she will then be entitled to exercise the same powers on behalf of the body which he/she represents as that body could have exercised if it had been an individual member of the Company.
- Every member shall have one vote, which (whether on a show of hands or on a secret ballot) may be given either personally or by proxy.
- Any member who wishes to appoint a proxy to vote on his/her behalf at any meeting (or adjourned meeting) shall send by electronic means to the Company, at such electronic address as may have been notified to the members by the Company for that purpose, an instrument of proxy (in such form as the Directors require) providing the instrument of proxy is received by the Company not less than 5 working days before the time for holding the meeting (or, as the case may be, adjourned meeting).
- An instrument of proxy which does not conform with the provisions of article 49, or which is not lodged or sent in accordance with such provisions, shall be invalid.
- A member shall not be entitled to appoint more than one proxy to attend on the same occasion.
- A proxy appointed to attend and vote at any meeting instead of a member shall have the same right as the member who appointed him/her to speak at the meeting and need not be a member of the Company.
- A vote given, or ballot demanded, by proxy shall be valid notwithstanding that the authority of the person voting or demanding a ballot had terminated prior to the giving of such vote or demanding of such ballot, unless notice of such termination was received by the Company at the Company’s registered office (or, where sent by electronic means, was received by the Company at the address notified by the Company to the members for the purpose of electronic communications) before the commencement of the meeting or adjourned meeting at which the vote was given or the ballot demanded.
- If there are an equal number of votes for and against any resolution, the chairperson of the meeting shall not be entitled to a casting vote.
- A resolution put to the vote at a General Meeting shall be decided on a show of hands unless a secret ballot is demanded by the chairperson (or by at least two persons present in person at the meeting and entitled to vote (whether as members or proxies for members); a secret ballot may be demanded either before the show of hands takes place, or immediately after the result of the show of hands is declared.
- If a secret ballot is demanded, it shall be taken at the meeting and shall be conducted in such a manner as the chairperson may direct; the result of the ballot shall be declared at the meeting at which the ballot was demanded.
Maximum number of Directors
- The maximum number of Directors (including the President) shall be 5 but up to 3 other members may be co-opted to the Board of Management as Directors. The most recent past President of the Society, if not an elected Director, shall be an additional member of the Board Management without the voting rights of a Director.
- A person shall not be eligible for election/appointment as a Director unless he/she is a member of the Company.
Election, retiral, re-election
- At each General Meeting, the members may (subject to article 57) elect any member (providing he/she is willing to act) to be a Director from a slate of candidates prepared and approved and notified to members by the Advisory Board.
- The Directors may at any time co-opt any member (providing he/she is willing to act) to be a director (subject to article 57).
- Normally at each General Meeting at least 2 Directors shall retire from office and be subject to re-election. The normal term of office for Directors is 4 years with the opportunity for one further term of 4 years. At the end of this maximum period of 8 years they shall not be eligible for re-election.
Termination of office
- A Director shall automatically vacate office if:-
- he/she ceases to be a director through the operation of any provision of the Act or becomes prohibited by law from being a director
- he/she becomes debarred under any statutory provision from being a charity trustee
- he/she becomes incapable for medical reasons of fulfilling the duties of his/her office and such incapacity is expected to continue for a period of more than six months
- he/she ceases to be a member of the Company
- he/she becomes an employee of the Company
- he/she resigns office by notice to the Company
- he/she is absent (without permission of the Directors) from more than three consecutive meetings of the Directors, and the Directors resolve to remove him/her from office
- he/she is removed from office by ordinary resolution (special notice having been given) in pursuance of section 168 of the Act.
Register of Directors
- The Directors shall maintain a register of Directors, setting out full details of each Director, including the date on which he/she became a Director, and also specifying the date on which any person ceased to hold office as a director.
- The office bearers shall be decided by the Advisory Board at each General Meeting, based on the proposal of the Directors. The office of President is limited to two terms of two years after which he/she shall not be eligible for re-election.
- The members shall elect from among themselves an Advisory Board of up to 27 members. The President or President’s nominee is the only Director who may be a member of the Advisory Board.
- Each nomination for the Advisory Board must be supported by no less than 10 proposals from members before they can stand for election. The normal term of office for the Advisory Board is 6 years with opportunity for one further term. The office of Chair of the Advisory Board is held for 2 years with the opportunity for one additional term of 2 years.
- A person elected to any office shall cease to hold that office if he/she ceases to be a director, or if he/she resigns from that office by written notice to that effect.
Powers of Directors
- Subject to the provisions of the Act, and these articles, and subject to any directions given by special resolution, the Company and its assets and undertaking shall be managed by the Directors, who may exercise all the powers of the Company.
- A meeting of the Directors at which a quorum of 3 is present may exercise all powers exercisable by the Directors.
- A director who has a personal interest in any transaction or other arrangement which the Company is proposing to enter into, must declare that interest at a meeting of the Directors; he/she will be debarred (in terms of article 82) from voting on the question of whether or not the Company should enter into that arrangement.
- For the purposes of the preceding article, a director shall be deemed to have a personal interest in an arrangement if any partner or other close relative of his/hers or any firm of which he/she is a partner or any limited Company of which he/she is a substantial shareholder or director (or any other party who/which is deemed to be connected with him/her for the purposes of the Act), has a personal interest in that arrangement.
- he/she has declared his/her interest
- he/she has not voted on the question of whether or not the Company should enter into the relevant arrangement and
- the requirements of article 74 are complied with,
a director will not be debarred from entering into an arrangement with the Company in which he/she has a personal interest (or is deemed to have a personal interest under article 82) and may retain any personal benefit which he/she gains from his/her participation in that arrangement.
- No Director may serve as an employee (full time or part time) of the Company, and no Director may be given any remuneration by the Company for carrying out his/her duties as a Director.
- Where a Director provides services to the Company or might benefit from any remuneration paid to a connected party for such services, then
- the maximum amount of the remuneration must be specified in a written agreement and must be reasonable
- the Directors must be satisfied that it would be in the interests of the Company to enter into the arrangement (taking account of that maximum amount); and
- less than half of the Directors must be receiving remuneration from the Company (or benefit from remuneration of that nature).
- The Directors may be paid all travelling and other expenses reasonably incurred by them in connection with their attendance at meetings of the Directors, General Meetings, or meetings of committees, or otherwise in connection with the carrying-out of their duties.
Procedure at Directors’ meetings
- Any Director may call a meeting of the Directors or request a meeting of the Directors.
- Questions arising at a meeting of the Directors shall be decided by a majority of votes; if an equality of votes arises, the President shall have a casting vote.
- No business shall be dealt with at a meeting of the Directors unless a quorum is present; the quorum for meetings of the Directors shall be 3.
- If at any time the number of Directors in office falls below the number fixed as the quorum, the remaining director(s) may act only for the purpose of filling vacancies or of calling a General Meeting.
- Unless he/she is unwilling to do so, the Chair of the Company shall normally preside as chairperson at every Directors’ meeting at which he/she is present; if the Chair is unwilling to act as chairperson or is not present within 15 minutes after the time when the meeting was due to commence, the Directors present shall elect from among themselves the person who will act as chairperson of the meeting.
- The Directors may, at their discretion, allow any person who they reasonably consider appropriate, to attend and speak at any meeting of the Directors; for the avoidance of doubt, any such person who is invited to attend a Directors’ meeting shall not be entitled to vote.
- A director shall not vote at a Directors’ meeting (or at a meeting of a committee) on any resolution concerning a matter in which he/she has a personal interest which conflicts (or may conflict) with the interests of the Company; he/she must withdraw from the meeting while an item of that nature is being dealt with.
- For the purposes of article 82, a person shall be deemed to have a personal interest in a particular matter if any partner or other close relative of his/hers or any firm of which he/she is a partner or any limited Company of which he/she is a substantial shareholder or director, has a personal interest in that matter.
- A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he/she is not entitled to vote.
- The Company may, by ordinary resolution, suspend or relax to any extent – either generally or in relation to any particular matter – the provisions of articles 82 to 84.
Conduct of Directors
- Each of the Directors shall, in exercising his/her functions as a director of the Company, act in the interests of the Company; and, in particular, must
- seek, in good faith, to ensure that the Company acts in a manner which is in accordance with its objects.
- act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person.
- in circumstances giving rise to the possibility of a conflict of interest of interest between the Company and any other party
- put the interests of the Company before that of the other party, in taking decisions as a director
- where any other duty prevents him/her from doing so, disclose the conflicting interest to the Company and refrain from participating in any discussions or decisions involving the other Directors with regard to the matter in question
- ensure that the Company complies with any direction, requirement, notice or duty imposed on it by the Charities and Trustee Investment (Scotland) Act 2005.
Delegation to sub-committees
- The Directors may delegate any of their powers to any sub-committee, Branch or Special Interest Group consisting of one or more Directors and /or such other persons (if any) as the Directors may determine; they may also delegate to the Chair of the Company (or the holder of any other post) such of their powers as they may consider appropriate.
- Any delegation of powers under article 87 may be made subject to such conditions as the Directors may impose and may be revoked or altered.
- The rules of procedure for any sub-committee, Branch or Special Interest Group shall be as prescribed by the Directors and written down in the Company Handbook.
Operation of bank accounts
- The signatures of two out of the signatories appointed by the Directors shall be required in relation to all operations (other than lodgement of funds) on the bank and building Society accounts held by the Company; at least one out of the two signatures must be the signature of a director.
- The Directors may (notwithstanding the provisions of the Act) appoint a Company secretary, and on the basis that the term of the appointment, the remuneration (if any) payable to the Company secretary, and the such conditions of appointment shall be as determined by the Directors; the Company secretary may be removed by them at any time.
- The Directors shall ensure that minutes are made of all proceedings at General Meetings, Directors’ meetings and meetings of committees; a minute of any meeting shall include the names of those present, and as far as possible) shall be signed by the Chairperson of the meeting.
Accounting records and annual accounts
- The Directors shall ensure that proper accounting records are maintained in accordance with all applicable statutory requirements.
- The Directors shall prepare annual accounts, complying with all relevant statutory requirements; if an audit is required under any statutory provisions or if they otherwise think fit, they shall ensure that an audit of such accounts is carried out by a qualified auditor.
- No member shall (unless he/she is a director) have any right of inspecting any accounting or other records, or any document of the Company, except as conferred by statute or as authorised by the Directors or as authorised by ordinary resolution of the Company.
- Any notice which requires to be given to a member under these articles shall be given by electronic means to the member at the address last intimated by him/her to the Company.
- Any notice sent by electronic means shall be deemed to have been given at the expiry of 24 hours after it is sent; for the purpose of proving that any notice sent by electronic means was indeed sent, it shall be sufficient to provide any of the evidence referred to in the relevant guidance issued from time to time by the Chartered Institute of Secretaries and Administrators.
- If on the winding-up of the Company any property remains after satisfaction of all the Company’s debts and liabilities, such property shall be transferred to such body or bodies (whether incorporated or unincorporated) as may be determined by the members of the Company at or before the time of dissolution (or, failing such determination, by such court as may have or acquire jurisdiction), to be used solely for a charitable purpose or charitable purposes.
- For the avoidance of doubt, a body to which property is transferred under article102 may be a member of the Company.
- To the extent that effect cannot be given to article 98 (as read with article 99), the relevant property shall be applied to some charitable purpose or purposes.
- Every director or other officer or auditor of the Company shall be indemnified (to the extent permitted by sections 232, 234, 235, 532 and 533 of the Act) out of the assets of the Company against any loss or liability which he/she may sustain or incur in connection with the execution of the duties of his/her office; that may include, without prejudice to that generality, (but only to the extent permitted by those sections of the Act), any liability incurred by him/her in defending any proceedings (whether civil or criminal) in which judgement is given in his/her favour or in which he/she is acquitted or any liability in connection with an application in which relief is granted to him/her by the court from liability for negligence, default or breach of trust in relation to the affairs of the Company.
- The Company shall be entitled to purchase and maintain for any director insurance against any loss or liability which any director or other officer of the Company may sustain or incur in connection with the execution of the duties of his/her office, and such insurance may extend to liabilities of the nature referred to in section 232(2) of the Act (negligence etc. of a director).