The Companies Acts 1985 and 1989
PRIVATE COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
OF
WORLD OSTRICH ASSOCIATION
Company Registration # 04531253
1. INTERPRETATION
In these Articles:
“the Act”
means The Companies Act 1985
“the Seal”
means the common seal of the Company
“secretary”
means any person appointed to perform the duties of the secretary of the Company
“members(s)”
shall have ascribed to it the meaning as defined in section 22 of the Act and means all members who pay a subscription to the Company and any such other individuals or organisations as shall be added or substituted in accordance with articles 3 and 4 hereof
“associates(s)”
means any individual company partnership or other organisation resident in part of the world
“The Association”
means The Company and vice versa
Expressions referring to writing shall unless the contrary intention appears become 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 thereof in force at the date at which these Articles become binding on the Company. The regulations in Table C schedule to the Companies (Tables A to F) Regulations 1985 shall except where they are varied by or are inconsistent with the Articles apply to the Company.
2. OBJECTS
The Company is established for the objects expressed in the Memorandum of Association.
3. MEMBERS
The subscribers to the Memorandum of Association and such other persons as the Directors shall admit to membership shall be members of the Company. Every member of the Company shall either sign a written consent to become a member or sign the register of members on becoming a member. Regulation 3 of Table C shall be varied accordingly.
4. The Directors may from time to time admit any person organization or body as an additional member and may at their discretion remove any such person organisation or body from the list of members.
5. Membership of the Association shall be open to any individual of 18 years and over or body corporate or unincorporated association.
6. The elected Board shall have the right for good and sufficient reason to reject an application for membership.
7. If any member is convicted on indictment of any relevant criminal offence or is adjudged a bankrupt or makes any composition or arrangement with his creditors under the provisions of any statute or has a trustee appointed for the benefit of his creditors, or is no longer capable of looking after his own affairs, that member shall forthwith cease to be a member of the Association, but any person so ceasing to be a member may be readmitted to membership by the Board at their discretion.
If at any time the Board considers that the conduct of a member is or has been injurious to the Association and that it is in the interest of the Association that the membership of such member be terminated or suspended, the Secretary shall give notice in writing to the member of the termination or suspension (as the case may be) of his membership upon a date not less than 42 days after the date of service of the notice provided that if the Board considers by reason of the nature of the conduct of the member a shorter period of notice is desirable, they may instruct the Secretary accordingly.
The member may appeal against such notice by serving upon the Secretary a notice requesting a hearing before a disciplinary panel.
The Board shall thereupon constitute a disciplinary panel consisting of a Board member and two members, and the Secretary should thereupon inform the member of the date, and time, and place of the hearing of the appeal by the panel and the nature of the complaints against him.
The panel shall consider the appeal as soon as possible either at a meeting or via an internet conference, and the member must be allowed to offer an explanation of his conduct in writing.
The panel unanimously or by a majority may allow the appeal or substitute suspension for termination of membership or dismiss the appeal.
8. Upon ceasing to be a member of the Association a former member forfeits all rights to, and claims upon, the Association.
9. Members of the Association shall pay an annual subscription in advance for each year of membership at such amount as shall be determined by the Board.
10. MEETINGS
It is recognised by the Board of the Association that due to the enormity of time variances, distance and sometimes physical impossibility of attending meetings in person, the Association can and will conduct meetings in a written and video virtual environment including emails, faxes and videoconferencing. These virtual meetings can be held in lieu of any and all physical meetings with the expressed exception of the Annual General Meeting. Furthermore, any physical meeting approved and authorised by the Board, and attended by members of the Board, may be enhanced by any virtual member on the understanding that the virtual member has been pre-registered as detailed below and has declared their intention of virtual attendance at least 48 hours prior to the actual physical meeting.
To ensure propriety of, and recognition of, any and all members in a virtual environment, all members are requested to submit a signed, original letter with the Secretary, explicitly detailing their email address, their main fax number(s) and a chosen personal password phrase of at least 25 letters and words which the Secretary may challenge at any time. Prior to any meeting, the virtual member will inform the Secretary of their email address and password phrase in order to confirm their identity. Should the Secretary be incapacitated or otherwise engaged, the Secretary shall delegate this responsibility to any other authorised Board member or trustee.
All faxes or acknowledged emails pursuant to any meeting between the members regarding Association business, or any subject matter covered by the meetings, shall be considered original, legal and binding as though sent in the form of an original, signed document or as in a personal representation.
11. GENERAL MEETINGS
The Company 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 15 months shall elapse between the date of one Annual General Meeting of the Company and that of the next. Provided that so long as the company holds its first Annual General Meeting no later than 15 December 2003 it need not hold it in the year of its incorporation. The Annual General Meeting shall be held at such time and place as the Directors shall appoint. All general meetings other than Annual General Meetings shall be called Extraordinary General Meetings.
The business of the Annual General Meeting shall include:
Receiving the report from the Chairman of the activities of the Association in the previous year.
Receiving and considering from the Treasurer audit of accounts for the Association for the previous year.
Re-election and or election of the Board members of the Association and fixing the remuneration of the Officers.
12. The Directors may whenever they think fit convene an Extraordinary General Meeting and Extraordinary General Meetings shall also be convened on the requisition of three or more members or in default maybe convened by such requisitionists as provided by Section 368 of the Act. If at any time there are not sufficient Directors capable of acting to form a quorum any Director or any three members of the Company may convene an Extraordinary Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.
13. An Extraordinary General Meeting may be called at any time by the Secretary at the request in writing of 5% or more members.
14. NOTICE OF GENERAL MEETINGS
An Annual General Meeting and a Meeting called for the passing of the Special Resolution shall be called by twenty one days notice in writing at the least and a Meeting of the Company 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 the 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 such persons as are under the Articles of the Company entitled to receive such notices from the Company.
Provided that a Meeting of the Company 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:
a. In the case of a meeting called as the 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 at the Meeting being a majority together representing not less than 95% of the total voting rights at that Meeting of all the members.
c. The accidental omission to give notice of a meeting to or the non-receipt of the notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings of that meeting.
16. PROCEEDINGS AT GENERAL MEETINGS
All business shall be deemed special that is transacted at an Extraordinary General Meeting and also that is transacted at an Annual General Meeting with the exception of the consideration of the accounts balance sheets and the reports of the Directors and Auditors and the appointments of and the fixing of the remuneration of the Auditors.
17. 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 10% of the members present in person or participating as a virtual member together with a minimum of 5 Board members either present or participating as a virtual member shall be a quorum. If within half an hour of 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 Directors may determine.
18. The Chairman if any of the Company shall preside as Chairman at every General Meeting of the Company or if there is no such Chairman of 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 vice Chairman shall preside and if he shall not be present the Secretary shall preside and if the Secretary shall not be present the Treasurer shall preside and if the Treasurer shall not be present the Directors present shall elect one of their number to be Chairman of the Meeting.
19. The Chairman may with the consent of any meeting at which 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.
20. 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 a declaration of the result of the show of hands) demanded:-
a. by the Chairman; or
b. by at least two members present in person or by proxy; or
c. 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.
d. Unless a poll is 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 on 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 such resolution.
e. The demand for a poll may be withdrawn.
21. Except as otherwise provided herein 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 is demanded.
22. In the case of an equality of votes whether on a show of hands or a poll the Chairman of the Meeting at which the show of hands takes place or which the poll is demanded shall be entitled to a second or casting vote.
23. 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.
24. Subject to the provisions of the Act a resolution in writing signed by all the members for the time being entitled to receive notice of and to attend and vote at General Meetings (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a General Meeting of the Company duly convened and held.
25. VOTES OF MEMBERS
Every member shall have one vote.
26. On a poll votes may be given either personally or by proxy.
27. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing. A proxy must be a member of the Company.
28. The instrument appointing the 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 Company or at such other place as is specified for that purpose in the notice convening the Meeting not less than forty eight 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 twenty four hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid.
29. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll and is available from the Secretary.
30. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding a previous liquidation for dissolution 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 liquidation dissolution or revocation as aforesaid shall have been received by the Company at the office before the commencement of the Meeting or adjourned meeting at which the proxy is used.
31. DIRECTORS AND BOARD
All Directors of the Company shall be deemed to be Members.
32. The maximum and minimum numbers of Directors shall be determined by the Company in General Meeting but unless and until so fixed there shall be no maximum number and the minimum number of Directors shall be one.
33. The Association shall be governed by a Board of 11 members with no more than three members being resident in any one country.
34. The officers of the Association shall be the Chairman, Vice Chairman, Secretary and Treasurer.
35. Any Board member may retire giving at least one calendar month’s prior notice in writing to the Secretary. All Board members shall in any event retire at the end of three years from the date of their election but shall be eligible for re-election at that meeting. However on formation of the Association the initial term of office shall be up to four years. After the second year one third of the board shall stand down having been chosen by ballot, the third year another one third and in the fourth year the remaining one third.
36. In the event that a vacancy falls due prior to the AGM the Board may co-opt a member to fill the post who will serve the remaining 3 year term (as in 35) when he may stand for re-election.
37. Where there is more than one application for a vacant post, new Board members shall be elected on the basis of the highest number of votes cast in their favour at the relevant meeting.
38. The Board may appoint such sub-committees as it shall deem necessary and shall determine their terms of reference and composition.
39. POWERS AND DUTIES DIRECTORS
The business of the Company shall be managed by the Board who may pay all expenses incurred in promoting and registering the Company and may exercise all such powers of the Company as are not by the Act or these Articles required to be exercise the Company in General Meeting but no regulation made by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.
40. All cheques promissory notes drafts bills of exchange an other negotiable instruments and all receipts for monies paid to the Company shall be signed drawn accepted endorsed or otherwise executed as the case may be in such manner as the Directors from time to time by resolution determine.
41. The Directors shall cause Minutes to be made in books provided for the purpose:
a. of all appointments of officers made to the Directors;
b. of the names of the Directors present at each Meeting of the Directors and of any Committee of the directors;
c. of all resolutions and proceedings at all meetings of the Company and of the Directors and of Committees of the Directors.
42. DISQUALIFICATION OF DIRECTORS
The office of Director shall be vacated if the member:
a. becomes bankrupt or makes any arrangement or composition with his creditors generally; or
b. becomes prohibited from being a Director by reason of any order made under Sections 295 to 300 (inclusive) of the Act; or
c. becomes incapable by reason of mental disorder illness or injury of managing and administering his property and affairs; or
d. resigns his office by notice in writing to the Company.
43. A Director notwithstanding that he or any person connected with him has an interest or duty which is material and which conflicts or may conflict with the interests of the Company may vote in respect of any Contract transaction or arrangement and may be counted in the quorum present at any meeting.
44. No Director shall be required to retire or vacate his office or be ineligible for re-appointment as a Director nor shall any person be ineligible for appointment as a Director by reason of his having attained any particular age.
45. The Company may be ordinary resolution of which special notice has been given in accordance with Section 379 of the Act remove any Director before the expiration of his period of office notwithstanding anything in these Articles or in any Agreement between the Company and such Director.
46. PROCEEDINGS OF DIRECTORS
The Directors may meet together for the despatch 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 Director may and the Secretary on the requisition of a member of the Directors shall at any time summon a meeting of the Directors.
47. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed shall be at least 51% of the members for the time being of the Directors present in person.
48. The continuing Directors may act notwithstanding any vacancy in their body but if and so long as their number is reduced below the number fixed by all pursuant to the Articles of the Company as the necessary quorum of the numbers of the Directors the continuing members or Directors may act for the purpose of increasing the number of Directors to that number or of summoning a General Meeting of the Company but for no other purpose.
49. INDEMNITY
The officers of the Association shall not be liable (otherwise than as members) for any loss suffered by the Association as a result of the discharge of their respective duties on its behalf (except where such loss results from their willful neglect or default), and they shall be entitled to an indemnity out of the assets of the Association for all expenses and other liabilities incurred in the discharge of their respective duties.
Name and address of Subscriber
Dated: 12 September 2002
RESOLUTION OF THE BOARD OF DIRECTORS
OF THE
WORLD OSTRICH ASSOCIATION
On November 1, 2003, the World Ostrich Association Board of Directors voted favorably to adopt the following Resolution to be presented to the World Ostrich Association membership for approval by majority vote as required by law. This Resolution was presented to the Membership on December 1, 2003 at the membership Annual General Meeting and was approved by the WOA Membership:
RESOLUTION
BE IT RESOLVED that the World Ostrich Association Board of Directors shall appoint a Nominating Committee from within its group consisting of three Directors presently serving on the Board of the World Ostrich Association. The Nominating Committee shall be selected by the Board 120 days, or more, before each AGM of the World Ostrich Association. The purpose of the Nominating Committee is to ensure candidates wishing to serve on the Board of Directors are fully apprised of the duties that will be expected of them and are capable of functioning satisfactorily in an e-mail environment. The committee will:
1. Receive the nominations of individuals from the general membership who wish to have a certain individual (or self) put on the election ballot for the position of Director at the following AGM:
A: The Nominating Committee will organize each year and put out a notice, no less than 90 days before the AGM, to the general membership that nominations for the upcoming election to the position of Director are OPEN, meaning that the committee is ready to receive nominations.
B: The Nominating Committee will close the list for nominations from the general membership exactly 60 days before the AGM.
C: The Nominating Committee will begin training and reviewing the nominated individuals from the close of the list until exactly 30 days before the AGM.
The Nominating Committee tasks with the nominees will be to:
1. Train the nominees on how the Board of Directors functions in meetings, makes decisions and votes on the internet.
2. Educate the nominees on the Principles, Purpose and Goals of the World Ostrich Association.
D: During the training period the Nominating Committee will ascertain the skill level and intent of the nominee to serve as a potential Director:
1. Is the nominee a good communicator by email (100% of the Board of Director communication is by email)?
2. Does the nominee have good development skills to create computer documents, open documents sent by others, read and interpret simple spreadsheets and do all this by email communications alone?
3. Does the nominee actively participate with ideas, solutions and alternatives?
4. Does the nominee totally understand the basic Principles, Purpose and Goals of the World Ostrich Association and can he/she be of assistance to help implement those ideals for the World Ostrich Association?
5. Does the nominee work together with others to implement the basic Principles, Purpose and Goals of the World Ostrich Association as his/her primary consideration, working for the good of all rather than the good of one?
6. Does the nominee have the time to read and respond to emails daily and the time to take on extra duties and tasks so that he/she can carry an equal and fair share of the workload of the Board of Directors?
7. Does the nominee ask questions on subjects he/she does not understand? Does the nominee ask for clarification from others on confusing subjects? Does the nominee try to understand the viewpoint of others and is able to negotiate views or find a compromise between opposing views?
8. Does the nominee complete simple tasks on time and in an accurate manner without confusion or dishonesty?
E: If all the above questions can be answered YES for any nominee being trained and reviewed by the Nominating Committee, then the Nominating Committee shall make a recommendation to the Board of Directors that the nominee be placed on the election ballot for the next AGM. The Nominating Committee shall submit its nominee recommendations to the Board of Directors no less than 30 days before that AGM.
2. The Nominating Committee will be responsible for observing and reviewing the activities of every newly elected Board of Director for the first 90 days (qualifying period) after the election of the nominee. Should the newly elected Director begin to be non-participating, or begin to seriously violate any of the items stated in paragraph D, 1 through 8 above, then the nominating Committee will request the Board of Directors to ask the offending Director to voluntarily terminate his/her position or otherwise be permanently terminated by the Board.
BE IT SO RESOLVED by the World Ostrich Association Board of Directors.
Name and address of Subscriber
Dated: 12 September 2002
Craig Culley Secretary
World Ostrich Association
33 Eden Grange
Little Corby
Carlisle UK CA4 8QW
Tel +44 1228 562 923
Fax +44 1228 562 187