MemorandaArticles

From The Star And Shadow Cinema Wiki

EXISTING MEMORANDA AND ARTICLES IN FULL

Known to be correct when entered by CH Wallers at approx 14.34 pm, 05 October 2007.

The Companies Act 1985

Company Limited by Guarantee and not having a share capital

Memorandum and Articles of AssociatioN OF

THE STAR AND SHADOW CINEMA _______________________________________________ _______________________________________________ _______________________________________________ Community Interest Company

Model constitution for a private company limited by guarantee and not having a share capital with a large membership

The Companies Act 1985 ____________________________________ Company Limited by Guarantee and not having a share capital ____________________________________

Memorandum of Association of

THE STAR AND SHADOW CINEMA

_______________________________________________ _______________________________________________ _______________________________________________ Community Interest Company

1 COMMUNITY INTEREST COMPANY

The Company is to be a community interest company. 2 NAME

The Company’s name is THE STAR AND SHADOW CINEMA __________________________________________________________________________________________________________________________________________Community Interest Company”. 3 REGISTERED OFFICE

The Company’s registered office will be in [England and Wales] At Star and Shadow Cinema, Stepney Bank, Newcastle upon Tyne, NE1 1NP

OBJECTS

The Company’s object is to carry on activities which benefit the community and in particular (without limitation)…

1. To run a cinema to engage and develop local film producers, artists, diverse grass-roots audiences and activist networks focusing on the Tyneside area.

2. To provide access to innovative and challenging alternative and marginal films and culture that are not widely distributed or promoted by commercial cinema or exhibition spaces.

3. To respond to developments in technology, and revalue old technologies, presenting film, Digital media, Internet based, and video work.

4. To value all levels of creative production: amateur and professional, non-commercial and commercial, using both old and new technology, examining or reflecting upon social and political strategies and ideas.

5. To support experimentation and emerging talent in local Audio Visual production through a participation programme of informal workshops, commissioning, talks and discussion forums.

6. To target and engage diverse audiences represented within the film programme. For example: socially excluded groups, especially young people, ethnic minorities, refugees and displaced people; gay and lesbian audiences; artists and film - makers.

7. To work in partnership with other cultural organisations in the city to deliver and promote the programme.

8. To work in partnership with similar organisations nationally and internationally, to exchange, tour and promote film education and the Star and Shadow Cinema Programme.

9. To manage a building giving opportunities for use to grass roots/ independent arts and community groups in Newcastle upon Tyne, contributing to the diversity of cultural activities in the Ouseburn area and Tyneside as a whole.

POWERS

The Company has the power to do anything which is incidental or conducive to the furtherance of its object.

4 LIMITED LIABILITY

The liability of the Members is limited.

5 GUARANTEE

Every Member of the Company undertakes to contribute a sum not exceeding £1 to the assets of the Company if it is wound up during his, her or its membership or within one year afterwards:

(a) for payment of the debts and liabilities of the Company contracted before he, she or it ceased to be a Member;

(b) for the costs, charges and expenses of winding up; and

We, the subscribers to this Memorandum, wish to form a Company pursuant to this Memorandum.

Names, Addresses and Signatures of Subscribers

Guarantee

1. Signature: £1

Name:

Address:

Date:

Witness to the above signature:

Signature:

Name:

Address:

2. Signature: £1

Name:

Address:

Date:

Witness to the above signature:

Signature:

Name:

Address:

3. Signature: £1

Name:

Address:

Date:

Witness to the above signature:

Signature:

Name:

           Address:

The Companies Act 1985

Company Limited by Guarantee and not having a share capital

Articles of Association of

THE STAR AND SHADOW CINEMA _______________________________________________ _______________________________________________ ___________________________________________________ Community Interest Company

TABLE OF CONTENTS

Subject

Articles

Part One: Definitions and Interpretation

Definitions 1 Interpretation

2 Part Two: Asset Lock

Transfer of assets

3 Part Three: Directors’ Functions

Directors’ general authority to manage the Company

4 Limits on Directors’ functions

5 Directors’ general authority to delegate functions

6 Committees of Directors

7 Part Four: Decision-making by Directors

Scope of rules

8 Directors to take decisions collectively

9 Unanimous decisions

10 Majority decisions

11 Meetings of Directors

12 Conflicts of interest

13 Records to be kept

14 Specified number of Directors for majority decisions

15 Chairing of meetings of Directors

16 Directors’ discretion to make further rules

17 Defect in appointment

18 Part Five: Directors’ Appointment and Terms of Service

Minimum number of Directors

19 Eligibility to be a Director

20 Methods of appointing Directors

21 Retirement of Directors and election at annual general meetings

22 Termination of Directors’ appointment

23 Directors’ remuneration and other terms of service

24 Directors’ expenses

25 Part Six: Appointment of Members

Appointment of Members

26 Transfer and termination of Membership

27 Part Seven: General Meetings

Annual general meeting

28 Other general meetings

29 Notice

30 Quorum

31 Conduct of business – general

32 Voting procedures

33 Minutes

34 Part Eight: Miscellaneous

Company Secretary

35 Company seal

36 Accounts and reports

37 Notices

38 Indemnity

PART ONE: DEFINITIONS AND INTERPRETATION

6 DEFINITIONS In these Articles the following terms shall have the following meanings. Term Meaning

“1985 Act”

the Companies Act 1985

“2004 Act”

the Companies (Audit, Investigations and Community Enterprise) Act 2004

“address” in relation to electronic communications, includes any number or address used for the purposes of such communications

“Articles” the Company’s Articles of Association

“Asset Locked Body” a community interest company, Charity or Scottish Charity or a body established outside Great Britain (for the purposes of article 3(2)(a), the United Kingdom) that is equivalent to any of those persons

“Chair” the meaning given in article 16

“Charity” (except in the phrase, “Scottish Charity”) the meaning given by Section 96 of the Charities Act 1993

“clear days” in relation to the period of a notice, that 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

“Company”

[insert name] ___________________________________ ____________________________________________________________________ Community Interest Company

“Director” a Director of the Company, including any person occupying the position of Director, by whatever name called

“Directors’ functions” the meaning given in article 4(1)

“electronic communication” the meaning given in the Electronic Communications Act 2000

“in writing” written printed or transmitted writing including by electronic communication

“majority decision” the meaning given in article 11

“Members” the members of the Company as defined in the 1985 Act

“Memorandum” the Company’s Memorandum of Association

“Regulations” the Community Interest Company Regulations 2005

“Regulator” the Regulator of Community Interest Companies

“relevant quorum” the meaning given in article 15(1)

“remuneration” any reasonable payment or benefit received, or to be received, by a Director or employee of the Company in consideration for that Director’s or employee’s services to the Company, and any arrangement in connection with the payment of a pension, allowance or gratuity to or in respect of any person who is to be, is, or has been a Director or employee of the Company or any of its predecessors in business

“Scottish Charity” the meaning given in section 1(7) of the Law Reform (Miscellaneous Provisions) Scotland Act 1990

“Secretary” the individual appointed as Company Secretary under article 35

“subsidiary” the meaning given in section 736 of the Companies Act 1985

“unanimous decision” the meaning given in article 10.

7 INTERPRETATION

(1) Unless the context requires otherwise, words or expressions defined in:

(a)the 1985 Act,

(b)the 2004 Act, or

(c)the Regulations, have the same meaning in the Articles.

(2)Without prejudice to the generality of paragraph (1):

(a)“community” is to be construed in accordance with section 35 of the 2004 Act and Part 2 of the Regulations;

(b)“financial year” has the meaning given in section 223 of the 1985 Act; and

(c)“transfer” includes every description of disposition, payment, release or distribution and the creation or extinction of an estate or interest in, or right over, any property, or, in Scotland, a right, title or interest in or over any property.

(3)Unless the context requires otherwise, all references to legislative provisions are to the legislation concerned as amended, repealed, re-enacted or replaced and in force from time to time.

(4)Unless the context requires otherwise, words in the singular include the plural and words in the plural include the singular.

(5)All headings and explanatory notes are included for convenience only: they do not form part of the Articles, and shall not be used in the interpretation of the Articles.

PART TWO: ASSET LOCK

8 TRANSFER OF ASSETS

(1) The Company shall not transfer any of its assets other than for full consideration.

(2) Provided the condition specified in paragraph (3) is satisfied, paragraph (1) shall not apply to:

(a)the transfer of assets to any Asset Locked Body specified in the Memorandum or Articles for the purposes of this article or (with the consent of the Regulator) to any other Asset Locked Body; and

(b)the transfer of assets made for the benefit of the community other than by way of a transfer of assets to an Asset Locked Body.

(3)The condition is that the transfer of assets must comply with any restrictions on the transfer of assets for less than full consideration which may be set out elsewhere in the Memorandum or the Articles.

(4)If:

(a)the Company is wound up under the Insolvency Act 1986; and

(b)all its liabilities have been satisfied,

then any residual assets shall be given or transferred to the specified Asset Locked Body specified in the Memorandum and Articles for the purposes of this article.

(5)For the purposes of this article, the following Asset Locked Body is specified as a potential recipient of the Company’s assets under paragraphs (2) and (4).

Name: FILMBEE

Registered Charity Number [if applicable]: [ ____________ ]

Registered Company Number [if applicable]: [ ____________ ]

Registered Office / Principal office address: Filmbee, Harkers Building, 548 - 560 Shields Rd., Byker Newcastle upon Tyne, NE6 2UT

PART THREE: DIRECTORS’ FUNCTIONS

9 DIRECTORS’ GENERAL AUTHORITY TO MANAGE THE COMPANY

(1)The Directors’ functions are:

(a)to manage the Company’s business; and

(b)to exercise all the powers of the Company for any purpose connected with the Company’s business.

(2)The Directors may delegate their functions in accordance with the Articles.

10 LIMITS ON DIRECTORS’ FUNCTIONS

(1)The Members may, by special resolution:

(a)alter the scope of the Directors’ functions; or

(b)require the Directors to act in a specified manner.

(2)No special resolution passed under paragraph (2) shall have retrospective effect.

11 DIRECTORS’ GENERAL AUTHORITY TO DELEGATE FUNCTIONS

(1)Subject to the Articles, the Directors may delegate any of their functions to any person they think fit.

(2)The Directors must not delegate to any person who is not a Director any decision connected with:

(a)the taking of decisions by Directors; or

(b)the appointment of a Director or the termination of a Director’s appointment.

(3)Any delegation under paragraph (1) may authorise further delegation of the Directors’ functions by any person to whom they are delegated.

12 COMMITTEES OF DIRECTORS

(1)Two or more Directors are a “committee” if the Directors have:

(a)delegated any of the Directors’ functions to them; and

(b)indicated that they should act together in relation to that function.

(2)The provisions of the Articles about how the Directors take decisions shall apply, as far as possible, to the taking of decisions by committees.

PART FOUR: DECISION-MAKING BY DIRECTORS

13 SCOPE OF RULES

(1)References in the Articles to decisions of Directors are to decisions of Directors which are connected with their functions.

(2)Except where the Articles expressly provide otherwise, provisions of the Articles about how the Directors take decisions do not apply:

(a)when the Company only has one Director; or

(b)to decisions delegated to a single Director.

14 DIRECTORS TO TAKE DECISIONS COLLECTIVELY Any decision which the Directors take must be either a unanimous decision or a majority decision.

15 UNANIMOUS DECISIONS

(1)The Directors take a unanimous decision when they all indicate to each other that they share a common view on a matter.

(2)A unanimous decision need not be taken at a meeting of Directors, or involve any discussion between Directors.

16 MAJORITY DECISIONS

(1)The Directors take a majority decision if:

(a)every Director has been made aware of a matter to be decided by the Directors;

(b)all the Directors who indicate that they wish to discuss or vote on the matter have had a reasonable opportunity to communicate their views on it to each other; and

(c)a majority of those Directors vote in favour of a particular conclusion on that matter at a meeting of Directors.

(2)Paragraph (1)(a) does not require communication with any Director with whom it is not practicable to communicate, having regard to the urgency and importance of the matter to be decided.

17 MEETINGS OF DIRECTORS

(1)Any Director may call a meeting of Directors.

(2)Every Director must be given reasonable notice of a meeting of Directors.

(3)Paragraph (2) does not require notice to be given:

(a)in writing; or

(b)to Directors to whom it is not practicable to give notice, having regard to the urgency and importance of the matters to be decided, or who have waived their entitlement to notice.

(4)Directors participating in a meeting of Directors:

(a)must participate at the same time, but may be in different places; and

(b)may communicate with each other by any means.

(5)Questions arising at a meeting of Directors shall be decided by a majority of votes; in case of an equality of votes, the Chair shall have a second or casting vote.

(6)A Director who is an alternate director shall be entitled in the absence of his appointer to a separate vote on behalf of his appointer in addition to his own vote.

(7)Except as provided by paragraphs (5) and (6), in all proceedings of Directors each Director must not have more than one vote.

18 CONFLICTS OF INTEREST

(1)In this article, a “relevant interest” is:

(a)any interest which a Director has in; or

(b)any duty which a Director owes to a person other than the Company in respect of,

an actual or proposed transaction or arrangement with the Company.

(2)For the purposes of paragraph (1)(a), a Director shall be deemed to have an interest in a transaction or arrangement if:

(a)the Director or any partner or other close relative of the Director has an actual or potential financial interest in that transaction or arrangement;

(b)any person specified in paragraph (2)(a) is a partner in a firm or limited partnership, or a director of or a substantial shareholder in any Company, which has an actual or potential commercial interest in that transaction or arrangement; or

(c)any other person who is deemed to be connected with that Director for the purposes of section 317 of the 1985 Act has a personal interest in that transaction or arrangement.

(3)Subject to paragraph (8)(b), a Director who has a relevant interest must disclose the nature and extent of that interest to the other Directors.

(4)Subject to paragraphs (5) and (6), when the Directors take a majority decision on any matter relating to a transaction or arrangement in which a Director has a relevant interest:

(a)no Director who has such a relevant interest may vote on that matter; and

(b)for the purposes of determining whether a relevant quorum is present, or whether a majority decision has been taken in relation to that matter, such a Director’s participation in the decision-making process shall be ignored.

(5)Paragraph (4) does not apply:

(a)if the Director’s interest cannot reasonably be regarded as giving rise to any real possibility of a conflict between the interests of the Director and the Company; or

(b)if the Director’s interest only arises because the Director has given, or has been given, a guarantee, security or indemnity in respect of an obligation incurred by or on behalf of the Company or any of its subsidiaries.

(6)The Members may by ordinary resolution decide to disapply paragraph (4), either in relation to majority decisions generally or in relation to a particular decision.

(7)Subject to the 1985 Act, if a Director complies with paragraph (3):

(a)that Director:

(i)may be a party to, or otherwise interested in, the transaction or arrangement in which that Director has a relevant interest; and

(ii)shall not, by reason of being a Director, be accountable to the Company for any benefit derived from that transaction or arrangement; and

(b)the transaction or arrangement in which that Director has a relevant interest shall not be liable to be treated as void as a result of that interest.

(8)For the purposes of paragraph (3):

(a)a general notice given to the Directors that a Director is to be regarded as having a specified interest in any transaction or arrangement shall be deemed to be a disclosure that the Director has an interest in any such transaction or arrangement of the nature and extent so specified; and

(b)any interest of which a Director has no knowledge, and could not reasonably be expected to have knowledge, shall be disregarded.

19 RECORDS TO BE KEPT

(1)The Directors are responsible for ensuring that the Company keeps a record in writing, of:

(a)every unanimous or majority decision taken by the Directors; and

(b)every declaration by a Director of an interest in an actual or proposed transaction with the Company.

(2)Any record kept under paragraph (1) must be kept:

(a)for at least ten years from the date of the decision or declaration recorded in it;

(b)together with other such records; and

(c)in such a way that it is easy to distinguish such records from the Company’s other records.

20 SPECIFIED NUMBER OF DIRECTORS FOR MAJORITY DECISIONS

(1)Subject to paragraph (2), no majority decision shall be taken at a meeting of Directors unless 6 (the “relevant quorum”) participate in the meeting and are entitled to vote on the matter on which a majority decision is to be taken.

(2)If the Company has one or more Directors, but the total number of Directors is less than the relevant quorum, a meeting of Directors may take a majority decision:

(a)to appoint further Directors; or

(b)that will enable the Members to appoint further Directors.

21 CHAIRING OF MEETINGS OF DIRECTORS

(1)The Directors shall appoint a Director to chair all meetings of Directors.

(2)If the person appointed under paragraph (1) is for any reason unable or unwilling to chair a particular meeting, the Directors shall appoint another Director to chair that process.

(3)The Directors may terminate an appointment made under paragraph (1) or paragraph (2) at any time.

(4)A Director appointed under this article shall be known as the Chair for as long as such appointment lasts.

22 DIRECTORS’ DISCRETION TO MAKE FURTHER RULES

(1)Subject to the Articles, the Directors may make any rule which they think fit about how they take decisions.

(2)The Directors must ensure that any rule which they make about how they take decisions is communicated to all persons who are Directors while that rule remains in force.

23 DEFECT IN APPOINTMENT

(1)This article applies if:

(a)a decision is taken by the Directors, or a committee of the Directors, or a person acting as a Director; and

(b)it is subsequently discovered that a person who, acting as a Director, took, or participated in taking, that decision:

(i)was not validly appointed as a Director;

(ii)had ceased to hold office as a Director at the time of the decision;

(iii)was not entitled to take that decision; or

(iv)should, in consequence of a conflict of interests, not have voted in the process by which that decision was taken.

(2)Where this article applies:

(a)the discovery of any defect of the kind specified in paragraph (1)(b) shall not invalidate any decision which has been taken by, or with the participation of, the person in relation to whom that defect existed; and

(b)any such decision shall be as valid as if no such defect existed in relation to any person who took it or participated in taking it.

PART FIVE: DIRECTORS’ APPOINTMENT AND TERMS OF SERVICE

24 MINIMUM NUMBER OF DIRECTORS

The number of Directors shall not be less than [three].

25 ELIGIBILITY TO BE A DIRECTOR

(1)A person shall not be a Director unless that person:

(a)is a Member and (if that person is an individual) is willing to serve as a Director and has attained the age of 18 years; and

(b)is elected or appointed as a Director in accordance with the Articles.

(2)No person shall be elected or appointed as a Director in circumstances which, if that person had already been a Director, would have resulted in that person ceasing to be a Director under the Articles.

26 METHODS OF APPOINTING DIRECTORS

(1)The first Directors shall be the persons named in the Form 10 upon incorporation.

(2)Thereafter, Directors may be appointed:

(a) by decision of the Directors; or

(b) by ordinary resolution of the Members,

provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors.

(3)No powers to appoint Directors may be given to persons who are not Members which immediately after their exercise could result in the majority of the Directors having been appointed by persons who are not Members.

27 RETIREMENT OF DIRECTORS AND ELECTION AT ANNUAL GENERAL MEETING

(1)At the first annual general meeting all the Directors shall retire from office, and at every subsequent annual general meeting one-third of the Directors or, if their number is not three or a multiple of three, the number nearest to one-third shall retire from office. If only one Director is subject to retirement by rotation, that Director shall retire.

(2)Subject to the 1985 Act, the Directors to retire by rotation shall be those who have been longest in office since their last appointment or reappointment, but as between persons who became or were last reappointed Director on the same day those to retire shall (unless they otherwise agree among themselves) be decided by lot.

(3)If the Members at the meeting at which a Director retires by rotation do not fill the vacancy, the retiring Director shall, if willing to act, be deemed to have been reappointed unless:

(a)at the meeting it is resolved not to fill the vacancy; or

(b)a resolution for the reappointment of the Director is put to the meeting and lost.

(4)A retiring Director who wishes to be considered for re-election shall give notice to the Secretary at least fourteen but not more than thirty-five clear days before the date appointed for the annual general meeting.

(5)A Member other than a retiring Director who wishes to be considered for election as a Director shall give notice to the Secretary at least fourteen but not more than thirty-five clear days before the date appointed for the annual general meeting.

(6)At least seven but not more than twenty-eight clear days before the date appointed for holding an annual general meeting notice shall be given to all who are entitled to receive notice of the meeting of any person who is eligible for election or re-election as Director and has given notice under paragraph (4) or paragraph (5) (each such person being, for the purposes of this article, a “candidate”) .

(7)Every notice given under paragraphs (4), (5) or (6) shall state those particulars which would be required to be included in the Company’s register of Directors if the person to which the notice relates were to be elected a Director.

(8)Subject to paragraph (9), the question whether each such person is to be elected as a Director shall be decided by a separate ordinary resolution of the Members at the annual general meeting.

(9)If:

(a)a number has been fixed by or in accordance with the Articles as the maximum number of Directors (the “relevant maximum”); and

(b)the number of candidates exceeds the relevant maximum less the number of those directors who are not retiring,

then the election of Directors shall follow the procedure set out in paragraph (10) rather than that set out in paragraph (8).

(10)Where the conditions specified in paragraph (9) are fulfilled:

(a)each Member shall be invited to vote on the candidates by ranking them in order of preference on ballot papers which they must sign and return to the Company at or before the annual general meeting in order to cast their votes on the candidates (and any ballot papers returned at the annual general meeting must be returned before the time appointed for the return of ballot papers by the chair of the meeting);

(b)the annual general meeting may be adjourned for the counting of votes under paragraph (10)(a) (and, if it is so adjourned, the existing Directors shall continue in office until the outcome of the vote has been determined); and

(c)the candidates elected as Directors shall be those who have been ranked highest in order of preference, taking account of the average of all Members’ votes, and shall be equal in number to the relevant maximum less the number of those directors who are not retiring.

(11)If fewer than the minimum number of Directors are elected at an annual general meeting, the Directors shall appoint further Directors to fill any vacancy.

28 TERMINATION OF DIRECTORS’ APPOINTMENT

(1)A person shall cease to be a Director if:

(a)that person ceases to be a Member;

(b)that person ceases to be a Director by virtue of any provision of the 1985 Acts, or is prohibited by law from being a Director;

(c)any notice to the Company that that person is resigning or retiring from office as Director takes effect (except that where such resignation or retirement would otherwise lead to the Company having fewer than two Directors, it shall not take effect until sufficient replacement Directors have been appointed);

(d)the Members pass an ordinary resolution removing that person from office;

(e)a contract under which that person is appointed as a Director of, or personally performs services for, the Company or any of its subsidiaries terminates, and the Directors decide that that person should cease to be a Director;

(f)the Directors decide, at a meeting of Directors, that that person should be removed from office, but such a decision shall not be taken unless the person in question has been given:

(i)at least fourteen clear days’ notice in writing of the proposal to remove that person from office, specifying the circumstances alleged to justify removal from office; and

(ii)a reasonable opportunity of being heard by, or of making representations in writing to, the Directors.

(2)No powers to remove Directors may be given to persons who are not Members which immediately after their exercise could result in either:

(a) the majority of the remaining Directors having been appointed by persons who are not Members; or

(b) the number of Directors removed during the financial year of the Company by persons who are not Members exceeding the number of the remaining Directors,

but this shall not prevent a Director from appointing, or subsequently removing, an alternate director, if permitted to do so by the Articles.

29 DIRECTORS’ REMUNERATION AND OTHER TERMS OF SERVICE

(1)Subject to the 1985 Act, and the Articles, the Company satisfying the community interest test, and any resolution passed under paragraph (2), the Directors may decide the terms (including as to remuneration) on which a Director is to perform Directors’ functions, or otherwise perform any service for the Company or any of its subsidiaries.

(2)The Members may by ordinary resolution limit or otherwise specify the remuneration to which any Director may be entitled, either generally or in particular cases.

30 DIRECTORS’ EXPENSES The Company may meet all reasonable expenses which the Directors properly incur in connection with:

(a)the exercise of their functions; or

(b)the performance of any other duty which they owe to, or service which they perform for, the Company or any of its subsidiaries.

PART SIX: MEMBERS

31 APPOINTMENT OF MEMBERS

(1)The subscribers to the Memorandum are the first Members of the Company.

(2)Such other persons as agree to become Members of the Company, whose names are entered in the register of Members, and who are admitted to membership in accordance with the Articles, shall be Members of the Company.

(3)No person shall be admitted as a Member of the Company unless he, she or it is approved by the Directors.

(4)Every person who wishes to become a Member shall execute and deliver to the Company an application for membership in such form (and containing such information) as the Directors require.

32 TRANSFER AND TERMINATION OF MEMBERSHIP

(1)Membership is not transferable to anyone else.

(2)Membership is terminated if:

(a)the Member dies or ceases to exist;

(b)the Members pass an ordinary resolution expelling the Member; or

(c)otherwise in accordance with the Articles.

(3)No resolution shall be passed under paragraph (2) unless the Member has been given:

(a)at least fourteen clear days’ notice in writing that it is proposed to expel him, her or it, specifying the circumstances alleged to justify expulsion; and

(b)a reasonable opportunity of being heard by or of making written representations to the Members passing the ordinary resolution.

PART SEVEN: GENERAL MEETINGS (MEETINGS OF MEMBERS)

33 ANNUAL GENERAL MEETING

The Company shall hold an annual general meeting:

(a)within 18 months of the Company’s date of incorporation and afterwards once in each calendar year (provided that not more than 15 months shall elapse between the date of one annual general meeting of the Company and that of the next); and

(b)at such date, time and place as the Directors shall determine.

34 OTHER GENERAL MEETINGS

(1)The Directors may decide to call a general meeting at any time.

(2)The Directors shall call a general meeting on receiving a requisition to that effect in accordance with the 1985 Act.

35 NOTICE

(1)Notice of general meetings shall be given to every Member, the Directors and the Company’s auditors (if any).

(2)All general meetings shall be called by at least 21 clear days’ notice in writing.

(3)Every notice calling a general meeting shall specify:

(a)the place, date and time of the meeting; and

(b)the general nature of the business to be transacted.

(4)In the case of an annual general meeting, the notice shall specify that the meeting is an annual general meeting.

(5)If a special resolution is to be proposed, the notice shall contain a statement to that effect and set out the text of the special resolution.

36 QUORUM

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

(2)The quorum for a general meeting shall be 5 Members present in person (or, in the case of a corporate Member, by its duly appointed representative) and entitled to vote on the business to be transacted.

(3)If a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall stand adjourned for a minimum of seven days until such time as the Directors determine.

37 CONDUCT OF BUSINESS – GENERAL

(1)The Chair shall preside as chair of the general meeting. In the Chair’s absence, the Members shall appoint some other Director, or (if no Director willing to preside is present) Member to preside.

(2)The chair:

(a)may adjourn the meeting from time to time and from place to place, with the consent of a meeting at which a quorum is present; and

(b)shall do so if so directed by the meeting or in accordance with the Articles.

(3)No business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place.

(4)When a meeting is adjourned for fourteen days or more, at least seven clear days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.

(5)Except as required by law, all decisions of the Members at a general meeting shall be made by ordinary resolution.

38 VOTING PROCEDURES

(1)Every Member present in person or by proxy (or, in the case of a corporate Member, by its duly authorised representative) shall have one vote.

(2)A person who is not a Member shall not have any right to vote at a general meeting of the Company (except as the proxy or (in the case of a corporate Member) duly authorised representative of a Member).

(3)Paragraphs (1) and (2) are without prejudice to any right to vote on a resolution affecting the rights attached to a class of the Company’s debentures.

(4)A declaration by the chair that a resolution has been:

(a)carried;

(b)carried unanimously, or by a particular majority;

(c)lost; or

(d)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)In the case of an equality of votes, the chair shall be entitled to a casting vote in addition to any other vote he or she may have as a Member.

(6)The proceedings at any general meeting shall not be invalidated by reason of any accidental informality or irregularity (including with regard to the giving of notice) or any want of qualification in any of the persons present or voting.

(7)No objection shall be raised to the qualification of any voter except at the general 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 chair whose decision shall be final and binding.

39 MINUTES

(1) The Directors shall cause minutes to be made and kept in writing of all proceedings at general meetings of the Company.

(1)Any such minute, if purported to be signed by the chair of the meeting, or by the chair of the next succeeding general meeting, shall be sufficient evidence of the proceedings.

PART EIGHT: MISCELLANEOUS

40 COMPANY SECRETARY

(1)Subject to the provisions of the 1985 Act, the Directors shall appoint an individual to act as Company Secretary for such term and at such remuneration and upon such other conditions as they may think fit.

(2) The Directors may decide to remove a person from the office of Secretary at any time.

41 COMPANY SEAL

(1)This article applies if the Company has a seal (the “common seal”).

(2)The common seal shall only be applied to a document if its use on that document has been authorised by a decision of the Directors.

(3)If the common seal is applied to a document, the document shall be:

(a)signed by an authorised person; and

(b)countersigned by another authorised person.

(4)For the purposes of this article, an authorised person is:

(a)any Director;

(b)the Secretary; or

(c)any person authorised by the Directors for the purpose of signing and countersigning documents to which the common seal is applied.

42 ACCOUNTS AND REPORTS

(1)The Directors shall comply with the requirements of the 1985 Act and any other applicable law as to keeping financial records, the audit or examinations of accounts and the preparation and transmission to the Registrar of Companies of annual reports and accounts.

(2)Subject to paragraph (3), the Company’s statutory books and accounting records shall be open to inspection by the Members during usual business hours.

(3) The Company may in general meeting impose reasonable restrictions as to the time at which and the manner in which the statutory books and accounting records of the Company may be inspected by Members.

43 NOTICES

(1)Except where the Articles provide otherwise, any notice to be given to or by any person under the Articles shall be in writing to an address for the time being notified for that purpose to the person giving the notice.

(2)The Company may give any notice to any person under the Articles:

(a)in person;

(b)by sending it by post in a prepaid envelope addressed to that person at that person’s registered address, or by leaving it at that address;

(c)by fax or by electronic communication to an address provided for that purpose; or

(d)by posting it on a website, where the recipient has been notified of such posting in a manner agreed by that person.

(3)A person present at any meeting shall be deemed to have received notice of the meeting and, where requisite, of the purpose for which it was called.

(4)Proof that:

(a)an envelope containing a notice was properly addressed, prepaid and posted; or

(b)that an electronic communication or fax has been transmitted to the correct address or number,

shall be conclusive evidence that the notice was given.

(5)A notice shall, unless the contrary is proved, be deemed to be given:

(a)at the expiration of 48 hours after the envelope containing it was posted; or

(b)in the case of a notice contained in an electronic communication or fax, at the expiration of 48 hours after the time it was transmitted.

44 INDEMNITY

(1)Subject to the 1985 Act, a Director shall be indemnified out of the Company’s assets against any expenses which that Director incurs:

(a)in defending civil proceedings in relation to the affairs of the Company (unless judgement is given against the Director and the judgement is final);

(b)in defending criminal proceedings in relation to the affairs of the Company (unless the Director is convicted and the conviction is final);

(c)in connection with any application for relief from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company (unless the Court refused to grant the Director relief, and the refusal is final).

(2)Judgement, conviction or refusal of relief becomes final if the period for bringing an appeal or any further appeal has ended and any appeal brought is determined, abandoned or otherwise ceases to have effect.

(3)This article is without prejudice to any other indemnity to which a Director may be entitled.

Names, Addresses and Signatures of Subscribers

1. Signature:

Name:

Address:

Date:

Witness to the above signature:

Signature:

Name:

Address:

2. Signature:

Name:

Address:

Date:

Witness to the above signature:

Signature:

Name:

Address:

PLANNING CIC STATUS

[edit]

EVERYTHING BELOW IS ROUGH DRAFT.

OBJECTS

The Company’s object is to carry on activities which benefit the community and in particular (without limitation)…

1. To run a cinema to engage and develop local film producers, artists, diverse grass-roots audiences and activist networks focusing on the Tyneside area.

2. To provide access to innovative and challenging alternative and marginal films and culture that are not widely distributed or promoted by commercial cinema or exhibition spaces.

3. To respond to developments in technology, and revalue old technologies, presenting film, Digital media, Internet based, and video work.

5. To support experimentation and emerging talent in local Audio Visual production through a participation programme of informal workshops, commissioning, talks and discussion forums.

7. To work in partnership with other cultural organisations in the city to deliver and promote the programme.

8. To work in partnership with similar organisations nationally and internationally, to exchange, tour and promote film education and the Star and Shadow Cinema Programme.

POWERS

The Company has the power to do anything which is incidental or conducive to the furtherance of its object.

OBJECTIVES:

The Company’s object is to carry on activities which benefit the community and in particular (without limitation) to:

20/1/06 - this list is based on the old constitution. I have ammended in green what i thought could be changed.

1. To run a cinema to engage and develop local film producers, artists, diverse grass-roots audiences and activist networks focusing on the Tyneside area. 2. To provide access to innovative and challenging alternative and marginal films and culture that are not widely distributed or promoted by commercial cinema or exhibition spaces. 3. To respond to developments in technology, and revalue old technologies, presenting film, Digital media, Internet based, and video work. 4. To value all levels of creative production: amateur and professional, non-commercial and commercial, using both old and new technology, examining or reflecting upon social and political strategies and ideas. 5. To support experimentation and emerging talent in local Audio Visual production through a participation programme of informal workshops, commissioning, talks and discussion forums. 6. To target and engage diverse audiences represented within the film programme. For example: socially excluded groups, especially young people, ethnic minorities, refugees and displaced people; gay and lesbian audiences; artists and film - makers. 7. To work in partnership with other cultural organisations in the city to deliver and promote the programme. 8. To work in partnership with similar organisations nationally and internationally, to exchange, tour and promote film education and the Side Cinema Programme. 9. To manage a building giving opportunities for use to grass roots/ independent arts and community groups in Newcastle upon Tyne, contributing to the diversity of cultural activities in the Ouseburn area and Tyneside as a whole.

N.B nowhere in side cinema's objects does it describe the way cineside or radical side redistribbutes its cash. Is that a problem?

Here's a rewrite by Alan a. To provide access to innovative and challenging moving images that are not widely available for viewing in other places in the Tyneside area. b. To run a cinema that actively involves and develops the capacity of local film-makers, artists, activist networks and other diverse grassroots audiences. We will value all levels of creative production: amateur and professional, non-commercial and commercial c. To work in partnership with similar organisations locally, nationally and internationally to exchange, tour, promote film education, run workshops, and discussions.

30/1/06 - no mention of volunteers mat: better to have only a few meaningful ones rather than lots?

ARTICLES OF ASSOCIATION: RANDOM INTRO:

For articles (which includes things like when you have AGMs, how decisions get made, how you become a director and how long that lasts, etc. we need to go through it together but i am drafting something for that up too. If you want to see the template, it is a PDF file on the http://www.cicregulator.gov.uk/articles/introInfo.shtml page, and is number 2 (large membership).

Membership is the term used by CICs for committee or something like that in a coop or society. Although our membership is more lilke a set of volunteers.

Directors are actually a mixture of convenors of different things that need to be done (i.e roles you would find in a committee like treasurer, secretary, marketing/audience development, volunteers convenor/communications, content convenor, technical person etc. And maybe one or two people who do less day to day work but ould bring a bit of an outside viewpoint to things.

Directors get voted in annually at the AGM.

Our membership structure is going to be that when people join the cinema, they become 'friends' of the star and shadow. They are allowed to use the bar and watch movies etc. If they want to become more involved in the organisation (i.e volunteer on any level) then they become Members - they basically apply to become a member and the board of directors agrees or not the application - this could be a very simple application like 'please can i be a member' and the answer is 'yes'. Members get invited to the AGM and have the chance to be voted in as directors.

Tenants become members too. They have powers to vote and be voted into directorship annually. INCIDENTALLY I HAVE DRAWN UP A TENANCY AGREEMENT ON THE WIKI

We can also set up members meetings (basically like a regular side cinema monday night meeting) where all volunteers are invited and committee members (aka directors) report about their area. We also have Directors meetings quarterly, at which the day to day running of the cinema is not an issue, but we reflect on how things are going from a more objective point of view. (mainly have the accounts presented).

What follows is a rough summary of the articles of a cic limited by guarantee with large membership. I have only put hings i thought were relevant. there is loads more stuff which is still legally binding so it is best if everyone reads that form (link above) to get an idea of the structure we are letting ourselves in to.

ASSET LOCK The company must have its assets locked to another body/ company in the case of the company being insolvent and all its liabilities have been paid off. How about FILMBEE? Or one of the sides? Or someone completely different like AMber films!!!

DIRECTORS FUNCTIONS Directors have to decide things unaninmously or by a majority. A unanimous decision need not take place at a directors meeting. A majority has to happen at a directors meeting and ALL directors need to have had sufficient chance to give their opinion. It cant just be taken by a majority at the meeting without other directors knowing abouit it. This only relates to decisions that are to be made solely by the directors. If there is a tie for a decision in a directors meeting, the chair has a second vote. Directors must declare conflicts of interest and waive their vote if they or their group or whatever stands to gain financially from any decision being made. Directors are responsible for ensuring that written documentation is available of any majority or unanimous decision, and any conflict of interest at a directors meeting.

We need to decide how many directors makes a directors meeting quorum (enough people there to legally make a decision). How about 2/3's of the directors - i.e if there are 9 directors, 6 have to be present.

Directors appoint a chair for directors meetings - how about this person is elected at the end of each directors meeting for the next one? This appointment can though take place any time and be anulled at any directors meeting by a majority vote.

There has to be at least 2 directors of this company. They have to be over 18. At the first AGM, all directors have to retire and be voted back on or not... At every AGM after, the number closest to 1/3 of the directors have to retire (they could be revoted on). We could make it so that every year, every director has to retire and be revoted back on? A retiring director who wants to be reappointed has to give notice to the secretary at least 14 but no more than 35 days before the AGM. A member who wants to be appointed as a director must give the same notice. At least 7 days notice needs to be given to anyone who is invited to attend the AGM of people wanting to be elected as directors. Electing directors at the AGM - all people invited to AGM (i.e members) vote on ballots according to preference and those votes need to be handed in by an appointed time at the AGM mentioned by the chair. Directors can appoint more directors if not all the vacancies have been filled on the board of directors (i.e committee). Directors can be fired by the rest of the directors idf they have had 14 days notice and reasonable chance to defend themselves (what on earth does that mean?) They can also be voted off by the members passing an 'ordinary resolution' - this is a resolution in a GENERAL or DIRECTORS meeting where there is a majority vote, the meeting is quorate, and the chair miinutes that that resolution has been passed.

MEMBERS - Members HAVE to be agreed by the directors, and a register of members needs to be kept. membership is terminated for obvious reasons as well as if the members expel that member through an 'ordinary resolution'.

AGM/ GENERAL MEETINGS. AGM Needs to happen at least 18 months after registration, and then every calendar year at least no more than 15months after the last one. directors determine date an place. Notice of any 'general' meetings needs to be given at least 21 days before meeting with arough idea of what will be discussed. general meetings need to be quorate - how many? 8? plucked out of thin air. maybe an odd number for majority democracy's sake? lucky 7 or number 9? legs 11? the 'chair' will chair any general meeting. only members have a vote (and only one each). except the chair in the case of a tie break. Chair has to declare a resolution passed (by majority or unanimously) or failed in the minutes and that makes it binding. Minutes need to be kept and signed by the chair as proof of the minutes. DIRECTORS MEETINGS CAN HAPPEN WHENEVER, but shall we just say they happen quarterly? in this light, why dont we have monthly general meetings?

MISCELLANEOUS: A company secretary has to be appointed by directors. Directors have to ensure that financial records are sent annually to company's house and are signed by a registered accountant or audited. Notification for anything (e.g agm's) can be given by post or email or on a website as long as people have been told that it is on the website. - there are some time limits on that too. A director will be indemnified by the company if they are taken to court over affairs of the company (this comes out of the company's assets), unless the directors decide otherwise..!!!(I think)

Who are the subscribers who sign this form? are they the people who are first directors? - need to ask Bob. </pre>

Retrieved from "http://wiki.starandshadow.org.uk/index.php/MemorandaArticles"

MemorandaArticles

From The Star And Shadow Cinema Wiki

EXISTING MEMORANDA AND ARTICLES IN FULL

EVERYTHING BELOW IS ROUGH DRAFT.

Views

Personal tools

Navigation

Search

Toolbox