Articles Of Association Of A Company Limited By Guarantee And Not Having A Share Capital - Legal Draft

Precedent No. 3 ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY

GUARANTEE AND NOT HAVING A SHARE CAPITAL

Interpretation

1. (1) In these articles—

(a) "the Act" means the Companies Act, 1956.

(b) "the Seal" means the common seal of the company.

(2) Unless the context otherwise requires, words or expressions

contained in these regulations shall bear the same meaning as in the Act

or any statutory modification, thereof in force at the date at which

these regulations become binding on the company.

Members

1. The number of members with which the company proposes to be

registered is 500, but the Board of directors may, from time to time,

whenever the company or the business of the company requires it,

register an increase of members.

1. The subscribers to the memorandum and such other persons as the

Board shall admit to membership shall be members of the company.

General Meetings

1. All general meetings other than annual general meetings shall be

called extraordinary general meetings.

1. (1) The Board may, whenever it thinks fit, call an extraordinary

general meeting.

(2) If at any time there are not within India directors capable of

acting, who are sufficient in number to form a quorum, any director or

any two members of the company may call an extraordinary general meeting

of the same manner as nearly as possible, as that in which such a

meeting may be called by the Board.

Proceedings at General Meetings

1. (1) No business shall be transacted at any general meeting unless

aquorum of members is present at the time when the meeting proceeds

tobusiness.

(2) Save as herein otherwise provided, five members present in person

shall be a quorum.

1. (1) If within half an hour from the time appointed for holding the

meetinga quorum is not present, the meeting, if called upon the

requisition of members,shall be dissolved.

(2) In any other case, 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 Board may determine.

(3) If at the adjourned meeting a quorum is not present within

half an hour from the time appointed for the meeting, the members

present shall be a quorum.

1. The chairman, if any, of the Board shall preside as chairman at

everygeneral meeting of the company.

1. If there is no such chairman, or if he is not present within fifteen

minutesafter the time appointed for holding the meeting, or is unwilling

to act aschairman of the meeting, the directors present shall elect one

of their number tobe chairman of the meeting.

1. If at any meeting 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 shall choose one

of their number to be chairman of the meeting.

1. (1) The chairman may, with the consent of any 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.

(2) No business shall be transacted at any adjourned meeting other

than the business left unfinished at the meeting from which the

adjournment took place.

(3) 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.

(4) Save as aforesaid, it shall not be necessary to give any

notice of any adjournment or of the business to be transacted at an

adjourned meeting.

1. In the case of an equality of votes, whether on a show of hands

or on a poll, the chairman of the 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.

1. Any business other than that upon which a poll has been

demanded may be proceeded with, pending the taking of the poll.

Votes of Members

1. Every member shall have one vote.
2. A member of unsound mind, or in respect of whom an order has

been made by any court having jurisdiction in lunacy, may vote, whether

on a show of hands or on a poll, by his committee or other legal

guardian, and any such committee or guardian may, on a poll, vote by

proxy.

1. No member shall be entitled to vote at any general meeting

unless all sums presently payable by him to the company have been paid.

1. (1) 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 given or tendered, and every vote not disallowed at such

meeting shall be valid for all purposes.

(2) Any such objection made in due time shall be referred to the

chairman of the meeting, whose decision shall be final and conclusive.

1. A vote given in accordance with the terms of an instrument of proxy

shallbe valid notwithstanding the previous death or insanity of the

principal or therevocation of the proxy or of the authority under which

the proxy was executed:

Provided that no intimation in writing of such death, insanity,

revocation or transfer shall have been received by the company at its

office before the commencement of the meeting or adjourned meeting at

which the proxy is used.

Board of Directors

1. The number of the directors and the names of the first directors

shall bedetermined in writing by the subscribers of the memorandum or a

majority ofthem.

1. (1) The remuneration of the directors shall, insofar as it consists

of amonthly payment, be deemed to accrue from day-to-day.

(2) The directors may also be paid all travelling, hotel and other

expenses properly incurred by them—

(a) in attending and returning from meeting of the Board or any

committee thereof or general meetings of the company; or

(b) in connection with the business of the company.

Proceedings of Meetings of Board

1. (1) The Board of directors may meet for the despatch of business,

adjournand otherwise regulate its meetings, as it thinks fit.

(2) A director may, and the manager or secretary on the requisition of a

director shall, at any time, summon a meeting of the Board.

1. (1) Save as otherwise expressly provided in this Act, questions

arising atany meeting of the Board shall be decided by a majority of

votes.

(2) In case of an equality of votes, the chairman shall have a second or

casting vote.

1. The continuing directors may act notwithstanding any vacancy in

the Board; but, if and so long as their number is reduced below the

quorum fixed by the Act for a meeting of the Board, the continuing

directors or director may act for the purpose of increasing the number

of directors to that fixed for the quorum, or of summoning a general

meeting of the company, but for no other purpose.

1. (1) The Board may elect a chairman of its meetings and

determine the period for which he is to hold office.

(2) If no such chairman is elected, or if at any meeting the chairman is

not present within five minutes after the time appointed for holding the

meeting, the directors present may choose one of their number to be

chairman of the meeting.

1. (1) The Board may, subject to the provisions of the Act, delegate

any of itspowers to a committee consisting of such member or members of

its body as itthinks fit.

(2) Any committee so formed shall, in the exercise of the powers so

delegated, conform to any regulations that may be imposed on it by the

Board.

1. (1) A committee may elect a chairman of its meetings.

(2) If no such chairman is elected, or if at any meeting the chairman is

not present within five minutes after the time appointed for holding the

meeting, the members present may choose one of their number to be

chairman of the meeting.

1. (1) A committee may meet and adjourn as it thinks proper.

(2) Questions arising at any meeting of a committee shall be determined

by a majority of votes of the members present, and in case of an

equality of votes, the chairman shall have second or casting vote.

1. All acts done by any meeting of the Board or of a committee

thereof, orby any person acting as a director, shall, notwithstanding

that it may beafterwards discovered that there was some defect in the

appointment of any oneor more of such directors or of any person acting

as aforesaid, or that they or anyof them were disqualified, be as valid

as if every such director or such personhad been duly appointed and was

qualified to be a director.

1. Save as otherwise expressly provided in the Act, a resolution

inwriting, signed by all the members of the Board or a committee

thereoffor the time being entitled to receive notice of a meeting of the

Boardor committee, shall be as valid and effectual as if it had been

passed ata meeting of the Board or committee, duly convened and held.

Manager or Secretary

1. (1) A manager or secretary may be appointed by the Board forsuch

term, at such remuneration and upon such conditions as it maythink fit,

and any manager or secretary so appointed may be removedby the Board.

(2) A director may be appointed as manager or secretary.

1. A provision of the Act or these regulations requiring orauthorising

a thing to be done by or to a director and the manager orsecretary shall

not be satisfied by its being done by or to the sameperson acting both

as director and as, or in place of, the manager orsecretary.

The Seal

1. (1) The Board shall provide for the safe custody of the seal.

(2) The seal of the company shall not be affixed to any instrument

except by the authority of a resolution of the Board of directors and

except in the presence of at least two directors and of the secretary or

such other person as the Board may appoint for the purpose; and those

two directors and the secretary or other person as aforesaid shall sign

every instrument to which the seal of the company is so affixed in their

presence.