The Companies Acts 1985, 1989 and 2006

THE COMPANIES ACTS 1985, 1989 AND 2006

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PRIVATE COMPANY LIMITED BY GUARANTEE

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ARTICLES OF ASSOCIATION

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OLD SILHILLIANS ASSOCIATION LIMITED

(COMPANY NUMBER 855344)

21278877.10

CONTENTS

1.Defined terms

2.Object and Membership

3.Association Colours and Tie

4.Powers

5.Liability of Members

6.Committee’s general authority

7.Committee may delegate

8.Sub-committees

9.Committee Members to take decisions collectively

10.Calling a meeting of the Committee

11.Participation in meetings of the Committee

12.Composition of the Committee and Quorum

13.Chairing of meetings of the Committee

14.Casting vote

15.Conflicts of interest

16.Records of decisions to be kept

17.Committee Members’ discretion to make further Regulations

18.Committee Members

19.Termination of Committee Member’s appointment

20.Committee Members’ expenses

21.APPOINTMENT OF Committee Members

22.Elections

23.Casual Vacancies

24.Applications for membership

25.Subscriptions

26.Option to Subscribe to Membership

27.Honorary Membership

28.Termination of membership

29.General Meetings

30.Accounts

31.Audit

32.Auditors

33.Speaking at general meetings

34.Chairing general meetings

35.Members Resident Abroad

36.Attendance and speaking by Committee Members and non-members

37.Adjournment

39.Errors and disputes

40.Proxy Voting

41.Amendments to resolutions

42.Means of communication to be used

43.No right to inspect accounts and other records

44.Indemnity

45.Insurance

46.Regulations

47.Dissolution or Amalgamation

21278877.10

THE COMPANIES ACTS 1985, 1989 AND 2006

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PRIVATE COMPANY LIMITED BY GUARANTEE

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ARTICLES OF ASSOCIATION

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OLD SILHILLIANS ASSOCIATION LIMITED

(COMPANY NUMBER 855344)

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INTERPRETATION AND LIMITATION OF LIABILITY

Defined terms
In these Articles, unless the context requires otherwise:

“the 2006 Act” / means the Companies Act 2006 as modified by statute or re-enacted from time to time;
“Articles” / means these articles of association, as may be amended from time to time;
“Association” / means the above named company;
“Auditors” / means the auditors appointed from time to time in accordance with these Articles;
“bankruptcy” / includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
“Chairman” / means the person elected from time to time in accordance with these Articles as the chairman of the Association;
“chairman of the meeting” / has the meaning given in Article13;
“clear days” / means a period of days exclusive of the day on which the notice is served and of the day for which it is given;
“Committee” / means the main committee of the Association established from time to time in accordance with Article18.
“Committee Members” / those persons set out in Article 18.2;
“Companies Acts” / means the Companies Acts (as defined in section 2 of the 2006 Act), in so far as they apply to the Association;
“Communications Director” / means the person from time to time elected in accordance with these Articles as the Committee Member responsible for communications with the Members;
“director” / means a director of the Association, and includes any person occupying the position of director, by whatever name called;
“document” / includes, unless otherwise specified, any document sent or supplied in electronic form;
“electronic form” / has the meaning given in Section 1168 of the 2006 Act;
“Facilities Director” / means the person from time to time elected in accordance with these Articles as the Committee Member responsible for the management of the assets of the Association;
“General Committee Members” / means the persons from time to time elected in accordance with these Articles as Committee Members other than the Committee Members referred to in Articles 18.2.1 to 18.2.8;
“general meeting” / a general meeting or other general meeting of the Association;
“hard copy form” / has the meaning given in Section 1168 of the 2006 Act;
“Long Term Leasehold Interest” / any leasehold interest granted for a term of 7 years or more, including any lease or licence which includes any right by the grantee or otherwise to require or obtain any extension by way of an option or otherwise so that the total term might run to a full 7 years or more;
“Member” / means the persons admitted to the membership of the Association in accordance with Article 24 and any Regulations from time to time in force;
“Object” / the object of the Association under Article 2
“ordinary resolution” / has the meaning given in Section 282 of the 2006 Act;
“participate” / in relation to a meeting of the Committee, has the meaning given in Article 11;
“President” / means the person from time to time elected in accordance with these Articles as the president of the Association;
“Regulations” / means the regulations of the Association made by the Committee or by the Association in general meeting, or as amended from time to time;
“School” / Solihull School
“Secretary” / means the secretary of the Association appointed from time to time in accordance with these Articles and who shall also be the company secretary for the purposes of the Companies Acts;
“special resolution” / has the meaning given in Section 283 of the 2006 Act;
“Sub-committee” / any committee delegated authority under Article 7.
“subsidiary” / has the meaning given in Section 1159 of the 2006 Act;
“Treasurer” / means the person from time to time elected in accordance with these Articles as the treasurer of the Association;
“Trust” / The Old Silhillians Trust – a registered charity number 1078706
“writing” / means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

1.2Unless the context otherwise requires, other words or expressions contained in these Articles bear the same meaning as in the 2006 Act.

1.3Words importing the singular number shall include the plural number and vice versa. Words importing the masculine gender only shall include the feminine gender.Words importing persons shall include corporations.

1.4For the purposes of Section 20 of the 2006 Act, the relevant model articles shall be deemed to have been excluded fully and replaced with the provisions of these Articles.

Object and Membership
The object of the Association is to preserve and further the ties of loyalty to the School and friendship between Members. In pursuance of this object the Association shall have the power to:
take on lease, or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges which the Association may think necessary or convenient for the promotion of its Object and to construct, maintain and alter any buildings or erections necessary or convenient for the work of the Association;
hire, employ and pay professionals, groundsmen, stewards, managers, servants, workmen, gardeners, farm labourers, and other persons considered necessary for the purposes of the Association;
sell, let, mortgage, dispose or turn to account all or any of the property assets of the Association as may be thought expedient with a view to the promotion of its Object;
undertake and execute any trusts which may be lawfully undertaken by the Association;
borrow or raise money for the purposes of the Association on such terms and of such security as may be thought fit;
invest the moneys of the Association not immediately required for its purposes in or upon such investments, securities or property as may be thought fit;
establish and support or aid in the establishment and support of any charitable associations or institutions and to subscribe or guarantee money for charitable purposes in any way connected with the purposes of the Association or calculated to further its Object;
deal with the assets of the Association, on a winding-up, in accordance with the articles of association of the Association from time to time; and
do all such other things as are incidental or conductive to the attainment of the Object or any of them.
The number of Members that the Association proposes to admit is unlimited.
Association Colours and Tie
The Association colours shall be maroon and royal blue.
The Association tie shall be maroon and royal blue stripes at a 45 degree diagonal rising from bottom left to top right. The maroon stripes shall be one inch in width and the blue stripes one quarter inch in width.
Powers
The Association shall have the powers to do all such lawful things as are consistent with the furtherance of its Object.
Nothing in these Articles shall prevent the payment in good faith by the Association:
to any Committee Member, committee or sub-committee member of reasonable and proper out-of-pocket expenses;
of interest on money lent by a Member of the Association or its Committee Members at a commercial rate of interest;
of reasonable and proper rent for premises demised or let by any Member of the Association or by any Committee Member; or
of any premium in respect of the purchase and maintenance of indemnity insurance in respect of liability for any act or default of the Committee Members (or any of them) in relation to the Association; or
of other payments as are permitted by these Articles.
Liability of Members
The liability of each member is limited to £1, being the amount that each Member undertakes to contribute to the assets of the Association 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 any of the items set out in Article 5.2.
The items for which each Member undertakes to contribute are:
payment of the Association'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.

Part1DIRECTORS AND COMMITTEE MEMBERS

DIRECTORS’ AND COMMITTEE MEMBERS’ POWERS AND RESPONSIBILITIES

Committee’s general authority
The entire management of the Association shall be vested in the Committee who may exercise all such powers and do all such acts and things as may be exercised and done by the Association under these Articles.
Any proposal of the Committee relating to the disposal of all or part of any freehold land owned by the Association, whether by sale or by the granting of a Long Term Leasehold Interest, shall be put before the Members of the Association in general meeting for approval prior to any binding agreement being entered into, other than an agreement which is conditional upon such approval in a general meeting.
A vote on any such resolution required under Article 6.2 shall be carried if at least two thirds of the Members present vote in favour.
No Regulation made by the Association in general meeting pursuant to Article 46 shall invalidate any prior act of the Committee which would have been valid if such Regulation had not been made.
Committee may delegate
Subject to these Articles, the Committee may delegate any of the powers which are conferred on it under these Articles:
to such person or sub-committee;
by such means (including by power of attorney);
to such an extent;
in relation to such matters or territories; and
on such terms and conditions;

as it thinks fit.

7.2All acts and proceedings delegated under Article 7.1 shall be reported to the Committee in due course.

7.3If the Committee so specifies, any such delegation may authorise further delegation of the Committee's powers by any person to whom they are delegated.

7.4The Committee may revoke any delegation in whole or part, or alter its terms and conditions.

Sub-committees
Sub-committees must follow procedures which are based as far as they are applicable on those provisions of these Articles which govern the taking of decisions by the sub-committee.
The Committee may make Regulations or rules of procedure for all or any Sub-committees, which prevail over Regulations derived from these Articles if they are not consistent with them.
The quorum for meetings of any Sub-committee formed pursuant to the provisions of the Articles shall be three.

DECISION-MAKING BY COMMITTEE MEMBERS

Committee Members to take decisions collectively
Any decision of the Committee must be by a majority decision in accordance with this Article 9.
A decision of the Committee is taken in accordance with this Article when all eligible Committee Members indicate to each other by any means that they share a common view on a matter.
Such a decision may take the form of a resolution to which each eligible Committee Member has indicated agreement by any means.
References in this Article to eligible Committee Members are to members of the Committee who would have been entitled to vote on the matter had it been proposed as a resolution at a meeting of the Committee.
A decision may not be taken in accordance with this Article if the eligible Committee Members would not have formed a quorum at such a meeting in accordance with Article 12.2.
Calling a meeting of the Committee
The Committee may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, provided that at least eight such meetings shall be held in each year.
The Committee shall report on their activities to the members at the general meeting in December.
Any Committee Member may call a meeting of the Committee by giving notice of the meeting to the Committee Members or by directing the Secretary to give such notice.
Notice of any meeting of the Committee must indicate:
its proposed date and time;
where it is to take place; and
if it is anticipated that the Committee Members participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
Notice of a meeting of the Committee must be given to each Committee Member, but need not be in writing. A Committee Member who is absent from Great Britain shall be entitled to notice of a meeting if he has provided a valid email address.
Participation in meetings of the Committee
Subject to these Articles, Committee Members participate in a meeting of the Committee, or part of a meeting of the Committee, when:
the meeting has been called and takes place in accordance with these Articles, and
they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
In determining whether Committee Members are participating in a meeting of the Committee, it is irrelevant where any Committee Member is or how they communicate with each other.
If all the Committee Members participating in a meeting of the Committee are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.
Composition of the Committee and Quorum
At a meeting of the Committee, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
The quorum for meetings of the Committee may be fixed from time to time by a decision of the Committee, but it must never be less than three, and unless otherwise fixed it is five.
Subject to Article 12.4, the Committee may act notwithstanding any vacancy in their body.
If the total number of Committee Members for the time being is less than the quorum required, the Committee Members must not take any decision other than a decision:
to fill a casual vacancy arising among the Committee in accordance with Article 23; or
to call a general meeting so as to enable the Members to fill a casual vacancy arising among the Committee; or
to admit Members to the Association.
Chairing of meetings of the Committee
The Chairman shall be chairman of the Committee. The Chairman shall preside as chairman at all meetings of the Committee at which he shall be present.
If at any meeting the Chairman is not present within fifteen minutes after the time appointed for holding the meeting or he is not willing to preside, the members of the Committee present shall choose one of their number to be chairman of the meeting. The person so appointed for the time being is known as the chairman.
Casting vote
If the numbers of votes for and against a proposal are equal, the Chairman or other Committee Member chairing the meeting of the Committee has a casting vote.
Article 14.1 shall not apply to give a casting vote to the Chairman or other Committee Member chairing the meeting (as appropriate) if, in accordance with these Articles, the Chairman or other Committee Member is not to be counted as participating in the decision-making process for quorum or voting purposes.
Conflicts of interest
Subject to Article 15.2, if a proposed decision of the Committee is concerned with an actual or proposed transaction or arrangement with the Association in which a Committee Member is interested, that Committee Member is not to be counted as participating in the decision-making process for quorum or voting purposes.
The prohibition under Article 15.1 shall not apply when:
the Committee approves the Committee Member counting towards the quorum and voting on the transaction or arrangement notwithstanding such interest;
the Committee Member need not declare an interest pursuant to Section 177 or 182 of the 2006 Act; or
the Committee Member's conflict of interest arises from a permitted cause.
For the purposes of Article 15.2, the following are “permitted causes”:
a guarantee, security or indemnity given, or to be given, by or to a Committee Member in respect of an obligation incurred by or on behalf of the Association or any of its subsidiaries (if any);
subscription, or an agreement to subscribe, for securities of the Association or any of its subsidiaries (if any), or to underwrite, sub-underwrite, or guarantee subscription for any such securities; and
arrangements pursuant to which benefits are made available to employees and Committee Members or former employees and Committee Members of the Association or any of its subsidiaries (if any) which do not provide special benefits for Committee Members or former Committee Members.
For the purposes of this Article 15, references to proposed decisions and decision-making processes include any meeting of the Committee or part of a meeting of the Committee.
Subject to Article 15.6, if a question arises at a meeting of the Committee or of a Sub-committee as to the right of a Committee Member to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting whose ruling in relation to any Committee Member other than himself is to be final and conclusive.
If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman of the meeting, the question is to be decided by a decision of the Committee Members at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.
A Committee Member may vote, and count towards the quorum, in regard to any transaction or arrangement in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict with the interests of the Association only where such matter has been authorised by the Committee in accordance with Section 175 of the 2006 Act.
Records of decisions to be kept
The Committee must ensure that the Association keeps a record, in writing, for at least 10years from the date of the decision recorded, of every decision taken by the Committee and by the Association at general meeting.
Any such records, if purporting to be signed by the chairman of such meeting, or by the chairman of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.
Any such records shall be circulated to all members of the Committee.
Committee Members’ discretion to make further Regulations
Subject to those Regulations to be made, varied or revoked by the Members in general meeting in accordance with Article 46below, the Committee shall have the power to make, vary and revoke the Regulations including, but not limited to, Regulations:
setting out different categories of membership of the Association;
setting the criteria for admission to membership of the Association for the different categories of Members;
creating regulations, standing orders and/or bye-laws for the better administration of the Association and to regulate the function, role and operation of committees to assist the Committee in the better administration of the Association;
setting or adopting such other regulations or policies, including for example child protection and equity policies, as the Committee thinks fit; and
in relation to licensable activities of the Association,

provided that the said Regulations shall be consistent with these Articles and the Companies Acts.