1. Definitions and interpretation

In these articles:

• “the Act” means the Companies Act 1985;
• “CA 2006” means the Companies Act 2006;
• “Committee” means the management committee of the Company;
• “Member” means a person who meets the criteria in article 3 and is member of the company;
• “person” means an individual, firm, company or statutory undertaker;
• “the seal” means the common seal of the Company;
• “Secretary” means any person appointed to perform the duties of the secretary of the Company;
• “the United Kingdom” means Great Britain and Northern Ireland;
• Expressions referring to writing shall, unless the contrary intention appears, be 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 of the Act in force at the date at which these articles become binding on the Company.

2. Objects
   • The Company is established for the objects expressed in the memorandum of association
3. Members
   • The liability of the Members is limited to £1, being the amount that each Member undertakes to contribute to the assets of the Company in the event of its being wound up while he is a Member or within one year after he ceases to be a Member, for:
     • payment of the Company’s debts and liabilities contracted before he ceases to be a Member;
     • payment of the costs, charges and expenses of winding up; and
     • adjustment of the rights of the contributories among themselves.
   • No person shall become a Member unless:
     • that person meets the criteria for the relevant type of membership;
     • that person has completed an application for the relevant type of membership;
     • that person has agreed to pay the relevant membership fee; and
     • the Committee has approved the application.
   • An application for membership may be approved or rejected by the Committee. The Committee shall have the right for good and sufficient reason to terminate the membership of any member provided that the member concerned shall have a right to be heard before a final decision is made.
   • The criteria for the various types of membership is as follows:
     • Individual Membership: must be an individual
     • Academic: must be an institution providing higher education in the precision engineering sector.
     • Academic Plus: must be an institution providing higher education in the precision engineering sector.
     • Corporate Membership: must be a commercial organisation.
     • Corporate Plus: must be a commercial organisation.
     • Sponsoring Membership: must be an organisation.
     • Student Membership: must be an individual who is a student or researcher registered for a Masters or PhD or equivalent course within the precision engineering sector at a recognised international higher education institution.
     • Honorary Membership: must have been an existing memberand awarded an honorary membership by the Committee.
   • Unless the members of the Committee or the Company in general meeting shall make other provision pursuant to the powers contained in article19, the Committee members may in their absolute discretion permit any member of the Company to retire provided that after such retirement the number of members is not less than three.
4. General meetings
   • The Company shall 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 within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The Annual General Meeting shall be held at such time and place as the Committee shall appoint.
   • The Committee may, whenever it thinks fit, convene a general meeting, and general meetings shall also be convened on such requisition, or, in default, may be convened by such requisitions, as provided by CA 2006. If at any time there are not within the United Kingdom sufficient members of the Committee to form a quorum, any member of the Committee or any 2 members of the Company may convene a general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Committee.
5. Notice of general meetings
   • All General Meetings (including the Annual General Meeting) shall be called by at least 14 days’ notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day of the meeting and shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business and shall be given, in manner mentioned below 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:
     • in the case of the Annual General Meeting, by all the members entitled to attend and vote; and
     • in the case of any other meeting, by a majority 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.
   • 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 that
6. Proceedings at general meetings
   • The business to be transacted at an Annual General Meeting shall include the consideration of the accounts, balance sheets, and the reports of the Committee and auditors, the election of members of the Committee in the place of those retiring and the appointment of, and the fixing of the remuneration of, the auditors;
   • 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; 3 members who are eligible to vote and present in person shall be a quorum unless the meeting is an Annual General Meeting at which the quorum shall be 6 members who a eligible to vote and present in person. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved; in any other case it shall be adjourned to the same day in the next week, at the same time and place, or to such other day and at such time and place as the Committee may determine;
   • The Chairman, if any, of the Committee shall chair every general meeting of the Company, or if there is no such chairman, or if he shall not be present within 15 minutes after the time appointed for the holding of the meetings or is unwilling to act, the members of the Committee present shall elect one of their number to chair the meeting;
   • If at any meeting no Committee member is willing to act as chairman or if no Committee member is present within 15 minutes after the time appointed for holding the meeting, the members present shall choose one of their number to chair the meeting;
   • 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, 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 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting;
   • 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 the declaration of the result of the show of hands) demanded:
     • by the chairman; or
     • by at least 2 members present;
     • by any member or members present in person and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting;
   • 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 an entry to that effect in the minutes of 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;
   • The demand for a poll may be withdrawn;
   • In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to a second or casing vote;
   • A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken imm A poll demanded on any other question shall be taken at such time and in such manner as the chairman of the meeting directors, and any business other than that upon which a poll has been demanded may proceed pending the taking of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded;
   • Subject to the provisions of the Act, a resolution in writing signed by all the members entitled to receive notice of and to attend and vote at general meetings (or being organisations by their duly authorised representatives) shall be as valid and effective as if it had been passed at a general meeting of the Company duly convened and held. Any such resolution in writing may consist of 2 or more documents in like form each signed by one or more members.
7. Votes of members
   • At any general meeting of the Company the following voting provisions shall apply:
   • An Individual Member shall have one vote;
   • An Academic Member shall be entitled to be represented by four named individuals each of whom will be entitled to receive one vote;
   • An Academic Plus Membershall be entitled to be represented by ten named individuals each of whom will be entitled to receive one vote;
   • A Corporate Member shall be entitled to be represented by four named individuals each of whom will be entitled to receive one vote;
   • A Corporate Plus Member shall be entitled to be represented by ten named individuals each of whom will be entitled to receive one vote;
   • A Sponsoring Member shall be entitled to be represented by ten named individuals each of whom will be entitled to receive one vote;
   • A Student Member shall not be entitled to a vote; and
   • An Honorary Member shall have one vote.
   • No member shall be entitled to vote at any general meeting unless all money presently payable by him to the Company has been paid.
8. Organisations acting by representatives at meetings
   • Any organisation which is a member of the Company may by resolution of its committee or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the organisation which he represents as that organisation could exercise if it were an individual member of the Company.
9. Committee of management
   • The maximum and minimum number of Committee member 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 Committee members shall be 2.
   • The Committee members shall be paid all reasonable expense properly incurred by them in attending and returning from Committee meetings or general meetings of the Company or in connection with the business of the Company or as otherwise agreed by the members in general meeting.
10. Borrowing powers
    • The Committee may exercise all the powers of the Company to borrow money, and to mortgage or charge the whole or any part of its undertaking and property, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the Company or of any third party.
11. Powers and duties of the committee
    • The business of the Company shall be managed by the Committee who may pay all expenses incurred in the formation of the Company, and may exercise all such powers of the Company as are not required to be exercised by the Company in general meeting. Any such requirement may be imposed either by the Act or by these articles or by any regulation made by the Company in general meeting; but no such regulation shall invalidate any prior act of the Committee which would have been valid if that regulation had not been made.
    • All cheques and other negotiable instruments, and all receipts for money paid to the Company, shall be signed, drawn, accepted, indorsed or otherwise executed, as the case may be, in such manner as the Committee shall from time to time determine.
    • The Committee shall cause minutes to be made:
      • of all appointments of officers made by the Committee;
      • of the names of the Committee members present at each Committee meeting;
      • of all resolutions and proceedings at all meetings of the Company, and of the Committee.

12. Disqualification of committee members
    • The office of Committee member shall be vacated if the member:
      • becomes bankrupt or makes any arrangement or composition with his creditors generally; or
      • becomes incapable by reason of mental disorder, illness or injury of managing and administering his property and affairs; or
      • resigns his office by written notice to the Company.
    • A committee member shall not vote in respect of any contract in which he is interested or any matter arising out of it, and, if he does so vote, his vote shall not be counted.
13. Committee
    • The election of and the conduct of the Committee shall be governed by the rules from time to time in force approved by the members in general meeting.
14. Proceedings of the committee
    • The Committee may meet together for the dispatch of business, adjourn, and otherwise regulate its meetings, as it thinks 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 Committee member may, and the Secretary on the request of a Committee member shall, at any time summon a Committee meeting. It shall not be necessary to give notice of a Committee meeting to any member for the time being absent from the United Kingdom;
    • The quorum necessary for the transaction of the business of the Committee may be fixed by the Committee and, unless so fixed, shall be one-third of the membership of the Committee, subject to a minimum of 4;
    • The Committee may act notwithstanding any vacancy in its body, but, if and so long as its number is reduced below the number fixed by or pursuant to the articles of the Company as the necessary quorum of members, the Committee may act for the purpose of increasing the number of members to that number, or of summoning a general meeting of the Company, but for no other purpose;
    • The Committee may elect a chairman of its meetings and determine the period for which he is to hold office; but, if no such chairman is elected, or if at any meeting the chairman is not present within 5 minutes after the time appointed for holding the same, the Committee members present may choose one of their number to chair the meeting;
    • The Committee may delegate any of its powers to sub-committees consisting of such persons as it thinks fit; any sub-committee so formed shall conform to any regulations that may be imposed on it by the Committee and shall report all acts and proceedings to the Committee as soon as is reasonably practicable;
    • A sub-committee may elect a chairman of its meetings- if no such chairman is elected, or, if at any meeting the chairman is not present within 5 minutes after the time appointed for holding the same, the members present may choose one of their number to chair the meeting;
    • A sub-committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the chairman shall have a second or casting vote;
    • All acts done by any meeting of the Committee or of a sub-committee, or by any person acting as a Committee member, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such member or person acting as a member, or that they or any of them were disqualified, to be valid as if every such person had been duly appointed and was qualified to be a Committee member;
    • A resolution in writing, signed by all the Committee members entitled to receive notice of a Committee meeting, shall be as valid and effectual as if it had been passed at a Committee meeting duly convened and held, and may consist of several documents in like form each signed by one or more Committee members.
15. The seal
    • The Committee shall provide for the safe custody of the seal, which shall be used only by the authority of the Committee or of a sub-committee authorised by the Committee in that behalf, and every instrument to which the seal shall be affixed shall be signed by a Committee member and shall be countersigned by the Secretary or by a second Committee member or by some other person appointed by the Committee for the purpose.
16. Accounts
    • The Committee shall cause accounting records to be kept in accordance with Section 386 of CA 2006.
    • Except as provided by law or authorised by the Committee, no person is entitled to inspect any of the company’s accounting or other records or documents merely by virtue of being a member.
17. Notices
    • A notice may be given by the Company to any member either personally or by sending it by post to him or to his registered address, or (if he has no registered address within the United Kingdom) to the address, if any, within the United Kingdom supplied by him to the Company for the giving of notice to him. Proof that an envelope containing a notice was properly addressed, prepared and posted shall be conclusive evidence that the notice was given. A notice shall, unless the contrary is proved, be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.
    • Notice of every general meeting shall be given in any manner authorised by these articles to:
      • every member except those members who (having no registered address within the United Kingdom) have not supplied to the Company an address within the United Kingdom for the giving of notices to them;
      • every person being a legal personal representative or a trustee in bankruptcy of a member where the member but for his death or bankruptcy would be entitled to receive notice of the meeting;
      • the auditor for the time being of the Company; and
      • each Committee member.
    • No other person shall be entitled to receive notices of general meetings.
18. Dissolution
    • Clause 7 of the memorandum of association relating to the winding-up and dissolution of the Company shall have effect as if its provisions were repeated in these articles.
19. Rules or byelaws
    • The Committee may from time to time make such rules or byelaws as it may
      deem necessary or convenient for the proper conduct and management of the
      Company and for the purposes of prescribing classes of and conditions of
      membership, and in particular but without prejudice to the generality of the
      above, it may by such rules or byelaws regulate:
      • the admission and classification of members of the Company, 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;
      • the conduct of members of the Company in relation to one another, and to the Company’s employees;
      • the setting aside of the whole or any part or parts of the Company’s premises at any particular time or times or for any particular purpose or purposes;
      • the procedure at general meetings and meetings of the Committee and sub-committees in so far as such procedure is not regulated by these articles; and
      • generally all such matters are commonly the subject matter of Company rules.
    • The Company in general meeting shall have the power to alter or repeal the
      rules or byelaws and to make additions to them, and the Committee shall adopt such means as it deems sufficient to bring to the notice of members of the Company all such rules or byelaws, which so long as they shall be in force, shall be binding on all members of the Company provided nevertheless that no rule or byelaw shall be inconsistent with, or shall affect or repeal anything contained in, the memorandum or articles of association of the Company.
20. Headings
    • The headings in these articles shall not be taken as part of them or in any manner affect the interpretation or construction of the same.