Association of Open University Graduates

Memorandum and Articles of Association

THE COMPANIES ACTS 1985 to 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION OF THE ASSOCIATION OF OPEN UNIVERSITY GRADUATES

  1. The Company's name is "THE ASSOCIATION OF OPEN UNIVERSITY GRADUATES" (hereinafter called the "Association").

  2. The Associations registered office is to be situated in England and Wales.

  3. The Association shall be a Learned Society, which shall be active in the collection, publication and dissemination of knowledge.

  4. The Association's objects are:

    1. To promote the interests of the graduates of the Open University and the standing of Open University Degrees and Awards.

    2. To support and promote the continuing development of the Open University.

    3. To promote and encourage the development of local groups of Open University graduates both in the United Kingdom and throughout the World.

    4. To promote educational, charitable and social events and activities for members at national, regional and local levels both within the UK and throughout the World.

    5. To provide members with such services and facilities as they require in the furtherance of these objects.

In furtherance of the above objects but not further or otherwise the Association shall have the following powers:

  1. Subject to such consents as may be required by law, to borrow and raise money for the furtherance of the objects of the Association in such manner and on such security as the Association may think fit.

  2. To raise funds and to invite and receive contributions from any person or persons whatsoever by way of subscription, donation or otherwise provided that this shall be without prejudice to the ability of the Association to disclaim any gift, legacy or bequest in whole or in part in such circumstances as the Association may think fit and provided also that the Association shall not undertake any permanent trading activities in raising funds for the above mentioned charitable objects.

  3. To lend money and give credit to, to take security for such loans or credit from, and to guarantee and become or give security for the performance of contracts and obligations by, any person or company.

  4. To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, and other negotiable, transferable, or mercantile instruments.

  5. To subscribe for either absolutely or conditionally or otherwise acquire and hold shares, stocks, debentures, debenture, stock or other securities or obligations of any company.

  6. To invest the moneys of the Association not immediately required for the furtherance of its objects in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law.

  7. To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges and to construct, maintain and alter any buildings or erections which the Association may think necessary for the promotion of its objects.

  8. Subject to such consents as may be required by law, to sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Association with a view to the furtherance of its objects.

  9. Subject to Clause 4 hereof to employ and pay such architects, surveyors, solicitors and other professional persons, workmen, clerks and other staff as are necessary for the furtherance of the objects of the Association.

  10. To make all reasonable and necessary provision for the payment of pensions and superannuating to or on behalf of employees and their widows/widowers and other dependants.

  11. To make payments towards insurance for any Director, Officer or Auditor against any liability as is referred to in Section 310(1) of the Act.

  12. To subscribe to, become a member of, or amalgamate or co-operate with any other charitable organization, institution, society or body not formed or established for purposes of profit (whether incorporated or not and whether in Great Britain or Northern Ireland or elsewhere) whose objects are wholly or in part similar to those of the Association and which by its constitution prohibits the distribution of its income and property amongst its members to an extent at least as great as is imposed on the Association under or by virtue of Clause 4 hereof and to purchase or otherwise acquire and undertake all such part of the property assets, liabilities and engagements as may lawfully be acquired or undertaken by the Association of any such charitable organization, institution, society or body. This Clause shall however not prohibit the Association from becoming a member of the A.O.U.G. Trading Limited.

  13. To establish and support or aid the establishment and support of any charitable trusts, associations or institutions and to subscribe or guarantee money for charitable purposes in any way connected with or calculated to further any of the objects of the Association.

  14. To do all or any of the things hereinbefore authorized either alone or in conjunction with any other charitable organization, institution, society or body with which this Association is authorized to amalgamate.

  15. To do all such other lawful things as are necessary for the attainment of the above objects or any of them.
Provided that:-
  1. In case the Association shall take or hold any property which may be subject to any trusts, the Association shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.

  2. The objects of the Association shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers.

  3. In case the Association shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Association shall not sell, mortgage, charge or lease the same without such authority, approval or consent as may be required by law, and as regards any such property the National Committee of the Association shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts receipts neglects and defaults, and for the due administration of such property in the same manner and to the same extent as they would as such National Committee have been if no incorporation had been effected, and the incorporation of the Association shall not diminish or impair any control or authority exercisable by the Chancery Division or the Charity Commissioners over such National Committee but they shall as regards any such property be subject jointly and separately to such control or authority as if the Association were not incorporated.
  1. The income and property of the Association shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred. directly or indirectly, by way of dividend. bonus or otherwise howsoever by way of profit, to members of the Association, and no member of its National Committee shall be appointed to any office of the Association paid by salary or fees or receive any remuneration or other benefit in money or money's worth from the Association.
    Provided that nothing herein shall prevent any payment in good faith by the Association:-

    1. of reasonable and proper remuneration to any member, officer or servant of the association (not being a member of its National Committee) for any services rendered to the Association.

    2. of interest on money lent by any member of the Association or of its National Committee at a reasonable and proper rate per annum not exceeding 2 per cent less than the published base lending rate of a clearing bank to be selected by the National Committee or 3 per cent whichever is the greater.

    3. of reasonable and proper rent for premises demised or let by any member of the Association or of its National Committee.

    4. of fees, remuneration or other benefit in money or money's worth to any company of which a member of the National Committee may also be a member holding not more than 1/100th part of the capital of that company; and
    5. to any member of its National Committee of reasonable and proper out-of-pocket expenses.

  2. The liability of the members is limited.

  3. Every member of the Association undertakes to contribute such amount as may be required (not exceeding £1) to the Association's assets if it should be wound up while he is a member, or within one year after he ceases to be a member, for payment of the Association's debts and liabilities contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves.

  4. If upon the winding-up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other charitable institution or institutions having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property to an extent at least as great as is imposed on the Association under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the members of the Association at or before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some other charitable object.

We, the Subscribers to this Memorandum of Association, wish to be formed into a Company pursuant to this Memorandum.

Names and Addresses of Subscribers

SEVERNSIDE SECRETARIAL LIMITED
Aspect House
135/137 City Road
London
ECIV 1JB

Dated the 7th day of May 1999

Witness to the above Signatures

PHILIP LIARK WILSON
110 Whitchurch Road
Cardiff
CR4 3LY


THE COMPANIES ACTS 1985 TO 1989

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION OF THE ASSOCIATION OF OPEN UNIVERSITY GRADUATES

INTERPRETATION

  1. In these Articles:

    "the Act" means the Companies Act, 1985, but so that any reference to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.

    "the Committee" "the Directors" means the elected National Officers of the Association, means the Executive Committee of the Association.

    "the seal" means the common seal of the Association.

    "secretary" means any person appointed to perform the duties of the secretary of the Association.

    "the United Kingdom" means Great Britain and Northern Ireland.

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.

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 or re-enactment thereof for the time being in force.

OBJECTS

  1. The Association is established for the objects expressed in the Memorandum of Association.

MEMBERS

    1. The subscribers to the Memorandum of Association and such other persons as the Committee shall admit to membership shall be members of the Association.  Every member of the Association shall either sign a written consent to become a member or sign the register of members on becoming a member.

    2. Membership of the Association shall be open to all graduates of the Open University either:

      1. upon payment of an annual subscription by a date to be determined by the Committee, or

      2. by a single payment for Life Membership status, or

      3. by the conferment of Honorary Life Membership of the Association at an Annual General Meeting.
    1. Unless the members of the Committee or the Association in General Meeting shall make other provision pursuant to the powers contained in Article 64, the members of the Committee may in their absolute discretion permit any member of the Association to retire, provided (regardless of any other provision pursuant to Article 64) that after such retirement the number of members is not less than three.

    2. No corporation shall be a member of the Association.

GENERAL MEETINGS

    1. Subject to the provisions of any elective resolution of the Association for the time being in force, the Association shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Association and that of the next. The Annual General Meeting shall be held at such time and place as the Executive Committee shall appoint. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.

    2. The Executive Committee shall cause the following to be prepared and submitted to the Annual General Meeting in each year:

      1. the Audited Income and Expenditure Accounts to the preceding 31st December and Balance Sheet as at that date:

      2. an Annual Report covering the activities of the Committee and the Association during the previous year;

      3. a report on any matter referred to it from the last Annual General Meeting and any outstanding matters from previous Annual General Meetings.

      4. the Audited Income and Expenditure Accounts of A.0.U.G. Trading Limited and A.O.U.G. Foundation for Education to the preceding 31st December and Balance Sheet as at that date.

  1. The Committee may, whenever they think fit, convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionists, as provided by Section 368 of the Act.  If at any time there are not within the United Kingdom sufficient members of the Committee capable of acting to form a quorum, any member of the Committee or any two members of the Association may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Committee.

NOTICE OF GENERAL MEETINGS

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

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

    2. in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together representing (subject to the provisions of any elective resolution of the Association for the time being in force) not less than ninety-five per cent of the total voting rights at that meeting of all the members.

  2. 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.

PROCEEDINGS AT GENERAL MEETINGS

  1. 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, three members present in person or half a per cent (1/2%) of the membership, whichever shall be the greater shall be a quorum. 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 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 the Committee may determine.

  2. The Chairman of the Association, shall preside as chairman at every General Meeting of the Association, or if there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act the members of the Committee present shall elect one of their number to be chairman of the meeting.

  3. If at any meeting no member of the Committee is willing to act as chairman or if no member of the Committee is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting.

  4. The chairman 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 than 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 aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

  5. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:

    1. by the chairman; or

    2. by at least two members present in person or by proxy; or

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

Unless a poll be so demanded a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
The demand for a poll may be withdrawn.

  1. Except as provided in Article 16, if a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

  2. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a casting vote.

  3. A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

VOTES OF MEMBERS

  1. Every member shall have one vote except that the Chairman who shall have a casting vote in the event of an equality of votes.

  2. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis or other person in the nature of a committee, receiver, or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may, on a poll, vote by proxy.

  3. No member shall be entitled to vote at any General Meeting unless all moneys presently payable by him to the Association have been paid.

  4. Any member of the Association entitled to attend and vote at a General Meeting may apply to the Committee for permission to appoint a proxy, the person so appointed must be a member of the Association and the appointment shall be on such terms as the Committee in its absolute discretion shall determine.

  5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing.

  6. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the Association or at such other place within the United Kingdom as is specified for that purpose in the notice convening 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, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.

  7. The instrument appointing a proxy shall be in the form that the Committee in its absolute discretion shall, from time to time, determine.

  8. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

  9. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of such death, insanity or revocation as aforesaid shall have been received by the Association at the office before the commencement of the meeting or adjourned meeting at which the proxy is used.

EXECUTIVE COMMITTEE

    1. Membership of the Committee is open only to Members of the Association and the Committee shall comprise only of the Directors & the Regional Representatives

    2. The maximum and minimum number of the members of the Committee shall be determined by the Association in General Meeting, but unless and until so fixed there shall be a maximum number of eighteen members and the minimum number of nine members.

  1. The members of the Committee shall be paid all reasonable travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Committee or any committee of the Committee or General Meetings of the Association or in connection with the business of the Association.

BORROWING POWERS

  1. The Committee may exercise all the powers of the Association to borrow money, and to mortgage or charge its undertaking and property, or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the Association or of any third party subject to such consents as may be required by law.

POWERS AND DUTIES OF THE COMMITTEE

    1. The business of the Association shall be managed by the Committee, who may pay all expenses incurred in promoting and registering the Association, and may exercise all such powers of the Association as are not, by the Act or by these Articles, required to be exercised by the Association in General Meeting, subject nevertheless to the provisions of the Act or these Articles and to such regulations, being not inconsistent with the aforesaid provisions, as may be prescribed by the Association in General Meeting; but no regulation made by the Association in General Meeting shall invalidate any prior act of the Committee which would have been valid if that regulation had not been made.

    2. In the exercise of the aforesaid powers and in the management of the business of the Association, the members of the Committee shall always be mindful that they are charity trustees within the definition of Section 46 of the Charities Act 1960 as the persons having the general control and management of the administration of a charity.

    3. The Directors of the Association shall, in addition to their role as members of the Committee, have the power to make executive decisions on behalf of the Committee but only insofar as such decisions are urgent and deemed essential for the day to day running of the Association and require resolution before the next meeting of the Committee. 
       
  1. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Association, shall be signed drawn, accepted endorsed or otherwise executed, as the case may be, in such manner as the Committee shall from time to time by resolution determine.

  2. The Committee shall cause minutes to be made in books provided for the purpose:-

    1. of all appointments of officers made by the Committee.

    2. of the names of the members of the Committee present at each meeting of the Committee and of any sub committee of the Committee.

    3. of all resolutions and proceedings at all meetings of the Association and of the Committee and sub committees of the Committee.

DISQUALIFICATION OF MEMBERS OF THE COMMITTEE

  1. The office of member of the Committee shall be vacated if the member:

    1. becomes bankrupt or makes any arrangement or composition with his creditors generally, or

    2. becomes prohibited from being a member of the Committee by reason of any order made under any provision of the Act or any other statute or otherwise becomes prohibited by law from being a member of the Committee; or

    3. becomes incapable by reason of mental disorder, illness or injury of managing and administering his property and affairs: or

    4. resigns his office by notice in writing to the Association; or is directly or indirectly interested in any contract with the Association and fails to declare the nature of his interest in manner required by Section 317 of the Act.

    5. is directly or indirectly interested in any contract with the Association and fails to declare the nature of his interest in manner required by Section 317 of the Act.

    6. has been found to be ineffective in the post.  In the case the decision to remove the member from the post shall require an unanimous vote of the other members of the Committee

    7. does not attend any three business meeting in a twelve month period.

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

ELECTION OF THE EXECUTIVE COMMITTEE

  1. The Committee shall divide the membership of the Association into Regions, by reference to the number of members and area of each such Region, as it shall, in its absolute discretion. see fit and may at any time and from time to time vary or alter such criteria or any such Region.

  2. The members of the Association in each such Region shall be entitled to appoint any person who is willing to act to be a member of the Committee and remove a person so appointed. The number of members of the Committee appointed by a Region, and in office at any one time shall not exceed one. A member of the Committee so appointed shall be called a "Regional Representative".

  3. Every such appointment or removal shall be by postal ballot in accordance with the Standing Orders (Elections) of the Association then in force. In the case of a removal. the Association shall forthwith give written notice of the removal to the Regional Representative concerned.

  4. At every Annual General Meeting, of the Association one third of the members of the Committee who are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to one-third shall retire from office: but those member(s) shall be eligible for re-election by postal ballot in accordance with the Standing Orders (Election) of the Association then in force.

  5. No member of the Committee shall be eligible to serve in the same post for two complete consecutive terms of three Committee years.

  6. The Association may from time to time by ordinary resolution increase or reduce the number of members of the Committee.

  7. The Committee shall have power at any time, and from time to time, to appoint any person to be a member of the Committee, either to fill a casual vacancy occurring amongst the members of the Committee or as an addition to the existing members of the Committee, but so that the total number of members of the Committee shall not at any time exceed any maximum number fixed in accordance with these Articles.  Any member of the Committee so appointed shall hold office until the Annual General Meeting following the next available annual ballot, and shall be eligible for election as under Standing Orders Elections.

  8. The Association may by ordinary resolution, of which special notice has been given in accordance with Section 379 of the Act, remove any member of the Committee, whether or not a Regional Representative before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Association and such member of the Committee.

  9. In the case of removal of a member of the Committee the Association may by ordinary resolution appoint another person in place of such member of the Committee removed from office under the immediately preceding Article. Without prejudice to the powers of the Committee under Article 40 the Association in General Meeting may appoint any person to be a member of the Committee either to fill a casual vacancy occurring amongst the members of the Committee or as an additional member of the Committee. The person appointed to fill such a vacancy shall be subject to retire; at the Annual General Meeting, following the next available annual ballot and shall then be eligible for election, as under Standing Orders Elections.

PROCEEDINGS OF THE COMMITTEE

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

    2. The Committee shall hold meetings at least three times a year, one of which shall be at the Annual General Meeting.

    3. The Officers of the Association shall meet as and when required.

  1. The quorum necessary for the transaction of the business of the Committee may be fixed by the Committee, and unless so fixed shall be three or one-third of the number of members of the Committee for the time being whichever shall be the greater number.

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

  3. The Committee may elect a chairman of their meetings and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the same, the members of the Committee present may choose one of their number to be chairman of the meeting.

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

  5. A sub-committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.

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

  7. All acts done by any meeting of the Committee or of a sub-committee of the Committee, or by any person acting as a member of the Committee, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such member of the Committee or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Committee.

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

SECRETARY

  1. Subject to Section 13(5) of the Act, the secretary shall be appointed by the Committee for such term, at such remuneration and upon such conditions as the Committee may think fit and any secretary so appointed may be removed by it, provided always that no member of the Committee may occupy the salaried position of secretary. A member of the Association may be appointed Honorary Secretary and such appointment shall not exclude that person from being a member of the Committee.

  2. A provision of the Act or these Articles requiring or authorising a thing to be done by or to a member of the Committee and the secretary shall not be satisfied by its being done by or to the same person acting both as member of the Committee and as, or in place of, the secretary.

THE SEAL

  1. If the Association has a seal the Committee shall provide for its safe custody and it shall only be used by the authority of the Committee or of a committee of the Committee authorized by the Committee in that behalf, and every instrument to which the seal shall be affixed shall be signed by a member of the Committee and shall be countersigned by the secretary or by a second member of the Committee or by some other person appointed by the Committee for the purpose.

ACCOUNTS

  1. The Committee shall cause accounting records to be kept in accordance with the provisions of the Act

  2. The accounting records shall be kept at the registered office of the Association or, subject to the provisions of the Act, at such other place or places as the Committee thinks fit, and shall always be open to the inspection of the officers of the Association.

  3. The Committee shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Association or any of them shall be open to the inspection of members not being members of the Committee, and no member (not being a member of the Committee) shall have any right of inspecting any account or book or document of the Association except as conferred by statute or authorised by the Committee or by the Association in General Meeting.

  4. Subject to the provisions of any elective resolution of the Association for the time being in force, the Committee shall from time to time in accordance with the provisions of the Act, cause to be prepared and to be laid before the Association in General Meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are referred to in those provisions.

  5. Subject to the provisions of any elective resolution of the Association for the time being in force, a copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Association in General Meeting together with a copy of the auditor's report and Committee's report, shall not less than twenty one days before the date of the meeting be made available to every member of the Association and every person entitled to receive notice of General Meeting of the Association upon application to the office.

AUDIT

  1. Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act.

NOTICES

  1. A notice may be given by the Association to any member either personally or by sending it by post to him or to his registered address, supplied by him to the Association for the giving of notice to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of 24 hours after the letter containing the same is posted and in any other case at the time at which the letter would be delivered in the ordinary course of post.

  2. Notice of every general meeting shall be given in any manner hereinbefore authorised to:-

    1. every member
    2. every person being a trustee in bankruptcy of a member where the member but for his bankruptcy would be entitled to receive notice of the meeting.  
    3. the auditors for the time being of the Association; and
    4. each member of the Committee.

No other person shall be entitled to receive notices of General Meetings.

DISSOLUTION

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

RULES, STANDING ORDERS OR BYE LAWS


    1. The Committee may from time to time make such Rules, Standing Orders or Bye Laws as it may deem necessary or expedient or convenient for the proper conduct and management of the Association and for the purposes of prescribing classes of and conditions of membership, and in particular but without prejudice to the generality of the foregoing, it may by such Rules, Standing Orders or Bye Laws regulate:-

      1. The admission and classification of members of the Association, and the rights and privileges of such members, and the conditions of membership and the terms on which members may resign or have their membership terminated and the entrance fees, subscriptions and other fees or payments to be made by members.

      2. The conduct of members of the Association in relation to one another, to the Association's servants and to the Open University.

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

      4. The procedure at general meetings and meetings of the Committee and sub­committees of the Committee in so far as such procedure is not regulated by these presents.

      5. And, generally, all such matters as are commonly the subject matter of Association rules.

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

DISCIPLINARY POWERS

    1. Without prejudice to the powers of the Committee under the preceding Article if, in the opinion of the Committee (or of any sub-committee of the Committee to which the Committee shall have delegated its powers under this Article), any member or applicant to become a member shall have conducted himself in such a manner as would in the opinion of the Committee prejudice his status as a member of the Association or reflect adversely on the reputation of the Association or the Open University or shall have acted in breach of these presents or of any rules, regulations or bye-laws from time to time hereunder, the Committee or any such sub-committee shall have power:

      1. to require the member or applicant to become a member to give a written undertaking to refrain from continuing or repeating the conduct which constitutes a contravention; and or

      2. to reprimand the member, and/or

      3. to suspend the member for such period and on such terms and conditions as the Committee or any sub-committee may determine, and/or

      4. to levy a fine not exceeding a figure to be determined by the Committee from time to time; and/or

      5. to order that a member should pay a sum by way of costs up to a maximum to be set by the Committee from time to time; and/or

      6. to expel the member from the Association or withhold membership from the applicant to become a member of the Association.

    2. A member who has been suspended shall not be entitled to exercise any of the rights of membership during the period of suspension, but any suspension shall be without prejudice to the rights and powers of the Committee or any such sub-committee to take disciplinary action against the member during the period of suspension as if the suspended member remained a member and was subject to the provisions of these presents.

    3. Before any disciplinary action against a member is taken under this Article, the member shall be notified in writing by recorded delivery at his last registered address of the grounds of complaint against him at least 21 days before the meeting which is to deal with the matter, and shall be given the opportunity of stating his defence or any matters in mitigation either in writing or by personal attendance at the meeting. Legal representation by any other member of the Association shall be permitted, but at least 7 days' notice that the member proposes to be so represented must be given by such member to the Association in writing delivered at the office.

    4. A right of appeal shall exist to the Committee in the first instance and to an agreed independent third party if required.

INDEMNITY

    1. Every member of the Committee or other officer or Auditor of the Association shall be indemnified out of the assets of the Association against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under Section 727 of the Act in which relief is granted to him by the Court, and no member of the Committee or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Association in the execution of the duties of his office or in relation thereto. But this Article shall only have effect in so far as its provisions are not avoided by Section 310 of the Act.

    2. The members of the Committee shall have power to purchase and maintain for any member of the Committee, officer or Auditor of the Association insurance against any such liability as is referred to in Section 310(1) of the Act.

We, the Subscribers to this Memorandum of Association, wish to be formed into a Company pursuant to this Memorandum.
Names and Addresses of Subscribers

SEVERNSIDE SECRETARIAL LIMITED
Aspect House
135/137 City Road
London
EC1V 1JB

Dated the 7th day of May 1999

Witness to the above Signatures

PHILIP LIARK WILSON
110 Whitchurch Road
Cardiff
CR4 3LY