SCHEDULE 2
MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY GUARANTEE
PART 1
1.Defined terms
2.Liability of members
PART 2
DIRECTORS’ POWERS AND RESPONSIBILITIES
3.Directors’ general authority
4.Members’ reserve power
5.Directors may delegate
6.Committees
DECISION-MAKING BY DIRECTORS
7.Directors to take decisions collectively
8.Unanimous decisions
9.Calling a directors’ meeting
10.Participation in directors’ meetings
11.Quorum for directors’ meetings
12.Chairing of directors’ meetings
13.Casting vote
14.Conflicts of interest
15.Records of decisions to be kept
16.Directors’ discretion to make further rules
APPOINTMENT OF DIRECTORS
17.Methods of appointing directors
18.Termination of director’s appointment
19.Directors’ remuneration
20.Directors’ expenses
PART 3
BECOMING AND CEASING TO BE A MEMBER
21.Applications for membership
22.Termination of membership
ORGANISATION OF GENERAL MEETINGS
23.Attendance and speaking at general meetings
24.Quorum for general meetings
25.Chairing general meetings
26.Attendance and speaking by directors and non-members
27.Adjournment
VOTING AT GENERAL MEETINGS
28.Voting: general
29.Errors and disputes
30.Poll votes
31.Content of proxy notices
32.Delivery of proxy notices
33.Amendments to resolutions
PART 4
34.Means of communication to be used
35.Company seals
36.No right to inspect accounts and other records
37.Provision for employees on cessation of business
DIRECTORS’ INDEMNITY AND INSURANCE
38.Indemnity
39.Insurance