THE COMPANIES ACTS 1985 AND 1989
COMPANY LIMITED BY GUARANTEE
Articles of Association of
THE RAMPHAL CENTRE
Registered in England and Wales as Company No. 5822913

1. In these articles
"the Act" means the Companies Act 1985;
"address" means a postal address or, for the purposes of electronic communication, a fax number, an e-mail address or a text message number in each case registered with the Centre;
"the Centre" means the company intended to be regulated by these articles;
"clear days" in relation to the period of a notice means a 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 Commission" means the Charities Commissioners for England and Wales;
"Director" means any individual from time to time appointed by the Trustees to be the executive head of the Centre as provided in Article 38;
"the memorandum" means the memorandum of association of the Centre;
"officers" includes the Trustees and the secretary;
"the seal" means the common seal of the Centre if it has one;
"secretary" means the secretary of the Centre or any other person appointed to perform the duties of the secretary of the Centre, including a joint, assistant or deputy secretary;
"the Trustees" means the Trustees of the Centre. The Trustees are charity trustees as defined by Section 97 of the Charities Act 1993;
"the United Kingdom" means Great Britain and Northern Ireland; and words importing one gender shall include all genders, and the singular includes the plural and vice versa.

Unless the context otherwise requires words or expressions contained in these articles have the same meaning as in the Act but excluding any statutory modification not in force when this constitution becomes binding on the Centre.

Apart from the exception mentioned in the previous paragraph a reference to an Act of Parliament includes any statutory modification or re-enactment of it for the time being in force.

2. (1) The subscriber to the memorandum is the first member of the Centre.

(2) Membership is open to other individuals or organisations who:
(a) apply to the Centre in the form required by the Trustees; and
(b) are approved by the Trustees.

(3) (a) The Trustees shall refuse any application for membership if they consider that the application, either by itself or taken in conjunction with other future potential applications, might in any material way undermine the independence of the Centre. Without prejudice to the foregoing, they may refuse any application if for any other reason they consider it to be in the best interests of the Centre and its objects to refuse the application.
(b) The Trustees must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision.
(c) The Trustees must consider any written representations the applicant may make about the decision. The Trustees' decision following any written representations must be notified to the applicant in writing but shall be final.

(4) Membership is not transferable to anyone else.

(5) The Trustees must keep a register of names and addresses of the members.

3. (1) The Trustees may establish classes of membership with different rights and obligations and shall record the rights and obligations in the register of members.

(2) The Trustees may not directly or indirectly alter the rights or obligations attached to a class of membership.

(3) The rights attached to a class of membership may only be varied if:
(a) three-quarters of the members of that class consent in writing to the variation; or
(b) a special resolution is passed at a separate general meeting of the members of that class agreeing to the variation.

(4) The provisions in these articles about general meetings shall apply to any meeting relating to the variation of the rights of any class of members.

4. Membership is terminated if:

(1) the member dies or, if it is an organisation, ceases to exist;

(2) the member resigns by written notice to the Centre unless, after the resignation, there would be less than two members;

(3) any sum due from the member to the Centre is not paid in full within six months of it falling due;

(4) the member is removed from membership by a resolution of the Trustees that it is in the best interests of the Centre that his or her membership is terminated. A resolution to remove a member from membership may be passed only if:
(a) the member has been given at least twenty-one days' notice in writing of the meeting of the Trustees at which the resolution will be proposed and the reasons why it is to be proposed;
(b) the member or, at the option of the member, the member's representative (who need not be a member of the Centre) has been allowed to make representations to the meeting.

5. (1) The Centre must hold its first annual general meeting within eighteen months after the date of its incorporation.

(2) An annual general meeting must be held in each subsequent year and not more than fifteen months may elapse between successive annual general meetings.

(3) All general meetings other than annual general meetings shall be called extraordinary general meetings.

6. The Trustees may call an extraordinary general meeting at any time.

7. (1) The minimum periods of notice required to hold a general meeting of the Centre are:
twenty-one clear days for an annual general meeting and an extraordinary general meeting called for the passing of a special resolution;
fourteen clear days for all other extraordinary general meetings.

(2) A general meeting may be called by shorter notice if it is so agreed:
in the case of an annual general meeting, by all the members entitled to attend and vote; and
in the case of an extraordinary general meeting, by a majority in number of members having a right to attend and vote at the meeting who together hold not less than 95 percent of the total voting rights.

(3) The notice must specify the date time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so.

(4) The notice must be given to all the members and to the Trustees and auditors.

8. The proceedings at a meeting shall not be invalidated because a person who was entitled to receive notice of the meeting did not receive it because of an accidental omission by the Centre.

9. (1) No business shall be transacted at any general meeting unless a quorum is present.

(2) A quorum is: two members entitled to vote upon the business to be conducted at the meeting; or one tenth of the total membership at the time whichever is the greater.

(3) The authorised representative of a member organisation shall be counted in the quorum;

10. (1) If:
(a) a quorum is not present within half an hour from the time appointed for the meeting; or
(b) during a meeting a quorum ceases to be present; the meeting shall be adjourned to such time and place as the Trustees shall determine.

(2) The Trustees must reconvene the meeting and must give at least seven clear days' notice of the reconvened meeting stating the date, time and place of the meeting.

(3) If no quorum is present at the reconvened meeting within fifteen minutes of the time specified for the start of the meeting the members present at that time shall constitute the quorum for that meeting.

11. (1) General meetings shall be chaired by the person who has been appointed to chair meetings of the Trustees.

(2) If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting a Trustee nominated by the Trustees shall chair the meeting.

(3) If there is only one Trustee present and willing to act, he or she shall chair the meeting.

(4) If no Trustee is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members present and entitled to vote must choose one of their number to chair the meeting.

12. (1) The members present at a meeting may resolve by ordinary resolution that the meeting shall be adjourned.

(2) The person who is chairing the meeting must decide the date time and place at which meeting is to be reconvened unless those details are specified in the resolution.

(3) No business shall be conducted at a reconvened meeting unless it could properly have been conducted at the meeting had the adjournment not taken place.

(4) If a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days’ notice shall be given of the reconvened meeting stating the date time and place of the meeting.

13. (1) Any vote at a meeting shall be decided by a show of hands unless before, or on the declaration of the result of, the show of hands a poll is demanded
(a) by the person chairing the meeting; or
(b) by at least two 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.

(2) (a) The declaration by the person who is chairing the meeting of the result of a vote shall be conclusive unless a poll is demanded.
(b) The result of the vote must be recorded in the minutes of the Centre but the number or proportion of votes cast need not be recorded.

(3) (a) A demand for a poll may be withdrawn, before the poll is taken, but only with the consent of the person who is chairing the meeting.
(b) If the demand for a poll is withdrawn the demand shall not invalidate the result of a show of hands declared before the demand was made.

(4) (a) A poll must be taken as the person who is chairing the meeting directs, who may appoint scrutineers (who need not be members) and who may fix a time and place for declaring the results of the poll.
(b) The result of the poIl shall be deemed to be the resolution of the meeting at which the poll is demanded.

(5) (a) A poIl demanded on the election of a person to chair a meeting or on a question of adjournment must be taken immediately.
(b) A poIl demanded on any other question must be taken either immediately or at such time and place as the person who is chairing the meeting directs.
(c) The poIl must be taken within thirty days after it has been demanded.
(d) If the poll is not taken immediately at least seven clear days' notice shaIl be given specifying the time and place at which the poll is to be taken.
(e) If a poll is demanded the meeting may continue to deal with any other business that may be conducted at the meeting.

14. If there is an equality of votes, whether on a show of hands or on a poll, the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have.

15. A resolution in writing signed by each member (or in the case of a member that is an organisation, by its authorised representative) who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective. It may comprise several copies each signed by or on behalf of one or more members.

16. (1) Subject to Articles 3 and 14 and the next paragraph, every member, whether an individual or an organisation shall have one vote.

(2) No member shall be entitled to vote at any general meeting or at any adjourned meeting if he or she owes any money to the Centre.

17. Any objection to the qualification of any voter must be raised at the meeting at which the vote is tendered and the decision of the person who is chairing the meeting shall be final.

18. (1) Any organisation that is a member of the Centre may nominate any person to act as its representative at any meeting of the Centre.

(2) The organisation must give written notice to the Centre of the name of its representative. The nominee shall not be entitled to represent the organisation at any meeting unless the notice has been received by the Centre. The nominee may continue to represent the organisation until written notice to the contrary is received by the Centre.

(3) Any notice given to the Centre will be conclusive evidence that the nominee is entitled to represent the organisation or that his or her authority has been revoked. The Centre shall not be required to consider whether the nominee has been properly appointed by the organisation.

19. (1) A Trustee must be a natural person aged 18 years or older.

(2) No one may be appointed a Trustee if he or she would be disqualified from acting under the provisions of Article 31.

20. The number of Trustees shall be not less than two but (unless otherwise determined by ordinary resolution) shall not be subject to any maximum.

21. The first Trustees shall be those persons notified to Companies House as the first company directors of the Centre.

22. A Trustee may appoint an alternate Trustee to act on his or her behalf at meetings of the Trustees.

23. (1) The Trustees shall manage the business of the Centre and may exercise all the powers of the Centre unless they are subject to any restrictions imposed by the Act, the memorandum, these articles or any special resolution.

(2) No alteration of the memorandum or these articles or any special resolution shall have retrospective effect to invalidate any prior act of the Trustees.

(3) Any meeting of Trustees at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Trustees.

24. Unless the Trustees otherwise resolve, a Trustee shall retire from office on attaining the age of 70 years or, if earlier, in accordance with the terms of the Trustees’ Resolution appointing him.

25. Save as aforesaid or as the Trustees may from time to time otherwise resolve, no Trustee shall be under any obligation to retire by rotation.

26. The Centre as a company may by ordinary resolution appoint a person who is willing to act to be a Trustee, provided that the provisions of the next following article are satisfied and further provided that in any event, if at any time prior to the passing of the ordinary resolution the Trustees resolve that they do not approve of the appointment of any particular person, that person shall not be capable of being appointed a Trustee unless and until the Trustees subsequently rescind their said resolution.

27. No person may be appointed a Trustee by ordinary resolution:

(1) unless he or she is recommended by the existing Trustees for appointment; or unless, not less than fourteen nor more than thirty-five clear days before the date of the resolution, the Centre has been given a notice that:
(a) is signed by a member entitled to vote on the resolution;
(b) states the member's intention to propose the appointment of a person as a Trustee;
(c) contains the details that, if the person were to be appointed, the Centre would have to file at Companies House; and
(d) is signed by the person who is to be proposed to show his or her willingness to be appointed;

28. All members who are entitled to receive notice of a general meeting must be given not less than seven nor more than twenty-eight clear days' notice of any resolution to be put to the meeting to appoint a Trustee other than a Trustee who is recommended by the existing Trustees for appointment.

29. The Trustees may appoint a person who is willing to act to be a Trustee, for either a limited or an indefinite period as the Trustees think fit.

30. The appointment of a Trustee, whether by the Centre in general meeting or by the other Trustees, must not cause the number of Trustees to exceed any number fixed as the maximum number of Trustees.

31. A Trustee shall cease to hold office if he or she:

(1) ceases to be a company director by virtue of any provision in the Act or is prohibited by law from being a company director;

(2) is disqualified from acting as a Trustee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);

(3) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

(5) resigns as a Trustee by notice to the Centre (but only if at least two Trustees will remain in office when the notice of resignation is to take effect); or

(6) is absent without the permission of the Trustees from all their meetings held within a period of six consecutive months and the Trustees resolve that his or her office be vacated.

32. The Trustees must not be paid any remuneration unless it is authorised by clause [5] of the Memorandum.

33. (1) The Trustees may regulate their proceedings as they think fit, subject to the provisions of the articles.

(2) Any Trustee may call a meeting of the Trustees.

(3) The secretary must call a meeting of the Trustees if requested to do so by a Trustee or by the Director-General.

(4) Questions arising at a meeting shall be decided by a majority of votes.

(5) In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.

34. (1) No decision may be made by a meeting of the Trustees unless a quorum is present at the time the decision is purported to be made.

(2) The quorum shall be two or the number nearest to one third of the total number of Trustees, whichever is the greater or such larger number as may be decided from time to time by the Trustees.

(3) A Trustee shall not be counted in the quorum present when any decision is made about a matter upon which that Trustee is not entitled to vote.

35. If the number of Trustees is less than the number fixed as the quorum, the continuing Trustees or Trustee may act only for the purpose of filling vacancies or of calling a general meeting.

36. (1) The Trustees shall appoint a Trustee to chair their meetings and may at any time revoke such appointment.

(2) If no-one has been appointed to chair meetings of the Trustees or if the person appointed is unwilling to preside or is not present within ten minutes after the time appointed for the meeting, the Trustees present may appoint one of their number to chair that meeting.

(3) The person appointed to chair meetings of the Trustees shall have no functions or powers except those conferred by these articles or delegated to him or her by the Trustees.

37. (1) A resolution in writing signed by all the Trustees entitled to receive notice of a meeting of Trustees or of a committee of Trustees and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the Trustees or (as the case may be) a committee of Trustees duly convened and held.

(2) The resolution in writing may comprise several documents containing the text of the resolution in like form each signed by one or more Trustees.

38. (1) The Trustees may delegate any of their powers or functions to an individual appointed from time to time to act as executive head of the Centre, and/or to a committee of two or more Trustees, but the terms of any delegation must be recorded in the minute book.

(2) Any such executive head of the Centre shall, unless the Trustees otherwise resolve, be known as the Director of the Ramphal Centre, and is referred to in these articles as the "Director". The Director shall not for the purposes of these Articles be considered to be a Trustee, but the Trustees may in the terms of his appointment confer upon him or all of the rights, powers of a Trustee and may, with his agreement, confer upon him the associated obligations. In any event, the Director shall, save to the extent that the Trustees otherwise resolve, and subject in any event to their own powers and rights, have the normal executive powers that devolve in a company upon a company director who is also chief executive, and shall be given notice of and entitled to attend (but not to vote) at all meetings of the Trustees or committees of the Trustees other than such parts of any such meeting the business of which relates to his employment or the terms thereof.

(2) The Trustees may impose conditions when delegating, including the conditions that:
the relevant powers are to be exercised exclusively by the individual, or as the case may be committee, to whom they delegate;
no expenditure may be incurred on behalf of the Centre except in accordance with a budget previously agreed with the Trustees.

(3) The Trustees may revoke or alter a delegation, but without prejudice to the resulting rights that any employee may have or thereby acquire against the Centre for breach of contract.

(4) Any individual to whom powers or functions are so delegated shall report to the Trustees in such manner as they may from time to time specify in the terms of delegation recorded in the minute book.

(5) All acts and proceedings of any committees must be fully and promptly reported to the Trustees.

39. A Trustee or Director must absent himself or herself from any discussions of the Trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the Centre and any personal interest (including but not limited to any personal financial interest).

40. (1) Subject to paragraph 40(2), all acts done by a meeting of Trustees, or of a committee of Trustees, shall be valid notwithstanding the participation in any vote of a Trustee:
who was disqualified from holding office;
who had previously retired or who had been obliged by the constitution to vacate office;
who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;

if without:
the vote of that Trustee; and
that Trustee being counted in the quorum;
the decision has been made by a majority of the Trustees at a quorate meeting.

(2) Paragraph 40(1) does not permit a Trustee to keep any benefit that may be conferred upon him or her by a resolution of the Trustees or of a committee of Trustees if, but for paragraph 40(1), the resolution would have been void, or if the Trustee has not complied with article 39.

41. If the Centre has a seal it must only be used by the authority of the Director, of the Trustees, or of a committee of Trustees, being a committee authorised by the Trustees. The Trustees may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a the Director or a Trustee and by the secretary or another person from among the Director and the Trustees.

42. The Trustees, or the Director on their behalf, must keep minutes of all:

(1) appointments of officers made by the Trustees;

(2) proceedings at meetings of the Centre;

(3) meetings of the Trustees and committees of Trustees including:
the names of the Trustees present at the meeting;
the decisions made at the meetings; and
where appropriate the reasons for the decisions.

43. (1) The Trustees must prepare for each financial year accounts as required by section 226 (or, if applicable, section 227) of the Act. The accounts must be prepared to show a true and fair view and follow accounting standards issued or adopted by the Accounting Standards Board or its successors and adhere to the recommendations of applicable Statements of Recommended Practice.

(2) The Trustees must keep accounting records as required by sections 221 and 222 of the Act.

44. (1) The Trustees must comply with the requirements of the Charities Act 1993 with regard to:
(a) the transmission of the statements of account to the Centre;
(b) the preparation of an annual report and its transmission to the Commission;
(c) the preparation of an annual return and its transmission to the Commission.

(2) The Trustees must notify the Commission promptly of any changes to the Centre's entry on the Central Register of Charities.

45. Any notice to be given to or by any person pursuant to the articles:

(1) must be in writing; or

(2) must be given using electronic communications.

46. (1) The Centre may give any notice to a member either:
(a) personally; or
(b) by sending it by post in a prepaid envelope addressed to the member at his or her address; or
(c) by leaving it at the address of the member; or
(d) by giving it using electronic communications to the member's address.

(2) A member who does not register an address with the Centre or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the Centre.

47. A member present in person at any meeting of the Centre shall be deemed to have received notice of the meeting and of the purposes for which it was called.

48. (1) Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.

(2) 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.

(3) A notice shall be deemed to be given:
(a) 48 hours after the envelope containing it was posted; or
(b) in the case of an electronic communication, 48 hours after it was sent.

49. The Centre shall indemnify the Director and every Trustee and other officer or auditor of the Centre against any liability incurred by him or her in that capacity in defending any proceedings, whether civil or criminal, in which judgment is given in favour of the person concened or in which the person concerned is acquitted or in connection with any application in which relief is granted to the person concerned by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Centre.

50. (1) The Trustees may from time to time make such reasonable and proper rules or bye laws as they may deem necessary or expedient for the proper conduct and management of the Centre.

(2) The bye laws may regulate the following matters but are not restricted to them:
(a) the admission of members of the Centre (including the admission of organisations to membership) and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members;
(b) the conduct of members of the Centre in relation to one another, and to the Centre's employees and volunteers;
(c) the setting aside of the whole or any part or parts of the Centre's premises at any particular time or times or for any particular purpose or purposes;
(d) the procedure at general meetings and meetings of the Trustees in so far as such procedure is not regulated by the Act or by these Articles;
(e) the establishment and composition of an international advisory board to advise the Trustees and the Director;
(f) generally, all such matters as are commonly the subject matter of company rules.

(3) The Centre in general meeting has the power to alter, add to or repeal the rules or bye laws.

(4) The Trustees must adopt such means as they think sufficient to bring the rules and bye laws to the notice of members of the Centre.

(5) The rules or bye laws, shall be binding on all members of the Centre. No rule or bye law shall be inconsistent with, or shall affect or repeal anything contained in, the memorandum or the articles.

RICHARD BOURNE
26 BENNETT PARK
LONDON
SE39RB
ENGLAND
Dated 19/05/2006