Archived decisions

HFRA 13 12 2006 RCC: LACC Governance Arrangements - Appendix 2

TE comments 20/11/06

The Companies Acts 1985 and 1989

Company limited by Guarantee

Articles of Association

of South East Fire and Rescue Control Centre Limited

Interpretation

1. In these regulations:

the Act means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force.

Applicable Law means any applicable law (whether criminal, civil or administrative), whether common law, judgment, court order, statute, statutory instrument, regulation, directive, European Community decision (insofar as legally binding), by-law or treaty.

these articles means these articles of association of the company whether as originally adopted or as altered from time to time by the requisite resolution of the members.

Authority means a fire and rescue authority under the FRSA.

clear days in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.

communication means the same as in the Electronic Communications Act 2000.

the Company means South East Fire and Rescue Centre Limited.

electronic communication means the same as in the Electronic Communications Act 2000.

executed includes any mode of execution.

FRSA means the Fire and Rescue Services Act 2004.

Local Authorities Order means the Local Authorities (Companies) Order 1995.

Local Government Act means the Local Government Act 1972.

Observer means any person authorised to attend a general meeting or a meeting of the Board pursuant to regulation 7.

office the registered office of the Company.

the seal means the common seal of the Company.

secretary means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.

the United Kingdom means Great Britain and Northern Ireland.

Unless the context otherwise requires, words or expressions contained in these regulations bear the same meaning as in the Act but excluding any statutory modification thereof not in force when these regulations become binding on the Company.

The appendix forms part of these articles and shall have the same force and effect as if set out in the body of these articles and reference to these articles shall include the appendix.

Members

2. The subscribers to the Memorandum of Association of the Company and such other persons as are admitted to membership in accordance with the articles shall be members of the Company.

3. No person shall be admitted as a member who is not an Authority.

4. A person shall automatically cease to be a member immediately on the happening of any of the following events:

(a) if by at least seven clear days' notice in writing to the Company that member resigns its membership; or

(b) if that member ceases to be an Authority

5. The rights and privileges of a member shall not be transferable or transmissible by operation of law to any person who is not a member.

General meetings

6. The Company shall hold an annual general meeting each year in addition to any other meetings in that year and shall specify the meeting as such in the notices calling it. Not more than 15 months shall elapse between the date of one annual general meeting of the Company and that of the next. The Company shall hold its first annual general meeting within 18 months of its incorporation. All general meetings other than annual general meetings shall be called extraordinary general meetings.

7. The directors may call general meetings and, on the requisition of members pursuant to the provisions of the Act, shall forthwith proceed to convene an extraordinary general meeting for a date not later than eight weeks after receipt of the requisition. If there are not within the United Kingdom sufficient directors to call a general meeting, any director or any member of the Company may call a general meeting.

8. The directors shall be entitled to invite any one or more persons (each an Observer) other than the directors to attend, in observer capacity, any general meeting of the Company.

Notice of general meetings

9. An annual general meeting and an extraordinary general meeting called for the passing of a special resolution or a resolution appointing a person as a director shall be called by at least twenty-one clear days' notice. All other extraordinary general meetings shall be called by at least fourteen clear days' notice but a general meeting may be called by shorter notice if it is so agreed:

(a) in the case of an annual general meeting, by all the members entitled to attend and vote at that meeting; and

(b) in the case of any other meeting by a majority in number of the members having a right to attend and vote being a majority together holding not less than ninety-five per cent of the total voting rights at the meeting of all the members.

The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such.

The notice shall be given to all the members and to the directors and auditors.

10. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings or any resolution passed at that meeting.

Proceedings at general meetings

11. Each member, for so long as it remains a member of the Company, shall be entitled to appoint an authorised representative to attend, speak and vote on their behalf at general meetings and reference to the "members" in these regulations shall be construed accordingly.

12. No business shall be transacted at any meeting unless a quorum is present. Subject to regulation 14, five persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation, shall be a quorum.

13. If the number of members falls below three, the remaining members may continue to act for the purpose of increasing the membership and for appointing any new member of the Company.

14. If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the directors may determine.

15. Any member may participate in a general meeting by means of a conference telephone or similar communications system whereby all persons participating in the meeting can hear and address each other and participation in a general meeting in this manner shall be deemed to constitute presence at such meeting for all purposes including that of establishing a quorum. A general meeting held by such means shall be deemed to take place where the largest group of participants in number is assembled. In the absence of such a majority the location of the member's chairman shall be deemed to be the place of the general meeting.

16. The chairman, if any, of the board of directors or in his or her absence some other director nominated by the directors shall preside as chairman of the meeting, but if neither the chairman nor such other director (if any) be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the directors present shall elect one of their number to be chairman and, if there is only one director present and willing to act, he or she shall be chairman.

17. If no director is willing to act as chairman, or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairman.

18. A director shall, notwithstanding that he or she is not a member, be entitled to attend and speak at any general meeting.

19. The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen days or more, at least seven clear days' notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.

20. A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Subject to the provisions of the Act, a poll may be demanded:

(a) by the chairman; or

(b) by at least two members having the right to vote at the meeting; or

(c) by a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting;

and a demand by a person as proxy for a member shall be the same as a demand by the member.

21. Unless a poll is duly demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

22. The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

23. A poll shall be taken as the chairman directs and he or she may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

24. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he or she may have.

25. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the chairman directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

26. No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken.

27. A resolution in writing executed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more members.

Votes of members

28. The number of votes which each member present in person shall have on a show of hands or which each member present in person or by proxy shall have on a poll shall be as agreed in writing from time to time by the members.

29. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.

30. The appointment of a proxy shall be executed by or on behalf of the appointor and shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the directors may approve) -

"South East Fire and Rescue Control Centre Limited

I/We,** , of ** , being a member/members of the above-named company, hereby appoint ** of ** , or failing him, ** of ** , as my/our proxy to vote in my/our name[s] and on my/our behalf at the annual/extraordinary general meeting of the company to be held on ** , and at any adjournment thereof.

Signed on ** ."

31. Where it is desired to afford members an opportunity of instructing the proxy how he or she shall act the appointment of a proxy shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the directors may approve) -

" South East Fire and Rescue Control Centre Limited

I/We, ** , of ** , being a member/members of the above-named company, hereby appoint ** of ** , or failing him, ** of ** , as my/our proxy to vote in my/our name[s] and on my/our behalf at the annual/extraordinary general meeting of the company, to be held on ** , and at any adjournment thereof.

This form is to be used in respect of the resolutions mentioned below as follows:

Resolution No.l *for *against

Resolution No.2 *for *against.

*Strike out whichever is not desired.

Unless otherwise instructed, the proxy may vote as he or she thinks fit or abstain from voting.

Signed this ** day of ** ."

32. The appointment of a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the directors may-

(a) in the case of an instrument in writing, be deposited at the office, or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting, not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote;

(b) in the case of an appointment contained in an electronic communication, where an address has been specified for the purpose of receiving electronic communications:

(i) in the notice convening the meeting, or

(ii) in any instrument of proxy sent out by the Company in relation to the meeting, or

(iii) in any invitation contained in an electronic communication to appoint a proxy issued by the Company in relation to the meeting,

be received at such address not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote;

(c) in the case of a poll taken more than 48 hours after it is demanded, be deposited or received as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or

(d) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any director;

and an appointment of proxy which is not deposited, delivered or received in a manner so permitted shall be invalid. In this regulation and the next, "address", in relation to electronic communications, includes any number or address used for the purposes of such communications.

33. A vote given or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Company at the office or at such other place at which the instrument of proxy was duly deposited or, where the appointment of the proxy was contained in an electronic communication, at the address at which such appointment was duly received before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.

Conduct of the Company's affairs

34. The members and directors shall exercise all voting rights held by them in relation to the Company so as to procure (insofar as they are able by the exercise of such rights) that:

(a) the Company fully complies with any obligations which it may from time to time have pursuant to Applicable Law, including (so far as applicable) the Local Government Act, Local Authorities Order and the Act, including but not limited to:

(i) the requirement to state in all relevant documents that the Company is controlled by the relevant Fire and Rescue Authorities, as required by the Local Authorities Order;

(ii) the requirement to obtain the Audit Commission's consent to the appointment of the Company's auditor as required by the Local Authorities Order; and

(iii) the requirement to, until the expiry of the period of four years beginning with the date of the meeting, to make available for inspection by any member of the public, a copy of the minutes of any General Meeting of the Company as required by the Local Authorities Order. In accordance with the Local Authorities Order, no copies of minutes are to be made available which include any matter the disclosure of which would be in breach of any enactment, or of an obligation owed to any person;

(b) the activities of the Company are at all times consistent with the functions which may be performed by the members in their respective capacities as public sector bodies.

Number of directors

35. Unless otherwise determined by ordinary resolution, the number of directors (other than alternate directors) shall not be subject to any maximum. No person shall be appointed as a director who is not either a member or (if that member is not a director) a person appointed by a member in accordance with regulation 36.

36. Each member shall, if it is not itself a director or is not legally permitted to be a director, be entitled for so long as it is a member of the Company to appoint one natural person as a director and may at any time remove such person and appoint another person in his or her place.

37. Removal of a director shall be deemed to take place in any of the circumstances specified in regulation 48.

Alternate directors

38. Any director (other than an alternate director) may appoint any other director, or any other person willing to act, to be an alternate director and may remove from office an alternate director so appointed by him.

39. An alternate director shall be entitled to receive notice of all meetings of directors and of all meetings of committees of directors of which his or her appointor is a member, to attend and vote at any such meeting at which the director appointing him is not personally present, and generally to perform all the functions of his or her appointor as a director in his or her absence but shall not be entitled to receive any remuneration from the Company for his or her services as an alternate director. But it shall not be necessary to give notice of such a meeting to an alternate director who is absent from the United Kingdom.

40. An alternate director shall cease to be an alternate director if his or her appointor ceases to be a director; but, if a director retires by rotation or otherwise but is reappointed or deemed to have been reappointed at the meeting at which he or she retires, any appointment of an alternate director made by him which was in force immediately prior to his or her retirement shall continue after his or her reappointment.

41. Any appointment or removal of an alternate director shall be by notice to the Company signed by the director making or revoking the appointment or in any other manner approved by the directors.

42. Save as otherwise provided in these articles, an alternate director shall be deemed for all purposes to be a director and shall alone be responsible for his or her own acts and defaults and he or she shall not be deemed to be the agent of the director appointing him.

Powers of directors

43. Subject to the provisions of the Act, the memorandum and these articles (including, without limitation to the generality of the foregoing, regulation 44) and to any directions given by special resolution, the business of the Company shall be managed by the directors who may exercise all the powers of the Company. No alteration of the memorandum or articles and no such direction shall invalidate any prior act of the directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this regulation shall not be limited by any special power given to the directors by these articles and a meeting of directors at which a quorum is present may exercise all powers exercisable by the directors.

44. No decision relating to the matters listed in Part 1 of the appendix may be taken or implemented by the company unless such matter has been unanimously approved by all of the directors entitled to receive notice of a meeting of directors. No decision relating to the matters listed in Part 2 of the appendix may be taken or implemented by the company unless the company has received the prior written consent of all of the members to such matter.

45. The directors may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of its powers.

Delegation of directors' powers

46. The directors may delegate any of their powers to any committee consisting of one or more directors. They may also delegate to any managing director or any director holding any other executive office such of their powers as they consider desirable to be exercised by him. Any such delegation may be made subject to any conditions the directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the articles regulating the proceedings of directors so far as they are capable of applying.

Retirement of directors

47. The directors shall not be required to retire by rotation.

Disqualification and removal of directors

48. The office of a director shall be vacated if:

(a) he or she ceases to be a director by virtue of any provision of the Act or he or she becomes prohibited by law from being a director; or

(b) he or she becomes bankrupt or makes any arrangement or composition with his or her creditors generally; or

(c) he or she is, or may be, suffering from mental disorder and either:

(i) he or she is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1960, or

(ii) an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his or her detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his or her property or affairs; or

(d) he or she resigns the office by notice to the Company; or

(e) he or she shall for more than six consecutive months have been absent without permission of the directors from meetings of directors held during that period and the directors resolve that the office be vacated; or

(f) he or she is directly or indirectly interested in any contract with the Company and, in the opinion of the directors (acting reasonably) (including on recommendation by the secretary) has failed to declare his or her interest in manner required by the Act and these regulations; or

(g) the director is a member, or is appointed by a member under regulation 36, that member ceases to be a member of the Company; or

(h) he or she is removed under regulation 36 by the member that appointed him or her.

Remuneration of directors

49. The directors shall not be entitled to any remuneration in their capacity as such.

Directors' expenses

50. No director may be paid any travelling, hotel, or other expenses incurred by them in connection with their attendance at meetings of directors or committees of directors or general meetings or otherwise in connection with the discharge of their duties without the prior written approval of the members.

Directors' appointments and interests

51. Subject to the provisions of the Act, the directors may appoint one or more of their number to the office of managing director or to any other executive office under the Company and may enter into an agreement or arrangement with any director for his or her employment by the Company or for the provision by him of any services outside the scope of the ordinary duties of a director. Any such appointment, agreement or arrangement may be made upon such terms as the directors determine and they may remunerate any such director for his or her services as they think fit. Any appointment of a director to an executive office shall terminate if he or she ceases to be a director but without prejudice to any claim to damages for breach of the contract of service between the director and the Company.

52. Save as otherwise provided by these regulations and subject to regulation 54, a director shall not vote in respect of any contract or arrangement in which he or she is directly or indirectly interested or any matter arising out of such contract or arrangement or any matter which conflicts or may conflict with the interests of the Company and if he or she does so vote his or her vote shall not be counted. A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he or she is not entitled to vote. A director shall not be deemed to be interested in a contract or arrangement with any Authority (or any other fire and rescue authority for the purposes of the Fire and Rescue Services Act 2004 or equivalent authorities in Scotland) merely by reason that he or she or his or her spouse or registered civil partner is a member, officer or employee of any Authority (or any other fire and rescue authority for the purposes of the Fire and Rescue Services Act 2004 or equivalent authorities in Scotland) but a director appointed by an Authority under regulation 36 shall declare the interest of that Authority in any contract or arrangement with the Company.

53. All directors who are members, officers or employees of any Authority shall comply with the requirements of any codes of conduct of such Authority for the time being in force in respect of members, officers and/or employees of such Authority relating to the declaration of personal and prejudicial interests including for the avoidance of doubt the Model Code of conduct for Local Authorities. Those directors shall respectively declare personal interests as defined in such codes at any meeting of the directors or committee at which the matter giving rise to the interest is considered and, in the case of prejudicial interests as defined in such codes, shall not participate in any decisions to be made by the Company and shall withdraw from any meeting of the directors or committee at which such matter is considered.

54. Subject always to compliance with any of the Codes referred to in regulation 53 above the Company may by unanimous resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of these articles prohibiting a director from voting at a meeting of directors or of a committee of directors.

55. Where proposals are under consideration concerning the appointment of two or more directors to offices or employments with the Company or any body corporate in which the Company is interested the proposals may be divided and considered in relation to each director separately and (provided he or she is not for another reason precluded from voting) each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his or her own appointment.

56. If a question arises at a meeting of directors or of a committee of directors as to the right of a director to vote, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his or her ruling in relation to any director other than himself shall be final and conclusive.

Proceedings of directors

57. Subject to the provisions of the articles, the directors may regulate their proceedings as they think fit.

58. A director may, and the secretary at the request of a director shall, call a meeting of the directors at any time. Any such notice shall include an agenda of the matters to be discussed at such meeting. The number of votes which each director shall have shall be as agreed in writing from time to time by the members.

59. The quorum for the transaction of the business of the directors shall be five. A person who holds office only as an alternate director shall, if his or her appointor is not present, be counted in the quorum.

60. If such a quorum is not present within half an hour from the time appointed for the meeting or if during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to the same day the next week at the same time and place or to such time and place as the directors may determine. If a quorum is not present at such reconvened meeting, the meeting shall be dissolved.

61. The continuing directors may act notwithstanding any vacancies in their number, but, if the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.

62. The directors may appoint one of their number to be the chairman of the board of directors and may at any time remove him from that office. Unless he or she is unwilling to do so, the director so appointed shall preside at every meeting of directors at which he or she is present. But if there is no director holding that office, or if the director holding it is unwilling to preside or is not present within ten minutes after the time appointed for the meeting, the directors present may appoint one of their number to be chairman of the meeting.

63. All acts done by a meeting of directors, or of a committee of directors, or by a person acting as a director shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director and had been entitled to vote.

64. A resolution in writing signed by all the directors entitled to receive notice of a meeting of directors or of a committee of directors shall be as valid and effectual as if it had been passed at a meeting of directors or (as the case may be) a committee of directors duly convened and held and may consist of several documents in the like form each signed by one or more directors; but a resolution signed by an alternate director need not also be signed by his or her appointor and, if it is signed by a director who has appointed an alternate director, it need not be signed by the alternate director in that capacity.

65. Any director may participate in a meeting of the directors by means of a conference telephone or similar communications system whereby all persons participating in the meeting can hear and address each other and participation in a meeting of the directors in this manner shall be deemed to constitute presence at such meeting for all purposes including that of establishing a quorum. A meeting of the directors held by such means shall be deemed to take place where the largest group of participants in number is assembled. In the absence of such a majority the location of the chairman shall be deemed to be the place of the meeting of the directors.

Secretary

66. Subject to the provisions of the Act, the secretary shall be appointed by the directors for such term, at such remuneration and upon such conditions as they may think fit; and any secretary so appointed may be removed by them. No director shall be appointed as the secretary.

Minutes

67. The directors shall cause minutes to be made in books kept for the purpose -

(a) of all appointments of officers made by the directors; and

(b) of all proceedings at meetings of the Company and of the directors, and of committees of directors, including the names of the directors present at each such meeting.

The seal

68. If the Company has a seal, it shall be entrusted to the Company Secretary and shall be kept at the registered office with the Statutory Books of the Company and shall only be used by the authority of the directors or of a committee of directors authorised by the directors. The directors may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a director and by the secretary or by a second director.

Accounts

69. Any member shall and their auditors shall have the right to inspect any accounting records or other book or document of the Company except as restricted by statute.

Notices

70. Any notice to be given to or by any person pursuant to the articles (other than a notice calling a meeting of the directors) shall be in writing or shall be given using electronic communications to an address for the time being notified for that purpose to the person giving the notice. In this regulation and the next, "address", in relation to electronic communications, includes any number or address used for the purposes of such communications.

71. The Company may give any notice to a member or director either personally, or by sending it by post in a prepaid envelope addressed to the member or director at the address within the United Kingdom that he, she or it has notified to the Company, or by leaving it at that address, or by giving it using electronic communications to an address for the time being notified to the Company by the member or director.

72. A member present, either in person or by proxy, at any meeting of the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.

73. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted or, in the case of a notice contained in an electronic communication, at the expiration of 48 hours after the time it was sent.

Indemnity

74. Subject to the provisions of the Act but without prejudice to any indemnity to which a director may otherwise be entitled, every director or other officer or auditor of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favour or in which he or she is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company.

75. The board shall have power to purchase and maintain for any director, secretary, auditor or other officer of the Company insurance against any such liability as is referred to in section 309A(1) of the Companies Act 1985.

APPENDIX

Part 1 - Unanimous consent of the directors

1. The taking of any loan, borrowing or credit by the company (whether a single transaction, a series of transactions or transactions in aggregate during the lifetime of the company) above such level as the members from time to time agree in writing.

Part 2 - Unanimous consent of the members

2. The making of any variation to the Memorandum or these articles.

3. The amalgamation or merger of the company with any other company, business or undertaking or the acquisition of any shares in any company or any business or undertaking of any person or the participation by the company in any legal partnership or joint venture (whether incorporated or not).

4. The making any petition or resolution to wind-up the company or any application for administration or giving any notice of intention to an administrator unless in any case the company is at the relevant time insolvent and the directors reasonably consider (taking into account their fiduciary duties) that the company ought to be wound-up.

Names, addresses and descriptions of subscribers

Dated the ** day of **

Sec/WP/W/Corporate/HFRA HFRA 13 12 06 RCC LACC Appx 2 4/12/06