COMPANIES ACT 1985 AND 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION OF LANGDALE AMBLESIDE MOUNTAIN RESCUE TEAM

1.    MEMBERSHIP

1.1    The number of members with which the Charity proposes to be registered is unlimited.

1.2    The Charity must maintain a register of members.

1.3    Membership of the Charity is open to any individual interested in promoting the Objects who

1.3.1    applies to the Charity in the form required by the Trustees;

1.3.2    is approved by the Trustees; and 

1.3.3    signs the Register of members or consents in writing to become a member.

1.4    The Trustees may establish different classes of membership and prescribe their respective voting rights, privileges and duties, and set the amounts of any subscriptions.

1.5    Membership is terminated if the member concerned 

1.5.1    gives written notice of resignation to the Charity.

1.5.2    dies.

1.5.3    is six months in arrears in paying the relevant subscriptions (if any) (but in such a case the member may be reinstated on payment of the amount due).

1.5.4    is removed from membership of the Trustees on the grounds that in their reasonable opinion the member’s continued membership is harmful to the Charity (but only after notifying the member in writing and considering the matter in the light of any written representations which the member concerned puts forward within fourteen clear days after receiving notice).

1.6    Membership of the Charity is not transferable.

2.    GENERAL MEETINGS

2.1    Members are entitled to attend general meetings personally. General meetings are called on at least fourteen clear days’ written notice specifying the business to be discussed.

2.2    Members are entitled to vote as directed by the Charity’s rules.

2.3    There is a quorum at a general meeting if the number of members with voting rights personally present is at least 51% of the total number.  Members with voting rights are also entitled to vote by proxy if they are unable to attend the meeting in person.

2.4    The Chair or (if the Chair is unwilling or unable to do so) some other member elected by those present presides at a general meeting.

2.5    Except where otherwise provided by the Act, every issue is decided by a majority of the votes cast.

2.6    Except for the Chair of the meeting, who has a second or casting vote, every member present in person has one vote on each issue.

2.7    The Charity must hold an AGM in every year which all members are entitled to attend.  The first AGM may be held within eighteen months of the Charity’s incorporation.

2.8    At an AGM the members

2.8.1    receive the accounts of the Charity for the previous year; 

2.8.2    receive the Trustees’ report on the Charity’s activities for the previous year;

2.8.3    accept the retirement of those Trustees who wish to retire or who are retiring by rotation;

2.8.4    elect persons to be Trustees to fill the vacancies arising in line with the Charity’s rules;

2.8.5    appoint such auditors for the Charity as may be required by the Commission; 

2.8.6    may confer on any individual (with his or her consent) the honorary title of Patron, President or Vice President of the Charity; and 

2.8.7    discuss and determine any issues of policy or deal with any business put before them.

2.9    Any general meeting which is not an AGM is an EGM.

2.10    An EGM may be called at any time by the Trustees and must be called within twenty-eight days on a written request from at least 25% of members. 

3.    THE TRUSTEES

3.1    The Trustees as charity trustees have control of the Charity and its property and funds. 

3.2    The Trustees when complete consist of at least seven and not more than twelve individuals, all of whom must be members and have voting rights as defined by the Charity’s rules.

3.3    The subscribers to the Memorandum are the first Trustees of the Charity.

3.4    Every Trustee must sign a declaration of willingness to act as a charity trustee of the Charity before he or she is eligible to vote at any meeting of the Trustees.

3.5    Unless otherwise directed by the Charity’s rules, one third (or the number nearest a third) of the Trustees must retire at each AGM, those longest in office retiring first and the choice between any of equal service being made by drawing lots.

3.6    If at the AGM the vacancy of a retiring Trustee is not filled the retiring Trustee, if willing to act, shall be deemed to have been re-appointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the re-appointment of the Trustee is put to the meeting and lost.

3.7    A Trustee’s term of office automatically terminates if he or she:

3.7.1    is disqualified under the Charities Act 1993 from acting as a charity trustee; 

3.7.2    is incapable, whether mentally or physically, of managing his or her own affairs;

3.7.3    is absent from three consecutive meetings of the Trustees without apology or written report;

3.7.4    ceases to be a member (but such a person may be reinstated by resolution passed by all the other Trustees on resuming membership of the Charity before the next AGM);

3.7.5    resigns by written notice to the Trustees (but only if at least two Trustees will remain in office);

3.7.6    is removed by resolution passed by at least 60% of the members present and voting at a general meeting after the meeting has invited the views of the Trustee concerned and considered the matter in the light of any such views.

3.8    The Trustees may at any time co-opt any person duly qualified to be appointed as a Trustee to fill a vacancy in their number or as an additional Trustee, but a co-opted Trustee holds office only until the next AGM.

3.9    A technical defect in the appointment of a Trustee of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting.

4.    PROCEEDINGS OF TRUSTEES 

4.1    The Trustees must hold at least twelve meetings each year.

4.2    A quorum at a meeting of the Trustees is seven Trustees.  If the number of Trustees in office exceeds seven, a quorum of eight is required to suspend or expel a member.  All Trustees in office must be present in order to change the Charity’s rules.

4.3    The Chair or (if the Chair is unwilling or unable to do so) some other Trustee chosen by the Trustees present presides at each meeting.

4.4    Every issue may be determined by a simple majority of the votes cast at a meeting but a written resolution signed by all the Trustees is as valid as a resolution passed at a meeting (and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature).

4.5    Except for the Chair of the meeting, who has a second or casting vote, every Trustee has one vote on each issue.

4.6    A procedural defect of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting.

5.    POWERS OF TRUSTEES

The Trustees have the following powers in the administration of the Charity:

5.1    to appoint, or oversee the appointment of, a Chair, Treasurer, Secretary and other honorary officers from among their number in line with the Charity’s rules;

5.2    to delegate any of their functions to committees consisting of two or more individuals appointed by them (but at least one member of every committee must be a Trustee, at least one Trustee must be present in order for a meeting of any committee to be quorate, and all proceedings of committees must be reported promptly to the Trustees);

5.3    to make rules consistent with the Memorandum, these Articles and the Act to govern proceedings at general meetings.

5.4    to make rules consistent with the Memorandum, these Articles and the Act to govern proceedings at their meetings and at meetings of committees.

5.5    to make rules consistent with the Memorandum, these Articles and the Act to govern the administration of the Charity.

5.6    to establish procedures to assist the resolution of disputes within the Charity.

5.7    to exercise any powers of the Charity which are not reserved to a general meeting.

6.    RECORDS AND ACCOUNTS

6.1    The Trustees must comply with the requirements of the Act and of the Charities Act 1993 as to keeping financial records, the audit of accounts and the preparation and transmission to the Registrar of Companies and the Commission of:

6.1.1    annual reports;

6.1.2    annual returns;

6.1.3    annual statements of account.

6.2    The Trustees must keep proper records of:

6.2.1    all proceedings at general meetings;

6.2.2    all proceedings at meetings of the Trustees; 

6.2.3    all reports of committees; and

6.2.4    all professional advice received.  

6.3    Accounting records relating to the Charity must be made available for inspection by any Trustee at any reasonable time during normal office hours and may be made available for inspection by members who are not Trustees if the Trustees so decide.

6.4    A copy of the Charity’s latest statements of account must be supplied on request to any Trustee or member, or to any other person who makes a written request and pays the Charity’s reasonable costs, within two months.

7.    NOTICES

7.1    Notices under these Articles may be sent by hand, or by post or by suitable electronic means or (where applicable to members generally) may be published in any suitable journal or local newspaper circulating in the area of benefit or any newsletter distributed by the Charity.

7.2    The only address at which a member is entitled to receive notices is the address shown in the register of members.

7.3    Any notice given in accordance with these Articles is to be treated for all purposes as having been received

7.3.1    24 hours after being sent by electronic means or delivered by hand to the relevant address;

7.3.2    two clear days after being sent by first-class post to that address;

7.3.3    three clear days after being sent by second-class or overseas post to that address;

7.3.4    on the date of publication of a newspaper containing the notice;

7.3.5    on being handed to the member personally; or, if earlier,

7.3.6    as soon as the member acknowledges receipt.

7.4    A technical defect in the giving of notice of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting.

8.    DISSOLUTION

The provisions of the Memorandum relating to the dissolution of the Charity takes effect as though repeated here.

9.    INTERPRETATION

In the Memorandum and in these Articles:

9.1    “the Act” means the Companies Act 1985.

“the AGM” means an annual general meeting of the Charity.

“these articles” means these Articles of Association.

“Chair” means the Chair of the Trustees.

“Director” means a subscriber to the Company and a Trustee.

“the Charity” means the company governed by these Articles.

“charity trustee” has the meaning prescribed by section (971) of the Charities Act 1993.

“clear day” means 24 hours from midnight following the relevant event.

“the Commission” means the Charity Commissioners for England and Wales.

“Director” means a subscriber to the Company and a Trustee.

“EGM” means an extraordinary general meeting of the Charity.

“financial expert” means an individual, company or firm who is an authorised person or an exempted person within the meaning of the Financial Services Act 1986.

“material benefit” means a benefit which may not be financial but has a monetary value.

“member” means a member of the Charity.

“membership” refers to membership of the Charity.

“Memorandum” means the Charity’s Memorandum of Association.

“month” means calendar month.

“the Objects” means the Objects of the Charity as defined in clause 3 of the Memorandum.

“Secretary” means the Secretary of the Charity.

“taxable trading” means carrying on a trade or business on a continuing basis for the principal purpose of raising funds and not for the purpose of actually carrying out the Objects.

“Trustee” means a Director of the Charity and “Trustees” means all of the Directors.

“written” or “in writing” refers to a legible document on paper not including a fax message.

“year” means calendar year.

9.2    Expressions defined in the Act have the same meaning.

9.3    References to an Act of Parliament are to the Act as amended or re-enacted from time to time and to any subordinate legislation made under it.