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| | FORM OF ARTICLES OF ASSOCIATION |
| | 2. Articles of Association produced under this Schedule shall take the following form— |
| | THE COMPANIES ACTS 1985 AND 1989
COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL |
| | ARTICLES OF ASSOCIATION OF
[NAME] COMMONHOLD ASSOCIATION LIMITED
("THE COMMONHOLD ASSOCIATION") |
| (1) | The Regulations contained in the Schedule to the Companies (Tables A to F) Regulations 1985 as amended by the Companies (Tables A to F) (Amendment) Regulations 1985 shall not apply to the Commonhold Association. |
| | "the 2001 Act" means the Commonhold and Leasehold Reform Act 2001 or any statutory modification or re-enactment thereof for the time being in force; |
| | "address" in relation to electronic communications includes any number or address used for the purposes of such communications; |
| | "clear days" in relation to the period of 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 Commonhold" means [name] and any addition or alteration thereto and any part or parts thereof which are identified in the Commonhold Community Statement; |
| | "the Commonhold Community Statement" means the commonhold community statement relating to the Commonhold Association as modified or amended from time to time; |
| | "communication" means the same as in the Electronic Communications Act 2000; |
| | "the Companies Act" means the Companies Act 1985 or any statutory modification or re-enactment thereof for the time being in force; |
| | "the developer" means the same as in section 57 of the 2001 Act; |
| | "electronic communication" means the same as in the Electronic Communications Act 2000; |
| | "the member" means the person whose name is entered in the register of members as a member; |
| | "registered office" means the registered office of the Commonhold Association; |
| | "the seal" means the common seal of the Commonhold Association; |
| | "Secretary" means the secretary of the Commonhold Association or any other person appointed to perform the duties of the secretary of the Commonhold Association, including a joint, assistant or deputy secretary; |
| | "the United Kingdom" means Great Britain and Northern Ireland. |
| (3) | Subject as aforesaid, words and expressions contained in these articles shall, unless the context otherwise requires, have the meaning given to them by the 2001 Act or the Companies Act. |
| (a) | words expressed in any gender shall include any other gender; |
| (b) | persons shall include bodies corporate and partnerships and other unincorporated bodies; |
| (c) | words expressed in the singular shall, unless the context otherwise requires, include the plural, and vice versa. |
| | If there is any conflict between the provisions of these articles and those of the Commonhold Community Statement, the provisions of these articles shall prevail. |
| (5) | Part 2 of Schedule 3 to the 2001 Act shall apply to determine the entitlement of any person or persons to membership of the Commonhold Association from time to time. |
| (6) | The Commonhold Association shall maintain a register of members and shall comply in all respects with regulations made in relation thereto from time to time pursuant to paragraph 14 of Schedule 3 to the 2001 Act. |
| (7) | All general meetings other than annual general meetings shall be called extraordinary general meetings. |
| (8) | The directors may call general meetings and, on the requisition of members pursuant to the provisions of the Companies Act, shall forthwith proceed to convene an extraordinary general meeting for a date not more than 28 days after the date of the notice convening the meeting. If there are not within the United Kingdom sufficient directors to call a general meeting, any director or any member of the Commonhold Association may call a general meeting. |
| (9) | In addition to its annual general meeting, the Commonhold Association shall hold at least one extraordinary general meeting each year at which, in addition to any other business, the directors shall present an interim review of the business and affairs of the Commonhold Association since the preceding annual general meeting. Such meeting shall not be held within three months of any annual general meeting of the Commonhold Association. |
| | NOTICE OF GENERAL MEETINGS |
| (10) | An annual general meeting and an extraordinary general meeting called for the passing of a special resolution or a resolution appointing a person as a director shall be called by at least twenty-one clear days' notice. All other extraordinary general meetings shall be called by at least fourteen clear days' notice but a general meeting may be called by shorter notice if is so agreed— |
| (a) | in the case of an annual general meeting, by all the members entitled to attend and vote thereat; and |
| (b) | in the case of any other meeting by a majority in number of the members having a right to attend and vote being a majority together holding not less than ninety-five per cent of the total voting rights at the meeting of all the members. |
| (11) | The notice shall specify the time and place of the meeting and in the case of an annual general meeting, shall specify the meeting as such. |
| (12) | The notice shall also include or be accompanied by a statement of the agenda of the business to be transacted at the meeting, the text of any resolutions to be proposed at the meeting, and an explanation to be provided by the proposers of any resolution of the motivation for such resolution. |
| (13) | Subject to the provisions of these articles, the notice shall be given to all the members and to the directors and auditors. |
| (14) | The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting. |
| | PROCEEDINGS AT GENERAL MEETINGS |
| (15) | No business shall be transacted at any general meeting unless details relating to it were included in the notice convening the meeting in accordance with Article 12 above. A proposal to amend an ordinary resolution may, however, be voted upon if the terms of the proposed amendment were received by the Commonhold Association at its registered office, or at any address specified in the notice convening the meeting for the purpose of receiving electronic communications, not less than 48 hours before the time for holding the meeting. The decision of the Chairman as to the admissibility of any proposed amendment shall be final and conclusive and shall not invalidate any proceedings on the substantive resolution. |
| (16) | At any general meeting, so far as practicable and subject to any contrary resolution of the meeting, any business arising from a requisition of members shall be transacted before any other business, and if there were more than one requisition, the business arising therefrom shall be transacted in the order in which the requisitions were received by the Commonhold Association. |
| (17) | No business shall be transacted at any general meeting unless a quorum is present. The quorum for the meeting shall be 20 per cent of the members of the Commonhold Association entitled to vote upon the business to be transacted, or two members of the Commonhold Association so entitled (whichever is the greater) present in person or by proxy. |
| (18) | If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the directors may determine. |
| (19) | The chairman, if any, of the board of directors or in his absence some other director nominated by the directors shall preside as chairman of the meeting, but if neither the chairman nor such other director (if any) be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the directors present shall elect one of their number to be chairman and, if there is only one director present and willing to act, he shall be chairman. |
| (20) | If no director is willing to act as chairman, or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairman. |
| (21) | A director shall, notwithstanding that he is not a member, be entitled to attend, speak and propose (but, subject to article 27 below, not vote upon) a resolution at any general meeting of the Commonhold Association. |
| (22) | The chairman may, with the consent of a 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 an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen days or more, at least seven clear days' notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice. |
| (23) | A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Subject to the provisions of the Companies Act, a poll may be demanded— |
| (b) | by at least five members having the right to vote at the meeting; or |
| (c) | by a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; |
| | and a demand by a person as proxy for a member shall be the same as a demand by the member. |
| (24) | Unless a poll is duly demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. |
| (25) | The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. |
| (26) | A poll shall be taken in such manner as the chairman may direct, having particular regard to the convenience of members, and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. |
| (27) | In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have. |
| (28) | 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 either forthwith or at such time and place as the chairman may direct, having particular regard to the convenience of members, and not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made. |
| (29) | No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken. |
| (30) | A resolution in writing executed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more members. |
| (31) | Subject to articles 33 and 34 below, on a show of hands, every member who (being an individual) is present in person or (being a corporation) is present by a duly authorised representative, not being himself a member entitled to vote, shall have one vote. |
| (32) | Subject to articles 33 and 34 below, on a poll, every member shall have one vote, provided that a member who is a unit-holder of more than one commonhold unit shall have one vote for every commonhold unit in respect of which he is entitled to have his name entered in the register of members of the Commonhold Association. |
| (33) | Members of the Commonhold Association other than the developer shall not be entitled to vote upon a resolution for the removal from office of a director appointed by the developer pursuant to article 44 below. |
| (34) | At any time at which the developer is entitled to exercise the power to appoint and remove directors pursuant to article 44 below, the developer shall not be entitled to vote upon a resolution fixing the number of directors of the Commonhold Association, or upon a resolution for the appointment or removal from office of any director not appointed by him, or upon any resolution concerning the remuneration of any director not appointed by him, or upon a special resolution giving a direction to the directors. |
| (35) | A member in respect of whom an order has been made by any court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised in that behalf appointed by that court, and any such receiver, curator bonis or other person may, on a poll, vote by proxy. Evidence to the satisfaction of the directors of the authority of the person claiming to exercise the right to vote shall be deposited at the registered office, or at such other place as is specified in accordance with the articles for the deposit of instruments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable. |
| (36) | No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive. |
| (37) | On a poll votes may be given either personally or by proxy. A member may appoint more than one proxy to attend on the same occasion. |
| (38) | The appointment of a proxy shall be in writing, executed by or on behalf of the appointor and shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the directors may approve)— |
| | [Name] Commonhold Association Limited[I] ******, of ******, being a member of the above-named company, hereby appoint(s) ****** of ******, or failing him, ****** of ******, as my/its proxy to vote in my/its name and on my/its behalf at the annual/extraordinary general meeting of the company to be held on ****** 20**, and at any adjournment thereof |
| (39) | Where it is desired to afford members an opportunity of instructing the proxy how he shall act the appointment of a proxy shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the directors may approve)— |
| | [Name] Commonhold Association Limited[I] ******, of ******, being a member/members of the above-named company, hereby appoint(s) ******, of ****** or failing him ****** of ******, as my/its proxy to vote in my/its name and on my/its behalf at the annual/extraordinary general meeting of the company, to be held on ****** 20**, and at any adjournment thereof. |
| | This form is to be used in respect of the resolutions mentioned below as follows: |
| | Resolution No. 1 [for] [against] |
| | Resolution No. 2 [for] [against] |
| | [Strike out whichever is not desired] |
| | Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting. |
| (40) | The appointment of a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the directors may— |
| (a) | in the case of an instrument in writing be deposited at the office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Commonhold Association in relation to the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or |
| (b) | in the case of an appointment contained in an electronic communication, where an address has been specified for the purpose of receiving electronic communications— |
| (i) | in the notice convening the meeting, or |
| (ii) | in any instrument of proxy sent out by the Commonhold Association in relation to the meeting, or |
| (iii) | in any invitation contained in an electronic communication to appoint a proxy issued by the Commonhold Association in relation to the meeting, |
| | be received at such address not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; |
| (c) | in the case of a poll taken more than 48 hours after it is demanded, be deposited or received 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 |
| (d) | where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any director; |
| | and an instrument of proxy which is not deposited, delivered or received in a manner so permitted shall be invalid. |
| (41) | A vote given or poll demanded by proxy or by the duly authorised representative of a corporation 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 Commonhold Association at the registered office or at such other place at which the instrument of proxy was duly deposited or, where the appointment of the proxy was contained in an electronic communication, at the address at which such appointment was duly received before the commencement of the meeting or adjourned 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 meeting or adjourned meeting) the time appointed for taking the poll. |
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