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back to previous amendments
| (78) | Subject to the provisions of the Companies Act, the secretary shall be appointed by the directors for such terms, at such remuneration and upon such conditions as they may think fit; and any secretary so appointed may be removed by them. |
| (79) | The directors shall cause minutes to be made in books kept for the purpose— |
| (a) | of all appointments of officers made by the directors or by the developer; and |
| (b) | of all proceedings at meetings of the Commonhold Association, of members and of the directors, and of committees, including the names of the persons present at each such meeting. |
| (80) | The seal shall only be used by the authority of the directors or of a committee authorised by the directors. The directors may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a director and by the secretary or by a second director. |
| | NO DISTRIBUTION OF PROFITS |
| (81) | Save in accordance with a termination statement or in a winding up, the Commonhold Association shall not make any distribution to its members of its profits or assets, whether in cash or otherwise. |
| (82) | If on a winding up of the Commonhold Association there remains any surplus after the satisfaction of all its debts and liabilities, and after compliance with the provisions of any termination statement in accordance with the 2001 Act, the surplus shall be paid to or distributed among the members of the Commonhold Association rateably in accordance with the percentages allocated to their Commonhold Units in the Commonhold Community Statement. |
| | INSPECTION AND COPYING OF BOOKS AND RECORDS |
| (83) | In addition to, and without derogation from, any right conferred by statute or by the Commonhold Community Statement, any member shall have the right, on reasonable notice, at such time and place as shall be convenient to the Commonhold Association, to inspect any book, minute, document or accounting record of the Commonhold Association, and to be provided with a copy of the same upon payment of any reasonable charge for copying. Such rights shall be subject to any resolution of the Commonhold Association in general meeting, and, in the case of any book, minute, document or accounting record which the directors reasonably consider contains confidential material the disclosure of which would be contrary to the interests of the Commonhold Association, to any reasonable conditions or redactions which the directors may impose or make. |
| (84) | Any notice to be given to or by any person pursuant to the articles shall be in writing or shall be given using electronic communications to an address for the time being notified for that purpose to the person giving the notice. A notice calling a meeting of the directors need not be in writing or given using electronic communications if there is insufficient time to give such notice having regard to the urgency of the business to be conducted thereat. |
| (85) | The Commonhold Association may give any notice to a member either personally or by sending it by first class post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address or by giving it using electronic communications in accordance with any of the methods described in subsections (4A)-(4D) of section 369 of the Companies Act. A member whose registered address is not within the United Kingdom and who gives to the Commonhold Association an address within the United Kingdom at which notices may be given to him, or an address to which notices may be sent by electronic communications, shall be entitled to have notices given to him at that address, but otherwise no such member shall be entitled to receive any notice from the Commonhold Association. |
| (86) | A member present, either in person or by proxy, at any meeting of the Commonhold Association shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called. |
| (87) | Proof that an envelope containing a notice was properly addressed, prepaid and posted by first class post shall be conclusive evidence that the notice was given. Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given. A notice sent by first class post shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted. A notice contained in an electronic communication sent in accordance with section 369(4A) of the Companies Act shall be deemed to be given at the expiration of 48 hours after the time it was sent. A notice contained in an electronic communication given in accordance with section 369(4B) of the Companies Act shall be deemed to be given when treated as having been so given in accordance with that subsection. |
| (88) | Subject to the provisions of the Companies Act but without prejudice to any indemnity to which a director may otherwise be entitled, every director or other officer or auditor of the Commonhold Association shall be indemnified out of the assets of the Commonhold Association against 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 in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Commonhold Association. |
| | Names and Addresses of Members: ......."" |
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