This document outlines the Articles of Association for IMCA Holdings Ltd, a private company limited by guarantee incorporated on 27 September 2016.
The document establishes the governance framework, membership criteria, directors' roles, and operational procedures under the Companies Act 2006.
Contents
- Defined terms
- Liability of members
- Directors’ general authority
- Members’ reserve power
- Directors may delegate
- Committees
- Directors to take decisions collectively
- Unanimous decisions
- Calling a directors’ meeting
- Participation in directors’ meetings
- Quorum for directors’ meetings
- Chairing of directors’ meetings
- Casting vote at directors’ meetings
- Chief executive and secretariat
- Conflicts of interest
- Records of decisions to be kept
- Directors’ discretion to make further rules
- Bye-laws
- Methods of appointing directors
- Termination of director’s appointment
- Directors’ remuneration
- Applications for membership
- Membership criteria
- Membership categories
- Voting rights of members
- Services to corresponding members
- Subscriptions
- Resignation and termination of membership
- Expulsion of member
- Attendance and speaking at general meetings
- Chairing general meetings
- Attendance and speaking by directors and non-members
- Adjournment
- Annual general meeting
- General meetings and voting rights
- Procedure at general meetings
- Voting: general
- Errors and disputes
- Poll votes
- Delivery of proxy notices
- Amendments to resolutions
- Means of communication to be used
- Access to company financial and accounting records
- Provision for employees on cessation of business
- Alteration to articles of association
- Finance
- Borrowing
- Indemnity
- Insurance
- Dissolution
Revision
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Rev. - November 2016Articles of association adopted