COMPANY LIMITED BY GUARANTEE AND NOT HAVING
A SHARE CAPITAL
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ARTICLES OF ASSOCIATION OF
INTERNATIONAL FEDERATION OF PROFESSIONAL AROMATHERAPISTS
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Adopted by special resolution of the Company October 2002 - Amended 26th April 2003
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1. INTERPRETATION
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In these articles:-
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“the Act”
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means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force
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“Chairperson”
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means the chairperson of the Federation (as defined below)
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“Commissioners”
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means the body of Charity Commissioners for England and Wales as described in Charities Act 1992
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“Council”
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means the council defined in Article 7
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“Council Member”
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means a member of the Council
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“Federation”
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means the company intended to be regulated by these Articles
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“Membership”
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means all the members of the Federation as are described in Article 2 and “Member” shall be construed accordingly
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“Memorandum”
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means the memorandum of association of this company
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"Office”
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means the registered office of the Federation
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"Seal"
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means the common seal of the Federation if it has one
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“Secretary”
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means the secretary of the Federation
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“Treasurer”
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means the treasurer of the Federation
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Words importing the masculine gender only shall include the feminine gender.
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Subject as aforesaid, words or expressions contained in these Articles shall, unless the context requires otherwise, bear the same meaning as in the Act.
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2. MEMBERS
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2.1 The subscribers to the memorandum and such other persons as are admitted to Membership in accordance with the rules made under Article 25 shall be Members of the Federation. No person shall be admitted a Member of the Federation unless his application for membership is approved by the Council.
2.2 Membership of the Federation shall be open to all individuals who meet the professional standards set from time to time by the Council for the practice of aromatherapy. The Council may also set such additional requirements or conditions for Membership as it may deem necessary in the best interests of the Federation and the public.
2.3 Unless the Council Members or the Federation in general meeting shall make other provision under Article 25, the Council Members may, in their absolute discretion permit any member of the Federation to retire, provided that after such retirement the number of Members is not less than two.
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3. GENERAL MEETINGS
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4. NOTICE OF GENERAL MEETINGS
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4.1 Notice of an AGM must be communicated to all Members and the auditors at least thirty (30) days prior to the meeting and shall specify the meeting as such. The notice shall specify the time and place of the meeting and the general nature of the business to be transacted.
4.2 Before Notice of an AGM is given, the Members shall be able to submit notice of any resolutions or motions to be debated at an AGM. These must be submitted in writing to the Secretary at the registered office forty (40) days prior to the meeting.
4.3 A resolution proposed by a Member to be considered at an AGM must be proposed in writing by a Member, seconded by two Members and must arrive at the registered office of the Federation forty (40) days prior to the AGM so that they can be included in the Notice of an AGM sent in accordance with Article 4.1.
4.4 An extraordinary general meeting ("EGM") may be called if the Council deems it necessary. An EGM may also be requisitioned by fifty persons entitled to vote upon the business to be transacted, each being a Member, or Members representing not less than one-tenth of the total voting rights of all the Members having at the date of deposit of the requisition a right to vote at general meetings, whichever is the lesser, provided that the requisition states the objects of the meeting and is signed by the requisitionists and deposited at the office of the Federation. The requisition may consist of several documents in like form each signed by one or more requisitionists.
4.5 Notice of an EGM must be communicated to all members at least twenty one (21) days prior to the meeting. The notice shall specify the time and place of the meeting and the general nature of the business to be transacted.
4.6 An AGM or an EGM may be called by shorter notice than that provided for in 4.1 and 4.5 above if it is so agreed:
4.6.1 in the case of an AGM, by all the Members entitled to attend and vote; and
4.6.2 in the case of an EGM, by a majority in number of Members having a right to attend and vote, being a majority together holding not less than 95 percent of the total voting rights a the meeting of all the Members.
4.7 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 the meeting.
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5 PROCEEDINGS AT GENERAL MEETINGS
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5.1 No business shall be transacted at any meeting unless a quorum is present. Thirty persons entitled to vote upon the business to be transacted, each being a Member, or one tenth of the total number of Members for the time being, whichever is the lesser, shall constitute a quorum.
5.2 If a quorum is not present within one (1) hour from the time appointed for the meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to such time and place as the Members present may determine, which day shall be within one (1) calendar month of the original date. The date and time of the reconvened meeting shall immediately be circulated to all Members, and if at the adjourned meeting a quorum is still not present at the end of one (1) hour from the time appointed for the meeting, the Members present shall constitute a quorum.
5.3 The Chairperson if any, of the Council or in his absence some other Council Member nominated by the Council shall preside as chairman of the meeting, but if neither the Chairperson nor such other Council Member (if any) be present within thirty minutes after the time appointed for holding the meeting and willing to act, the Council Members present shall elect one of their number to be chairman and, if there is only one Council Member present and willing to act, he shall be chairman.
5.4 If no Council Member is willing to act as chairman, or if no Council Member is present within thirty 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.
5.5 The Council Member shall be entitled to attend and speak at any general meeting.
5.6 Any Member entitled to attend and vote at a meeting is entitled to appoint another person who is also a Member as his proxy to attend and vote instead of him; a proxy appointed to attend and vote instead of a Member has also the same right as the Member to speak at the meeting. A Member is not entitled to appoint more than one proxy to attend on the same occasion. A proxy may vote on a show of hands or a poll.
5.7 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 Act, a poll may be demanded:
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a. by the chairman; 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;
and a demand by a person as proxy for a Member shall be the same as a demand by the Member
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5.8 .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.
5.9 The demand for a poll may be withdrawn, before the poll is taken, but only with the consent of the chairman. The withdrawal of a demand for a poll shall not invalidate the result of a show of hands declared before the demand for the poll was made.
5.10 A poll shall be taken as the chairman directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the results of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.
5.11 A poll demanded on the election of a chairman or on a question of adjournment shall be taken immediately. A poll demanded on any other question shall be taken either immediately or at such time and place as the chairman directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent continuance of a meeting for the transaction of any business other than the question on which the poll is 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.
5.12 No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In other cases at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken.
5.13 At an AGM, the Members will consider the election or re-election of Council Members and the Members will receive reports from the Chairperson, Secretary and Treasurer.
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6 VOTES OF MEMBERS
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6.1 Every Member shall have one vote.
6.2 No Member shall be entitled to vote at any general meeting unless all moneys then payable by him to the Federation have been paid.
6.3 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.
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7 THE COUNCIL
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7.1 Unless otherwise determined by special resolution, the Council Members shall not be less than 11 nor more than 19 in number.
7.2 The first Council Members shall be those persons named in the statement delivered pursuant to section 10(2) of the Act, who shall be deemed to have been appointed under the Articles. Future Council Members shall be appointed as provided subsequently in the Articles.
7.3 The Council shall consist of Members elected by vote of the Members pursuant to Article 11 and will be accountable to the Membership.
7.4 The Council will be made up of individuals holding roles as Chairperson, two Vice chairpersons, Secretary and Treasurer. Other areas of responsibility shall include, but not be limited to, education & training, accreditation & examination, publicity & public relations, research & scientific, membership, international, government & regulation, publications, conference and trade & industry.
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8 POWERS OF THE COUNCIL
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8.1 Subject to the provisions of the Act, the Memorandum and the Articles and to any directions given by special resolution, the business of the Federation shall be managed by the Council Members who may exercise all the powers of the Federation. No alteration of the Memorandum or the Articles and no such direction shall invalidate any prior act of the Council Members which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the Council Members by the Articles and a meeting of Council Members at which a quorum is present may exercise all the powers exercisable by the Council Members.
8.2 In addition to all powers hereby expressly conferred upon them and without detracting from the generality of their powers under the Articles, the Council Members shall have the following powers, namely:
8.2.1 to expend the funds of the Federation in such manner as they shall consider most beneficial for the achievement of the objects set out in paragraph 3 of the Memorandum and to invest in the name of the Federation such part of the funds as they may see fit and to direct the sale or transposition of any such investments and to expend the proceeds of any such sale in furtherance of such objects of the Federation.
8.2.2 to enter into contracts on behalf of the Federation.
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9 APPOINTMENT AND RETIREMENT OF COUNCIL MEMBERS
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,1 At the first AGM all the Council Members shall retire from office.
9.2 Council Members must be elected to a defined position (e.g. Treasurer) on the Council and not just as a Council Member.
9.3 Council Members may hold their position for two years, without re-election, subject to their willingness to serve. Council Members may serve a maximum of three consecutive terms (i.e. six years), with no more than two terms in any one position except that the period served by the first Council Members up to the first AGM shall not be included in calculating the number of terms served by a Council Member. After a break of two years from the last day of their third consecutive term the Member may seek re-election to the Council. A Council Member shall not be required to retire by rotation.
9.4 If, after an AGM, a position remains vacant, then the Council may at their discretion co-opt a Member to fill that vacancy. A co-opted Member of the Council shall hold office only until the next following AGM and shall vacate office at the conclusion thereof unless reappointed at that AGM. Co-opted members of the Council are not entitled to vote at Council meetings.
9.5 If a Member of the Council resigns, dies or vacates his/her position during his/her term of office, then the Council may at their discretion co-opt a Member to fill that vacancy or that vacancy may be filled either by a Vice chairperson or another Council Member. This Member shall only hold office until the next following AGM and shall vacate office at the conclusion thereof unless re-appointed at that AGM.
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10 DISQUALIFICATION AND REMOVAL OF COUNCIL MEMBERS
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A Council Member shall cease to hold office if s/he:
10.1 ceases to be a Council Member by virtue of any provision in the Act or is disqualified from acting as a Council Member by virtue of section 45 of the Charities Act 1992 (or any statutory re-enactment or modification of that provision); or
10.2 becomes incapable by reason of mental disorder, illness or injury of managing and administering his/her own affairs; or
10.3 resigns his/her office by notice to the Federation (but only if at least two Council Members will remain in office when the notice of resignation is to take effect); or
10.4 is absent without the permission of the Council Members from two consecutive meetings and otherwise in accordance with Article 14.9 and the Council Members resolve that his/her office be vacated.
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11. ELECTION OF COUNCIL MEMBERS
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11.1 Election of the Council shall be by postal voting a minimum of 30 days before the scheduled date for the AGM unless the appointment is pursuant to Articles 7.2, 9.4 or 9.5.
11.2 Any Member can nominate another Member, who has been a Member of the Federation for at least twelve months, for election to the Council, providing the Member has obtained the prior consent of the Member to be nominated.
11.3 Nominations in writing must be submitted forty (40) days prior to the AGM and must include an approved proposer and seconders. Each nomination must be accompanied by a short personal statement and biographical notes or similar, for distribution to the Members with the notice of AGM.
11.4 Members should return the postal ballot forms to the registered office of the Federation a minimum of 72 (seventy two) hours before the scheduled time for the start of the AGM, at which function the results of the postal ballot for Council Members will be announced.
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12 COUNCIL MEMBERS' EXPENSES
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The Council Members may be paid all reasonable travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Council Members or committees of Council Members or general meetings or otherwise in connection with the discharge of their duties.
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13 COUNCIL MEMBERS' INTERESTS
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13.1 Except to the extent permitted by clause 6 of the Memorandum, no Council Member shall take or hold any interest in property belonging to the Federation or receive remuneration or be interested otherwise than as a Council Member in any other contract to which the Federation is a party.
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14 COUNCIL MEETINGS [1]
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14.1 Subject to the provisions of the Articles, the Council Members may regulate their proceedings as they think fit.
14.2 The Council will meet not less than four (4) times per year.
[2] In these Articles, the expression ‘meeting’ includes, except where inconsistent with any legal obligation:
·A physical meeting;
·A video conference, an internet video facility or similar electronic method allowing simultaneous visual and audio participation;
and
·Telephone conferencing
The Council will meet not less than six times per year. A minimum of four of these will be physical meetings.
14.3 Additional meetings may be called at the discretion of the Council should it be deemed necessary. Council Members must receive reasonable notice of an additional meeting. It shall not be necessary to give notice of a meeting to a Council Member who is absent from the United Kingdom.
14.4 A quorum at a meeting of the Council shall be seven (7) Council Members. The Council Members may act notwithstanding any vacancies in their number, but, if the number of Council Members is less than the number fixed as the quorum, the continuing Council Members or Council Member may act only for the purpose of filling vacancies or calling an EGM.
14.5 The Chairperson will not have a vote unless there is a tied vote in which case the Chairperson will then have the casting vote.
14.6 The Council may appoint one or more committees for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Council would be more conveniently undertaken or carried out by a committee: Provided that all acts and proceedings of any such committees shall be fully and promptly reported to the Council for their approval.
14.7 The committee, with the approval of the Council, may appoint one or more subcommittees for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the committee would be more conveniently undertaken or carried out by a subcommittee: Provided that all acts and proceedings of any such subcommittees shall be fully and promptly reported to the committee that appointed it so that they may report all acts and proceedings fully and promptly to the Council for their approval.
14.8 The Council, committees and subcommittees of the Federation must keep accurate and detailed records of their deliberations and discussions. Records of attendance at meetings must also be recorded.
14.9 If a Member misses two consecutive meetings, s/he may be required to resign, unless there were exceptional circumstances which prevented the Member from attending. The Council shall request details of the exceptional circumstances from the Council Member in writing within 14 days of the second consecutively missed meeting. The Member shall have 14 days in which to respond and the Council shall, at the next Council meeting, have the power to consider such circumstances and decide whether the circumstances were exceptional.
14.10 A resolution in writing, signed by all the Council Members entitled to receive notice of a meeting of Council Members or of a committee of Council Members, shall be as valid and effective as if it had been passed at a meeting of Council Members or (as the case may be) a committee of Council Members duly convened and held. Such a resolution may consist of several documents in the same form, each signed by one or more of the Council Members.
14.11 All acts done by a meeting of Council Members, or of a committee of Council Members, shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Council Member, or that any of them were disqualified from holding office, had vacated office or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Council Member and had been entitled to vote.
14.12 [3]The Chairperson, in consultation and agreement with at least two other Council members, shall be empowered to deal with all matters of an urgent nature that cannot be deferred to the next full Council meeting. Urgency must be able to be demonstrated to the full Council at a later date.
[1] Amended by special resolution dated 26 April 2003
[2] Amended by special resolution dated 16 September 2006
[3] Amended by special resolution dated 16 September 2006
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15 COMMITTEES AND SUBCOMMITTEES
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15.1 The Council may establish committees consisting of Council Members. The duties of such committees shall be clearly defined and agreed by the Council. The recommendations of the committee must be approved by the Council as only the Council is empowered to make decisions.
15.2 The committees may appoint subcommittees provided that the Council ratifies their members and that the chairing of such a subcommittee remains with a Council Member. The subcommittees must make recommendations to the committee and the committee shall then make recommendations to the Council. The subcommittee is not able to make decisions.
15.3 Subcommittees shall have the power to co-opt specialist or other informed individuals provided that such co-option does not exceed one year at a time.
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16 SUBSCRIPTIONS
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16.1 All Members shall pay the appropriate subscription to the Federation as may be fixed from time to time by resolution of the Council. Payment must be made by the due date.
16.2 Failure to pay the subscription fee by the due date will result in action being taken that could result in a member’s expulsion from the Federation
a) Not sooner than thirty (30) days after the due date the Treasurer shall send a letter to the Member advising him/her that the subscription fee is outstanding and unless payment in full is received within thirty (30) days their Membership will have lapsed and the certificate issued to them by the Federation must be returned to the Federation.
b) On expiry of the thirty day period described in (a) above, membership of such Member who has failed to pay their subscription fee shall have lapsed.
c) Should an individual who has allowed his membership to lapse wish to renew his subscription at a later date, he may only do so after payment of an additional administrative fee to be decided by the Council from time to time.
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17 FEDERATION FUNDS
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17.1 The Council shall cause a proper record to be kept of all financial, legal and other matters appertaining to the operation of the Federation.
17.2 The funds of the Federation shall be kept in a recognised reputable banking facility with monies over and above current use kept in a deposit account. On going day-to-day expenses may be held in a current account.
17.3 For the purposes of holding Members' monies (third party) payable to the insurance company a second deposit account will be held. All insurance premiums will be held in this account until the insurance company requires payment.
17.4 [9] The Council shall appoint auditors to examine and report bi-annually upon the financial records of the Federation for presentation to the members at the AGM.
[9] Amended by special resolution dated 16 September 2006
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18 MINUTES
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18.1 The Council Members shall keep in books kept for the purpose minutes:
18.1.1 of all appointments of officers made by the Council Members; and
18.1.2 of all proceedings at meetings of the Federation and of the Council Members and of committees of Council Members including the names of the Council Members present at each such meeting.
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19 THE SEAL
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19.1 The Seal shall only be used by the authority of the Council Members or of a committee of Council Members authorised by the Council Members. The Council Members may determine who shall sign any instrument to which the Seal is affixed and unless otherwise so determined it shall be signed by a Council Member and by the Secretary or by a second Council Member.
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20 ACCOUNTS
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20.1 Accounts shall be prepared in accordance with the provisions of Part VII of the Act.
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21 ANNUAL REPORT
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21.1 The Council Members shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that act) with regard to the preparation of an annual report and its transmission to the Commissioners.
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22 ANNUAL RETURN
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22.1 The Council Members shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that act) with regard to the preparation of an annual return and its transmission to the Commissioners.
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23 NOTICES
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23.1 Any notice to be given to or by any person pursuant to the Articles shall be in writing except that a notice calling a meeting of the Council Members need not be in writing.
23.2 The Council may give any notice to a Member either personally or by sending it by recorded delivery in an envelope addressed to the Member at his registered address. Proof that an envelope was properly addressed and sent by recorded delivery shall be conclusive evidence that the notice was given.
23.3 A Member present in person at any meeting of the Federation shall be deemed to have received notice of the meeting and, where necessary, of the purposes for which it was called.
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24 INDEMNITY
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24.1 Subject to the provisions of the Act every Council Member or other officer or auditor of the Federation shall be indemnified out of the assets of the Federation against any liability incurred by him in that capacity 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 Federation.
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25 RULES
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25.1 The Council Members may from time to time make such rules or bye-laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Federation and for the purposes of prescribing classes of and conditions of Membership, and in particular but without prejudice to the generality of the foregoing, they may by such rules or bye laws regulate:
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25.1.1 the admission and classification of Members of the Federation (including the admission of organisations to Membership) and the rights and privileges of such Members, and the conditions of Membership and the terms on which Members may resign or have their Membership terminated and the entrance fees, subscriptions and other fees or payments to be made by Members;
25.1.2 the conduct of Members of the Federation in relation to one another, and to the Federation's servants;
25.1.3 the setting aside of the whole or any part or parts of the Federation's premises at any particular time or times or for any particular purpose or purposes;
25.1.4 the procedure at general meetings and meetings of the Council Members and committees of the Council Members in so far as such procedure is not regulated by the Articles;
25.1.5 generally, all such matters as are commonly the subject matter of company rules.
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25.2 The Federation in general meeting shall have power to alter, add to or repeal the rules or bye laws and the Council Members shall adopt such means as they think sufficient to bring to the notice of Members of the Federation all such rules or bye laws, which shall be binding on all Members of the Federation. Provided that no rule or bye-law shall be inconsistent with, or shall affect or repeal anything contained in, the Memorandum or the Articles.
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Dated: 6th day of March 2002
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