| |
THE COMPANIES ACTS 1985 AND 1989
____________________
COMPANY LIMITED BY GUARANTEE AND
NOT HAVING A SHARE CAPITAL
____________________
ARTICLES OF ASSOCIATION
OF
INTERNATIONAL PRIMARY CARE RESPIRATORY GROUP
(as adopted by a Special Resolution passed on 15 September 2007)
____________________
|
| 1.1 |
The Regulations contained in Table C in the Schedule to the Companies (Tables A to F) Regulations 1985 shall not apply to the Company, but the following shall be the Regulations of the Company.
|
| 1.2 |
In these Regulations:-
- "the Act" means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force;
- "the Articles" means the Articles of Association of the Company;
- "Associate Member" means an Associate Member of the Company;
- "body" includes any association, body corporate, company, corporation, firm, foundation, institution, organisation, partnership, society, trust or aggregate of persons (whether incorporated or unincorporated);
- "clear days" in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
- "the Company" means International Primary Care Respiratory Group;
- "Directors" means the Directors from time to time and for the time being of the Company, and "Director" means any one of such Directors;
- "Electronic Communication" means a communication transmitted (whether from one person to another, from one device to another or from a person to a device or vice versa) by (i) means a telecommunications system (within the meaning of the Telecommunications Act 1984) or (ii) other means in an electronic form;
- "executed" includes any mode of execution;
- "Immediate Past President" at any time means the person who is at that time the last Past President to have demitted office as President of the Company;
- "Ordinary Member" means an Ordinary Member of the Company;
- "Ordinary Resolution" means a resolution of the members of the Company on which more than 50 per cent of the votes cast are in favour of the resolution;
- "Past President" means a person who is a former President of the Company;
- "person" means any individual or body;
- "Secretary" means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;
- "the Senate" means the Senate of the Company constituted in terms of Regulation 17 below;
- "Special Resolution" means a resolution of the members of the Company on which 75 per cent or more of the votes cast are in favour of the resolution; and
- "the United Kingdom" means Great Britain and Northern Ireland.
|
|
1.3
|
For the purpose of these Regulations:-
(a) a poll on any resolution put to the vote at a General Meeting of the Company is the means by which the members of the Company voting on the resolution can signify on a voting or ballot paper 9rather than on a show of hands) whether they are voting for or against the resolution;
(b) a proxy of an Ordinary Member is someone appointed in accordance with Regulations 7.5 and 7.6 below by that Ordinary Member to exercise that Ordinary Member's vote at a General Meeting of the Company; and
(c) a representative of any member is someone appointed in terms of Regulation 8 below to attend and speak and (if the member is an Ordinary Member) vote at a General Meeting of the Company on behalf of that member.
|
|
1.4
|
Unless the context otherwise requires, words or expressions contained in these Regulations bear the same respective meanings as in the Act but excluding any statutory modification thereof not in force when these Regulations become binding on the Company.
|
| 1.5 |
Words importing the singular number only shall include the plural number, and vice versa. |
|
1.6
|
For the purposes of the Memorandum of Association of the Company and for the purposes of these Regulations, the members of the Company shall be the Ordinary Members and the Associate Members.
OBJECTS
|
| 2.1 |
The company is established for charitable objects only. |
| 2.2 |
The objects for which the Company is established are to improve public health by carrying out, funding and organising research into the care, treatment and prevention of respiratory illnesses, diseases and problems in a community setting, and to make available the results of such research for the benefit of the public and healthcare professionals, provided that:
(a) in case the Company shall take or hold any property which may be the subject of any trust, the Company shall deal with or invest the same only in such manner as allowed by law, having regard to such trust; and
(b) the objects of the Company shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers.
|
| 2.3 |
The income and property of the Company, whencesoever derived, shall be applied solely towards the promotion of the objects of the Company set forth in Regulation 2.2 above, 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 the members of the Company. Provided that nothing herein shall prevent any payment in good faith by the Company:-
(a) of reasonable and proper remuneration to any member, officer or employee of the Company (including any Director of the Company) for any services rendered to the Company, provided always that, where a Director of the Company is to be appointed to a salaried office of the Company or to be paid remuneration in return for services rendered, such Director of the Company shall be excluded from, and shall not participate in, the determination of the Company's Directors in regard to such appointment or the amount of such remuneration;
(b) of interest on money lent by any member of the Company or by any Director of the Company at a rate per annum not exceeding two per centum more than the base rate from time to time and for the time being of the Bank of Scotland or three per centum, whichever is the greater;
(c) of reasonable and proper rent for premises let to the Company by any member of the Company or by any Director of the Company;
(d) of out-of-pocket expenses to any Director of the Company;
(e) of reasonable and proper fees, remuneration or other benefit in money or money's worth for any services rendered, or goods supplied, to the Company by any company in which a Director of the Company is a member (provided that such Director shall not hold more than one hundredth part of the capital of such company or, if such Director is the holder of more than one hundredth part of the capital of such company, provided that such Director absents himself or herself from any meeting at which the supply of any such services or goods is discussed and such services are rendered or such goods are supplied on terms and conditions which the other Directors consider are advantageous to the Company), and such Director shall not be bound to account to the Company for any share of profits he or she may receive in respect of such payment.
|
| |
OBJECTSMEMBERS |
| 3.1 |
Subject to the following provisions of this Regulation 3, the members of the Company shall be the Ordinary Members and the Associate Members of the Company on 15 September 2007 and such other persons as may from time to time be admitted to membership of the Company as Ordinary Members by Special Resolution and such persons as may from time to time be admitted to membership of the Company as Associate Members either by the Directors or by Special Resolution. |
| 3.2 |
Every person who wishes to become a member of the Company shall deliver to the Company, duly executed by that person, an application for membership or consent to become a member of the Company, in either case in such form and detail as the Directors require. |
| 3.3 |
Only National Organisations may be Ordinary Members. |
| 3.4 |
There can be only one National Organisation in respect of each country. |
| 3.5 |
The Company may by Special Resolution determine whether any geographical area is, or is not, a country for the purposes of Regulation 3.4 above and whether any body is, or is not, a National Organisation in respect of any country. Until the Company determines otherwise by Special Resolution countries and National Organisations are:-
| Country |
National Organisation |
| Australia |
National Asthma Council |
| Bangladesh |
Bangladesh Lung Foundation Primary Care Group
|
| Belgium |
Belgium Primary Care Respiratory Group |
| Canada |
Family Physician Airways Group of Canada |
| Cyprus |
Cyprus Respiratory Group |
| Denmark |
Danish Society of General Practice Respiratory Group |
| Ireland |
Irish GP's in Asthma Group |
| New Zealand |
New Zealand Primary Care Respiratory Group |
| Norway |
Lunger I Praksis |
| Pakistan |
International Primary Care Respiratory Group Pakistan |
| Saudi Arabia |
Saudi Respiratory Asthma Group |
| Spain |
Grupo de Respiratorio de Atencion Primaria |
| Sweden |
Swedish Respiratory Group of Primary Care |
| The Netherlands |
COPD en Astma Huisartsen Advies Groep |
| United Kingdom |
General Practice Airways Group. |
|
| 3.6 |
The Company may by Special Resolution admit any National Organisation as an Ordinary Member of the Company. The Directors shall not be entitled to admit any person as an Ordinary Member. |
| 3.7 |
The Company may by Special Resolution determine whether any body is, or is not, an International Organisation in respect of any country. Until the Ordinary Members determine otherwise by Special Resolution, the only International Organisations shall be (a) Education for Health (also known as "National Respiratory Training Centre") and (b) the European Federation of Allergy and Airways Diseases Patients Association (also known as "EFA"). |
| 3.8 |
The Company may by Special Resolution admit any International Organisation as an Associate Member of the Company. |
| 3.9 |
The Company may by Special Resolution terminate the membership of the Company of any Ordinary Member. If any body's membership of the Company is terminated in accordance with this Regulation 3.9, the Directors shall not be entitled to re-admit that body to membership of the Company. |
| 3.10 |
Ordinary Members shall, subject always to Regulation 7.2 below, have voting rights in accordance with Regulation 7.1 below. |
| 3.11 |
The Directors may, subject always to Regulations 3.6 and 3.9 above and Regulation 3.15 below, admit any person as an Associate Member of the Company if the Directors are satisfied that such person is interested in or will further the objects of the Company. |
| 3.12 |
The Directors shall not be obliged to give any reason for refusing to admit any person as an Associate Member of the Company. |
| 3.13 |
The Company may by Special Resolution admit any person as an Associate Member of the Company. |
| 3.14 |
An Associate member shall not be entitled to any vote. |
| 3.15 |
The Company may by Special Resolution terminate the membership of the Company of any Associate Member. If any person's membership of the Company is terminated in accordance with this Regulation 3.15, the Directors shall not be entitled to re-admit that person to membership of the Company. |
| 3.16 |
A member of the Company shall cease to be a member of the Company forthwith upon:-
- the delivery to the Secretary at the registered office of the Company of a notice in writing by that member resigning as a member of the Company; or
- the death or dissolution of that member; or
- the termination of that member's membership of the Company in accordance with Regulations 3.9 or 3.15 above or Regulations 3.18 and 3.19 below.
|
| 3.17 |
A person who ceases (for whatever reason) to be a member of the Company shall not be entitled to any refund (in whole or in part) of any subscription paid by that person to the Company. |
| 3.18 |
The Directors shall be entitled (but shall not be bound) to terminate the membership of the Company of any member of the Company:-
- who, being an individual, is no longer in good standing, in the opinion of the Directors, with that individual's professional regulatory body;
- who, being an individual, shall become of unsound mind;
- who shall become bankrupt or insolvent or apparently insolvent or who shall suspend payment to or compound with that member's creditors;
- in respect of whose property and undertaking, or any part thereof, a receiver or judicial factor is appointed;
- in respect of whom an effective winding-up order is made or an effective winding-up resolution is passed (other than for the purpose of any amalgamation or reconstruction);
- in respect of whom an administration order is made.
|
| 3.19 |
The Directors shall be entitled (but shall not be bound) to terminate the membership of the Company of any member of the Company if any subscription payable by that member to the Company remains outstanding more than 60 days after the due date for the payment of that subscription to the Company, provided always that:-
- such member has been advised that the Directors may terminate the membership of the Company of that member in the event that such subscription is not paid to the Company; and
- such subscription has not been paid to the Company before the Directors resolve to terminate the membership of the Company of that member.
|
| 3.20 |
The rights and privileges of a member of the Company shall be personal and shall not be transferable or transmissible by any means. |
| 3.21 |
A register of the members for the time being of the Company shall be kept by the Secretary and shall contain each member's name, address and date of admission to membership of the Company and shall show whether each member is an Ordinary Member or an Associate Member, and such register shall, in so far as applicable, comply with the provisions of Section 352 of the Act. |
| 3.22 |
The liability of each member of the Company is limited to £1, being the amount which each member of the Company undertakes to contribute to the assets of the Company in the event of the Company being wound up while he or she or it is a member of the Company or within one year after he or she or it ceases to be a member of the Company for:-
(a) payment of the debts and liabilities of the Company contracted before he or she or it ceases to be a member of the Company;
(b) payment of the costs, charges and expenses of winding-up; and
(c) the adjustment of the rights of the contributories among themselves.
SUBSCRIPTIONS
|
| |
|
| 4. |
The members of the Company may be required to pay to the Company an annual subscription. Different rates of annual subscription may be fixed for different members of the Company and different rates or scales of annual subscription may be fixed for Ordinary Members and for Associate Members. The rate or rates or scales of annual subscription payable by the members of the Company, the subscription year of the Company, the subscription payment date or dates and the proportion of the annual subscription payable in respect of part only of a subscription year shall be fixed by the members of the Company in General Meeting, provided that until so determined the rate or rates or scales of subscription, the subscription year, the subscription payment date or dates and such proportion may be determined by the Directors.
GENERAL MEETINGS
|
| 5.1 |
The Company shall in each calendar year hold a General Meeting as the Company's Annual General Meeting in addition to any other General Meeting of the Company held in that calendar year, and the Company shall specify the General Meeting as the Annual General Meeting in the notice calling it. Not more than 15 months shall elapse between the date of one Annual General Meeting of the Company and that of the next. Each Annual General Meeting of the Company shall be held at such time and place as the Directors shall appoint. |
| 5.2 |
All General Meetings of the Company other than Annual General Meetings shall be called Extraordinary General Meetings. |
| 5.3 |
The Directors may, whenever they think fit, convene an Extraordinary General Meeting of the Company, and an Extraordinary General Meeting of the Company shall also be convened on such requisition or, in default, may be convened by such requisitionists, as provided by Section 368 of the Act. |
| 5.4 |
Each General Meeting of the Company shall be called by at least 21 clear days' notice in writing. The notice shall specify the place, the day and the hour of the General Meeting and, in the 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 Company in General Meeting, to the members of the Company, to the Directors and to the Auditors of the Company; provided that a General Meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in this Regulation, be deemed to have been duly called if it is so agreed:- (a) in the case of a General Meeting called as the Annual General Meeting of the Company, by all the Ordinary Members; (b) in the case of any other General Meeting, by not less than 95 per cent of the Ordinary Members. |
| 5.5 |
The accidental omission to give notice of any General Meeting of the Company to, or the non-receipt of a notice of a General Meeting of the Company by, any person entitled to receive notice shall not invalidate the proceedings at that General Meeting.
PROCEEDINGS AT GENERAL MEETINGS
|
| 6.1 |
All business shall be deemed special that is transacted at an Extraordinary General Meeting of the Company and also all that is transacted at an Annual General Meeting of the Company, with the exception of the consideration of the accounts, balance sheets and reports of the Directors and Auditors, the elections (if any) of the President and the President Elect, the election of the Treasurer, the appointment of, and the fixing of the remuneration of, the Auditors, the fixing in accordance wih Regulation 4 above of the annual subscriptions payable by the members to the Company and the selection of the country in which the biennial international conference of the Company is to be held in accordance with Regulation 9 below. |
| 6.2 |
No business shall be transacted at any General Meeting of the Company unless a quorum of members of the Company is present; save as herein otherwise provided two Ordinary Members (present by proxy or by representative appointed in accordance with Regulation 8.1 below) shall be a quorum. |
| 6.3 |
If a General Meeting of the Company has been convened upon the requisition of members of the Company and within 30 minutes from the time appointed for the Meeting a quorum is not present, the Meeting shall be dissolved; if within 30 minutes of the time appointed for any other General Meeting of the Company a quorum is not present or a quorum ceases to be present during any General Meeting of the Company, the Meeting 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 Directors may determine, and if at the adjourned General Meeting a quorum is not present within 30 minutes from the time appointed for the General Meeting, the member or members of the Company present in person or by proxy or by representative appointed in accordance with Regulation 8.1 below shall be a quorum. |
| 6.4 |
The President shall preside as chairperson at every General Meeting of the Company or, if there is no President or if he or she shall not be present within 15 minutes after the time appointed for the holding of any General Meeting or is unwilling to act as chairperson of any General Meeting, the President Elect (if any) shall be chairperson of that General Meeting. If neither the President nor the President Elect (if any) is present within 15 minutes after the time appointed for holding any General Meeting or is willing to act as chairperson of any General Meeting, the Directors present at that General Meeting shall elect one of their own number to be chairperson of the General Meeting. |
| 6.5 |
If within 15 minutes after the time appointed for holding any General Meeting of the Company the President or the President Elect (if any) is not present or is unwilling to be chairperson of that General Meeting and no Director is willing to act as chairperson of the General Meeting, the Ordinary Members of the Company present by proxy or by representative appointed in accordance with Regulation 8.1 below shall choose the chairperson of that General Meeting. |
| 6.6 |
The chairperson of a General Meeting of the Company may, with the consent of the General Meeting if a quorum is present at the General Meeting (and shall if so directed by the General Meeting), adjourn the General Meeting from time to time and from place to place, but no business shall be transacted at any adjourned General Meeting of the Company other than the business left unfinished at the General Meeting of the Company from which the adjournment took place. When a General Meeting of the Company is adjourned for 30 days or more, notice of the adjourned General Meeting shall be given as in the case of an original General Meeting of the Company. 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 General Meeting of the Company. |
| 6.7 |
At any General Meeting of the Company a resolution put to the vote of the General 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 by the chairperson of the General Meeting or by any Ordinary Member of the Company present by proxy or by representative appointed in accordance with Regulation 8.1 below. Unless a poll be so demanded, a declaration by the chairperson of the General Meeting 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 the proceedings of the Company shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the resolution. |
| 6.8 |
Except as provided in Regulation 6.11 below, if a poll is duly demanded it shall be taken in such manner and at such time as the chairperson of the General Meeting of the Company directs, and the result of the poll shall be deemed to be the resolution of the General Meeting at which the poll was demanded. |
| 6.9 |
Any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll. |
| 6.10 |
The demand for a poll may be withdrawn. |
| 6.11 |
A poll demanded on the election of a chairperson or on a question of adjournment shall be taken forthwith. |
| 6.12 |
In the case of an equality of votes at any General Meeting of the Company, whether on a show of hands or on a poll, the chairperson of the General Meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote. |
| 6.13 |
Subject to the provisions of the Act, a resolution in writing signed by or on behalf of all the Ordinary Members shall be as valid and effective as if such resolution had been passed at a General Meeting of the Company duly convened and held, and may consist of several documents in the like form, each signed by or on behalf of one or more of the Ordinary Members. |
| 6.14 |
The Directors shall be at liberty to invite any person or persons, not being a member or members of the Company, to attend and speak, but not to vote, at any General Meeting of the Company. |
| 6.15 |
A Director shall, notwithstanding that he or she is not a member of the Company, be entitled to attend and speak at any General Meeting of the Company.
VOTES OF MEMBERS
|
| 7.1 |
On a show of hands every Ordinary Member who is present by a duly authorised representative shall have one vote and on a poll every Ordinary Member shall have one vote. On a poll, votes may be given by proxy or by a representative appointed in accordance with Regulation 8.1 below. |
| 7.2 |
If at the date of any General Meeting of the Company any subscription which fell due for payment to the Company by any Ordinary Member on or before that date has not been paid in full to the Company, that Ordinary Member shall not be entitled to vote, either by proxy or by a representative appointed in accordance with Regulation 8.1 below, either at that General Meeting or at any adjournment of that General Meeting. |
| 7.3 |
An Associate Member shall not be entitled to vote either on a show of hands or on a poll and shall not be entitled to appoint a proxy. |
| 7.4 |
No objection shall be raised to the qualification of any voter at any General Meeting of the Company except at the General Meeting or adjourned General Meeting at which the vote objected to is tendered, and every vote not disallowed at the General Meeting shall be valid. Any objection made in due time shall be referred to the chairperson of the General Meeting whose decision shall be final and conclusive. |
| 7.5 |
An instrument appointing a proxy shall be in writing in common form or in any other form which the Directors shall approve and shall be under the hand of a duly authorised officer or attorney of the Ordinary Member appointing the proxy. A proxy need not be a member of the Company. |
| 7.6 |
An instrument appointing a proxy and any authority under which it is executed and a copy of such authority certified notarially or in some other way approved by the Directors shall:-
- be deposited at the registered office of the Company or at such other place as is specified in the notice convening the General Meeting of the Company or in any instrument of proxy sent out by the Company in relation to the General Meeting of the Company not less than 48 hours before the time for holding the General Meeting or adjourned General Meeting at which the person named in the instrument proposes to vote; or
- in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or
- where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, delivered at the General Meeting of the Company at which the poll was demanded to the chairperson of that General Meeting or to the Secretary or to any Director;
and an instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid. |
| 7.7 |
An instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. |
| 7.8 |
A vote given or poll demanded by a proxy or by the duly authorised representative of a body shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Company at the registered office of the Company or at such other place at which the instrument of proxy was duly deposited before the commencement of the General Meeting of the Company or adjourned General Meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the General Meeting or adjourned General Meeting) the time appointed for taking the poll.
REPRESENTATIVES AT MEETINGS
|
| 8.1 |
Subject always to Regulation 8.2 below, any body which is a member of the Company may by resolution of its directors or other governing body or committee authorise such person as it thinks fit to act as its representative at any General Meeting of the Company, and the person so authorised shall be entitled to exercise the powers of that body at that General Meeting. |
| 8.2 |
The Company may by Ordinary Resolution, passed at a General Meeting of the Company, require any member of the Company who has appointed a representative under Regulation 8.1 above to terminate the appointment of such representative on the grounds that such representative has brought the Company or the objects of the Company into disrepute, and from and after the passing of such Ordinary Resolution such representative shall not be entitled to exercise any powers of the member by whom such representative was appointed.
BIENNIAL CONFERENCE
|
| 9.1 |
The Company shall hold a Biennial International conference in every second year. The arrangements for the holding and organisation of, and attendance at, each Biennial International conference shall be determined by the Directors. |
| 9.2 |
A Biennial International Conference of the Company shall, subject always to Regulation 9.3 below, be held in such country as the Company shall on the recommendation of the Directors by Ordinary Resolution determine. |
| 9.3 |
No Biennial International Conference shall be held in any country unless there is an Ordinary Member which is the National Organisation in respect of that country. |
| 9.4 |
No country shall be selected as the place of any Biennial International Conference of the Company unless the Ordinary Member which is the National Organisation in respect of that country has agreed to the Biennial International Conference being held in the Country. |
| 9.5 |
The Organising Committee of a Biennial International Conference of the Company shall be a Committee of the Directors constituted in terms of Regulation 15 below.
|
| |
THE PRESIDENT
|
| 10.1 |
If on any President of the Company ceasing for whatever reason to be President there is no President Elect or an Ordinary Resolution has been passed on or before the date on which the President ceased to be President that the President Elect should not become President, then the President of the Company shall be elected by an Ordinary Resolution.
|
| 10.2 |
If Regulation 10.1 above does not apply, then the President Elect shall forthwith become President on the President ceasing for whatever reason to be President. |
| 10.3 |
The President shall ex officio be a Director of the Company.
|
| 10.4 |
If on the date of any Annual General Meeting of the Company the President has held office as President for a continuous period exceeding two years, the President shall retire from office at the close of that Annual General Meeting and shall not be eligible for re-appointed as President until the expiry of one year from the date of that Annual General Meeting. For the purposes of this Regulation, a "year" shall be the period between one Annual General Meeting of the Company and the next following Annual General Meeting of the Company. |
| 10.5 |
No period of office as President prior to 15 September 2007 shall be taken into account for the purposes of Regulation 10.4 above. |
| 10.6 |
The office of President shall be vacated if the President:-
(i) resigns as President by notice in writing sent to or left with the Secretary at the registered office of the Company; or
(ii) is removed from office by an Ordinary Resolution; or
(iii) becomes of unsound mind and the Directors resolve that the President be removed from office; or
(iv) becomes bankrupt or insolvent or apparently insolvent or makes any arrangement or composition with his or her creditors; or
(v) is prohibited by law from being a Director of the Company; or
(vi) accepts remuneration in contravention of Clause IV of the Memorandum of Association of the Company.
|
