Articles of association

  • Other
  • November 2016

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

  • Rev. - November 2016
    Articles of association adopted