THE COMPANIES ACTS 1985 TO 2006
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COMPANY LIMITED BY GUARANTEE AND
NOT HAVING A SHARE CAPITAL
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ARTICLES OF ASSOCIATION
OF
MUIRFIELD RIDING THERAPY 
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(Adopted by Special Resolution on 8th June 2016)

PRELIMINARY 
1.	The Regulations contained in Table C in the Schedule to the Companies (Tables A to F) Regulations 1985 and the model articles of association as prescribed in Schedule 2 to The Companies (Model Articles) Regulations 2008 shall not apply to the Company, but the following shall be the Regulations of the Company.

INTERPRETATION

1.1	In these Regulations:-
(a)	"the Act" means the Companies Act 2006 including any statutory modification or re-enactment thereof for the time being in force;
(b)	"the Articles" means the Articles of Association of the Company;
(c)	"body" includes any association, body corporate, company, corporation, firm, foundation, institution, organisation, partnership, society, trust or aggregate of persons (whether incorporated or unincorporated);“charity” means a body which is either a “Scottish charity” within the meaning of section 13 of the Charities and Trustee Investment (Scotland) Act 2005 or a “charity” within the meaning of section 1 of the Charities Act 2006, providing (in either case) that its objects are limited to charitable purposes;
(d)	“charitable purposes” shall be as defined in section 7 of the Charities and Trustee Investment (Scotland) Act 2005 which is also regarded as a charitable purpose in relation to the application of the Taxes Acts;
(e)	"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;
(f)	"the Company" means Muirfield Riding Therapy;
(g)	"Directors" means the Directors from time to time and for the time being of the Company, and "Director" means any one of such Directors;
(h)	“electronic form” has the meaning given in section 1168 of the Act;
(i)	"executed" includes any mode of execution;
(j)	"Ordinary Resolution" means a resolution of the members of the Company on which more than 50 per cent of the votes cast are in favour of the resolution;
(k)	“OSCR” means the Office of the Scottish Charity Regulator;
(l)	"person" means any individual or body;
(m)	"Secretary" means (if appointed) 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; 
(n)	"Special Resolution" means a resolution of the members of the Company on which 75 per cent or more of the votes cast are in favour  of the resolution; and
(o)	"the United Kingdom" means Great Britain and Northern Ireland.
1.2	Unless the context otherwise requires, words or expressions contained in these Regulations bear the same respective meanings as in the Act but excluding any statutory modification thereof not in force when these Regulations become binding on the Company.
1.3	Words importing the singular number only shall include the plural number, and vice versa.

OBJECTS AND POWERS

2.1	The Company is established for charitable purposes only.
2.2	The objects for which the Company is established are:
2.2.1	The advancement of health by providing equine-assisted therapy to those with disability; and
2.2.2	The relief of those in need by reason of disability by providing a safe, stimulating environment where people have the opportunity to benefit from equine-assisted therapy, and thereby improving the lives of people with disability, and
2.2.3	To promote the objects of the Riding for the Disabled Association including Carriage Driving (Charity numbers SC039473 and 244108 (England and Wales)).
2.3	The Company’s objects are restricted to those set out in article 2.2 (but subject to article 2.4).
2.4	The Company may by Special Resolution (subject to first obtaining the consent of OSCR) add to, remove or alter the statement of the Company’s objects in article 2.2; on any occasion when it does so, it must give notice to the Registrar of Companies and the amendment will not be effective until that notice is registered with the Registrar of Companies.
2.5	In furtherance of the objects listed in article 2.2 (but not otherwise), the Company shall have the following powers:
(1)	To promote and organise co-operation in the achievement of the above objects and to that end to bring together individuals and representatives of relevant authorities and bodies and to co-operate with any other body.
(2)	To obtain, collect and receive money and funds by way of contributions, donations, affiliation fees, subscriptions, grants, loans and any other lawful method, and to take, accept and receive legacies, gifts and bequests of property of any description (and whether subject to any special trust or not), and to issue and make appeals and to take such other steps as may be required for the purpose of procuring contributions to the funds of the Company by way of donations, affiliation fees, subscriptions, grants, loans, legacies, gifts and bequests of any property (whether subject to any special trust or not) and any other lawful method.
(3)	To act as a source of information and advice to central government, local authorities, universities and other organisations.
(4)	To promote, encourage and/or facilitate research into, and the study of matters connected in any way with, the objects of the Company.
(5)	To gather, produce and distribute information.
(6)	To publish newspapers, periodicals, books, leaflets, reports and other publications and to present, promote, organise, provide, manage and produce films, broadcasts, meetings, seminars, classes, courses, lectures and exhibitions, whether on the premises of the Company or elsewhere, and to levy such charges as the Directors may think fit in connection with the foregoing.
(7)	To purchase, feu, take on lease or in exchange, hire or otherwise acquire any heritable, leasehold or moveable property for the occupation or use of the Company (whether exclusively or jointly with any body or person);  to enter into contracts necessary for the design, approval, construction, provision, maintenance and management of any buildings or facilities; to sell or otherwise dispose of or turn to account any such property; and to furnish, equip, fit out, maintain, alter, enlarge or improve any heritable or leasehold property owned, occupied or used by the Company.
(8)	To subscribe for, take, purchase or acquire and hold any share or shares or other interests in or securities of any company carrying on or intending to carry on any business capable of being carried on so as directly or indirectly to benefit the Company.
(9)	To invest and deal with the funds and monies of the Company not immediately required in or upon such investments, securities or property as may be thought fit.
(10)	To borrow or raise money on such terms and on such security as may be thought fit; and to secure the repayment of any money borrowed, raised or owing by mortgage, charge, floating charge, standard security or lien over the whole or any part of the property and undertaking (whether present or future) of the Company and by like mortgage, charge, floating charge, standard security or lien to secure and guarantee the performance by the Company of any obligation or liability it may undertake.
(11)	To draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments, and to operate bank accounts.
(12)	To make any charitable donation either in cash or other property and to support, undertake or subscribe to any charitable object and to establish, promote, join or support any charitable body subject to such donation, support, undertaking or subscription being within the terms of the Company’s objects set out in article 2.2.
(13)	To undertake and execute charitable trusts, gratuitously or otherwise, the undertaking whereof may be incidental to the attainment of the objects of the Company or any of them.
(14)	To employ and remunerate any person or persons and, subject to article 2.6 hereof, to give pensions, gratuities or charitable aid to any person who has served the Company or to the husband, wife, children or other relatives or dependants of any such person; to make payments towards insurance; and to form and contribute to pensions, provident and benefit funds for the benefit of any such person or of the husband, wife, children or other relatives or dependants of any such person.
(15)	To engage and employ consultants and advisers.
(16)	To arrange, maintain and keep up insurance against any risk, loss or liability to which the Company or any of the members, Directors or other officers of the Company or any of the employees or voluntary workers of the Company may be subject to the fullest extent permitted by the Act and charity law.
(17)	To apply for or otherwise acquire any patent, trademark, copyright or other industrial property right.
(18)	On a winding up of the Company, to transfer or dispose of, with or without any consideration, any part of the property or assets of the Company not required for the objects of the Company to any body formed for charitable purposes or a charitable purpose provided that such body is not carrying on business for profit or gain and prohibits the distribution of its income or property among its members to an extent at least as great as is imposed under or by virtue of article 2.6 hereof all in accordance with article 18 hereof.
(19)	To amalgamate with or affiliate to, or takeover or otherwise acquire or enter into any arrangement with, any charitable body having objects similar to those of the Company and which prohibits the distribution of its income or property among its members to an extent at least as great as is imposed under or by virtue of article 2.6 hereof.
(20)	To enter into any arrangement with any authority or organisation (supreme, national, municipal, local or otherwise) or any university, college, museum or any other body or person.
(21)	To pay the costs and expenses of and incidental to the formation and incorporation of the Company.
(22)	To do all other things incidental or conducive to the attainment of the objects for which the Company is established.
Provided that:-
(i)	in case the Company shall take or hold any property which may be the subject of any trust, the Company shall deal with or invest the same only in such manner as allowed by law, having regard to such trust;
(ii)	the objects of the Company shall not extend  to the regulation of relations between workers and employers or organisations of workers and organisations of employers; and
(iii)	nothing in this article shall authorise the Company to do anything which is not charitable according to the law of Scotland.
2.6	The income and property of the Company, whencesoever derived, shall be applied solely towards the promotion of the objects of the Company as set forth in these articles, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the members of the Company.  Provided that nothing herein shall prevent any payment in good faith by the Company that otherwise complies with prevailing charity law:-
(a)	of reasonable and proper remuneration to any member, officer or employee of the Company (including any Director of the Company) for any services rendered to the Company, provided always that, where a Director of the Company is to be appointed to a salaried office of the Company or to be paid remuneration in return for services rendered, such Director of the Company shall be excluded from, and shall not participate in, the determination of the Company's Directors in regard to such appointment or the termination of such appointment or the amount of remuneration to be paid in respect of such appointment or for such services;
(b)	of interest on money lent by any member of the Company or by any Director of the Company at a rate per annum not exceeding two per centum more than the base rate from time to time and for the time being of the Bank of Scotland or three per centum, whichever is the greater;
(c)	of reasonable and proper rent for premises let to the Company by any member of the Company or by any Director of the Company;
(d)	of out-of-pocket expenses to any Director of the Company;  and
(e)	of reasonable and proper fees, remuneration or other benefit in money or money's worth for any services rendered, or goods supplied, to the Company by any company in which a Director of the Company is a member (provided that such Director shall not hold more than one hundredth part of the capital of such company or, if such Director is the holder of more than one hundredth part of the capital of such company, provided that such Director absents himself or herself from any meeting at which the supply of any such services or goods is discussed and such services are rendered or such goods are supplied on terms and conditions which the other Directors consider are advantageous to the Company), and such Director shall not be bound to account to the Company for any share of profits he or she may receive in respect of such payment.

MEMBERS
3.	
3.1	The liability of the members is limited.
3.2	Every member of the Company undertakes to contribute to the assets of the Company in the event of the Company being wound up while he or she or it is a member of the Company, or within one year after he or she or it ceases to be a member of the Company, for payment of the debts and liabilities of the Company contracted before he or she or it ceases to be a member of the Company, and of the costs, charges and expenses of winding-up and for the adjustment of the rights of the contributories among  themselves, such amount as may be required not exceeding £1.
3.3	The members of the Company shall be the subscribers to the Memorandum of Association of the Company (who shall remain as Members until such time as they either resign as members of the Company or, where they are Directors, they cease to be Directors) and all persons that are appointed as Directors of the Company in accordance with these articles subject always to the terms of these articles.  A person shall not be admitted as a member of the Company unless permitted by these articles. 
3.4	A person who is appointed as a Director will be deemed to have been admitted as a member with effect from the date on which such appointment takes effect and shall be a member of the Company from that date. 
3.5	A member of the Company shall cease to be a member of the Company when such member ceases to be a Director of the Company in accordance with articles 7.10 or 7.14  below or forthwith upon:-
(a)	the delivery to the registered office of the Company of a notice in writing by that member addressed to the Directors resigning as a member of the Company;  or
(b)	the death of that member. 
3.6	 The rights and privileges of a member of the Company shall be personal and shall not be transferable or transmissible by any means.
3.7	A register of the members for the time being of the Company shall be kept by the Companyand shall contain each member's name, address and date of admission to membership of the Company and such register shall, in so far as applicable, comply with the provisions of the Act.

GENERAL MEETINGS

4.1	The Company shall in each calendar year hold a General Meeting as the Company's Annual General Meeting in addition to any other General Meeting of the Company held in that calendar year, and the Company shall specify the General Meeting as the Annual General Meeting in the notice 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, provided that so long as the Company holds the Company's first Annual General Meeting within 18 months of the Company's incorporation, the Company need not hold such first Annual General Meeting in the calendar year of the Company's incorporation or in the following calendar year.  Each Annual General Meeting of the Company shall be held at such time and place as the Directors shall appoint.
4.2	All General Meetings of the Company other than Annual General Meetings shall be called Extraordinary General Meetings.
4.3	The Directors may, whenever they think fit, convene an Extraordinary General Meeting of the Company, and an Extraordinary General Meeting of the Company shall also be convened on such requisition or, in default, may be convened by such requisitionists, as provided by Sections 303 to 305 of the Act.  If at any time there are not within the United Kingdom sufficient Directors capable of acting to form a quorum, any Director may convene an Extraordinary General Meeting of the Company in the same manner as nearly as possible as that in which General Meetings of the Company may be convened by the Directors.
4.4	At least 14 clear days’ notice must be given of an annual general meeting or extraordinary general meeting.  
4.5	The notice shall specify the place, the day and the hour of the General Meeting and, in the case of special business, the general nature of that business, and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in General Meeting, to the members of the Company, to the Directors of the Company; provided that a General Meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in this Regulation, be deemed to have been duly called if it is so agreed:-
(a)	in the case of a General Meeting called as the Annual General Meeting of the Company, by all the members of the Company entitled to attend and vote thereat; and
(b)	in the case of any other General Meeting, by a majority in number of the members of the Company having a right to attend and vote at the General Meeting, being a majority together representing not less than 95 per cent of the total voting rights at that General Meeting of all the members of the Company.
4.6	The accidental omission to give notice of any General Meeting of the Company to, or the non-receipt of a notice of a General Meeting of the Company by, any person entitled to receive notice shall not invalidate the proceedings at that General Meeting. 

PROCEEDINGS AT GENERAL MEETINGS 

5.1	All business shall be deemed special that is transacted at an Extraordinary General Meeting of the Company and also all that is transacted at an Annual General Meeting of the Company.  
5.2	No business shall be transacted at any General Meeting of the Company unless a quorum of members of the Company is present;  save as herein otherwise provided two members of the Company (present in person or by proxy) shall be a quorum.  If and for so long as the Company has only one member, that member (present in person or by proxy) shall be a quorum. 
5.3	If a General Meeting of the Company has been convened upon the requisition of members of the Company and within 30 minutes from the time appointed for the Meeting a quorum is not present, the Meeting shall be dissolved; if within 30 minutes of the time appointed for any other General Meeting of the Company a quorum is not present or a quorum ceases to be present during any General Meeting of the Company, the Meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Directors may determine, and if at the adjourned General Meeting a quorum is not present within 30 minutes from the time appointed for the General Meeting, the member or members of the Company present in person or by proxy shall be a quorum.
5.4	The chairperson of the Directors shall preside as chairperson at every General Meeting of the Company or, if there is no such Chairperson or if he or she shall not be present within 15 minutes after the time appointed for the holding of the General Meeting or is unwilling to act, the Directors present shall elect one of their own number to be chairperson of the General Meeting.
5.5	If at any General Meeting of the Company no Director is willing to act as chairperson or if no Director is present within 15 minutes after the time appointed for holding the General Meeting, the members of the Company present in person or by proxy shall choose one of their own number to be chairperson of the General Meeting.
5.6	The chairperson of a General Meeting of the Company may, with the consent of the General Meeting if a quorum is present at the General Meeting (and shall if so directed by the General Meeting), adjourn the General Meeting from time to time and from place to place, but no business shall be transacted at any adjourned General Meeting of the Company other than the business left unfinished at the General Meeting of the Company from which the adjournment took place.  When a General Meeting of the Company is adjourned for 30 days or more, notice of the adjourned General Meeting shall be given as in the case of an original General Meeting of the Company.  Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned General Meeting of the Company.
5.7	At any General Meeting of the Company a resolution put to the vote of the General Meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairperson of the General Meeting or by any member of the Company present in person or by proxy.  Unless a poll be so demanded, a declaration by the chairperson of the General Meeting that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company 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.
5.8	Except as provided in article 5.11 below, if a poll is duly demanded it shall be taken in such manner and at such time as the chairperson of the General Meeting of the Company directs, and the result of the poll shall be deemed to be the resolution of the General Meeting at which the poll was demanded.  
5.9	Any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.
5.10	The demand for a poll may be withdrawn.
5.11	A poll demanded on the election of a chairperson or on a question of adjournment shall be taken forthwith.
5.12	In the case of an equality of votes at any General Meeting of the Company, whether on a show of hands or on a poll, the chairperson of the General Meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.
5.13	The Directors shall be at liberty to invite any person or persons, not being a member or members of the Company, to attend and speak, but not to vote, at any General Meeting of the Company.

VOTES OF MEMBERS

6.1	On a show of hands every member of the Company who (being an individual) is present in person, or (being a body) is present by a duly authorised representative who is not a member entitled to vote, shall have one vote and on a poll every member of the Company shall have one vote.  On a poll, votes may be given personally or by proxy.
6.2	No objection shall be raised to the qualification of any voter at any General Meeting of the Company except at the General Meeting or adjourned General Meeting at which the vote objected to is tendered, and every vote not disallowed at the General Meeting shall be valid.  Any objection made in due time shall be referred to the chairperson of the General Meeting whose decision shall be final and conclusive.
6.3	An instrument appointing a proxy shall be in writing in common form or in any other form which the Directors shall approve and shall be under the hand of the appointor or the appointor's attorney duly authorised in writing or, if the appointor is a body, either under seal or under the hand of a duly authorised officer or attorney of the body.  A proxy need not be a member of the Company.
6.4	An instrument appointing a proxy and any authority under which it is executed and a copy of such authority certified notarially or in some other way approved by the Directors shall:-
(a)	be deposited at the registered office of the Company or at such other place within the United Kingdom as is specified in the notice convening the General Meeting of the Company or in any instrument of proxy sent out by the Company in relation to the General Meeting of the Company not less than 48 hours before the time for holding the General Meeting or adjourned General Meeting at which the person named in the instrument proposes to vote;  or
(b)	in the case of a poll taken more than 48 hours after it is demanded, be deposited 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
(c)	where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, delivered at the General Meeting of the Company at which the poll was demanded to the chairperson of that General Meeting or to the Secretary (if appointed) or to any Director;
and an instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid.
6.5	An instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
6.6	A vote given or poll demanded by a proxy or by the duly authorised representative of a body 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 registered office of the Company or at such other place at which the instrument of proxy was duly deposited before the commencement of the General Meeting of the Company or adjourned General 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 General Meeting or adjourned General Meeting) the time appointed for taking the poll.

DIRECTORS

7.1	The number of Directors shall not exceed eleven.  The Company need have only one Director for so long as the Company is dormant within the meaning of Sections 480 and 481 of the Act; at any other time the Company shall have a minimum of three Directors.
7.2	The business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting and registering the Company and may exercise all such powers of the Company as are not, by the Act or by the Articles, required to be exercised by the Company in General Meeting, subject nevertheless to the provisions of the Act or the Articles and to such regulations, being not inconsistent with the aforesaid provisions, as may be prescribed by the Company in General Meeting;  but no regulation made by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.
7.3	Subject to article 2.6, the Directors shall be entitled to remuneration for any services actually provided by them to the Company and shall be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or any General Meeting of the Company or otherwise in connection with the business of the Company subject to any such remuneration and/or payment of expenses complying with prevailing charity law.
7.4	The Company shall maintain a register of Directors, setting out full details of each Director, including the date on which he/she became a Director, and also specifying the date on which any person ceased to hold office as a Director.
7.5	No person shall, unless recommended by the Directors for election, be elected as a Director at any General Meeting of the Company unless he or she, or some member of the Company intending to propose him or her, has, at least three days before the General Meeting, left at the registered office of the Company a notice in writing signed by him or her and signifying his or her candidature for election or the intention of such member of the Company to propose him or her for election as a Director of the Company, together in the latter case with a notice signed by the person intended to be proposed stating his or her willingness to be elected.
7.6	The continuing Directors may act notwithstanding any vacancy in their number but, if and for so long as their number is reduced below the number fixed by or pursuant to the Articles as the minimum number of Directors, the continuing Directors may act for the purposes of (i) increasing the number of the members of the Company, (ii) increasing the number of Directors and/or (iii) convening a General Meeting of the Company, but for no other purpose.
7.7	The Directors shall have power from time to time and at any time to appoint any person to be a Director of the Company either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors shall not at any time exceed the number fixed by or pursuant to the Articles.  Any Director so appointed shall hold office only until the next following Annual General Meeting of the Company and, unless he or she is re-appointed at such General Meeting, he or she shall vacate office at the conclusion thereof.  
7.8	At each Annual General Meeting following on the date of adoption of these articles any Director appointed under article 7.7 during the period since the preceding Annual General Meeting shall retire from office and out of the remaining Directors one third (to the nearest round number) shall retire from office and, subject to the provisions of article 7.10 shall be eligible for re-election.
7.9	The Directors to retire under article 7.8 shall be those who have been longest in office since they were last elected or re-elected; as between persons who were last elected / re-elected on the same date, the question of which of them is to retire shall be determined by drawing lots. 
7.10	A person who has served as a Director for a period of 12 years shall automatically vacate office on expiry of that 12 year period and shall then not be re-eligible for re-election for a period of 24 months.
7.11	For the purposes of article 7.10:
(a)	 the period between the date of appointment of a Director and the Annual General Meeting which next follows shall be deemed to be a period of one year, unless it is of less than six month’s duration in which case it shall be disregarded;
(b)	the period between one Annual General Meeting and the next shall be deemed to be a period of one year; and
(c)	if a Director ceases to hold office but is re-appointed as a Director within a period of six months,  he / she shall be deemed to have held office as a Director continuously.
7.12	The Company may by Ordinary Resolution, of which special notice has been given in accordance with Section 312 of the Act, remove from office any Director notwithstanding anything in the Articles or in any agreement between the Company and that Director.
7.13	The Company in General Meeting may appoint any person to be a Director of the Company either to fill a casual vacancy or as an additional Director.
7.14	The office of a Director shall be vacated if he or she:-
(a)	dies; or
(b)	resigns his or her office as a Director or his or her membership of the Company in either case by notice in writing sent to or left at the registered office of the Company addressed to the Directors;  or
(c)	is removed from office by resolution passed by the Company in General Meeting pursuant to Section 168 of the Act;  or
(d)	becomes bankrupt or insolvent or apparently insolvent or makes any arrangement or composition with his or her creditors;  or
(e)	is prohibited by law from being a Director or ceases to hold office by virtue of any provisions of the Act;  or
(f)	becomes incapable for medical reasons of fulfilling the duties of his/her office and such incapacity is expected to continue for a period of more than six months; or
(g)	is debarred under any statutory provision from being a charity trustee; or
(h)	is absent (without permission of the directors) from more than three consecutive meetings of the Directors, and the other Directors resolve to remove him/her from office; or
(i)	accepts remuneration in contravention of article 2.6.
7.15	All acts done by the Directors or by any committee of the Directors or by any person acting as a Director or as a member of any such committee shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or any person acting as aforesaid or that any Director or any member of the relevant committee of the Directors was disqualified, be as valid as if every Director or every such person had been duly appointed.
7.16	The Directors may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking and property, or any part thereof, as security for any debt, liability or obligation of the Company or of any third party.
7.17	All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such a manner as the Directors shall from time to time determine.
7.18	The Directors shall cause minutes to be made:-
(a)	of all appointments of officers made by the Directors or by the Company in General Meeting;
(b)	of the names of the Directors present at each meeting of the Directors and of the names of the members of any committee of the Directors present at each meeting of such committee; and
(c)	of all resolutions and proceedings at all General Meetings of the Company and at all meetings of the Directors and of any committee of the Directors.

MEETINGS OF THE DIRECTORS

8.1	The Directors shall elect one of their own number as chairperson of the meetings of the Directors and may determine the period for which the chairperson is to hold office.  If no such chairperson is elected or if at any meeting of the Directors the chairperson elected by the Directors is not present within 15 minutes after the time appointed for holding the meeting, the Directors present may elect another of their number to be chairperson of the meeting.
8.2	A Director of the Company may, and the Secretary (if appointed) on the requisition of any Director of the Company shall, at any time summon a meeting of the Directors.  It shall not be necessary to give notice of a meeting of the Directors to any Director for the time being absent from the United Kingdom.
8.3	The Directors may meet for the despatch of business, adjourn and otherwise regulate their meetings as they think fit, provided always that the Directors shall meet not less than four times in each calendar year.  Each Director shall have one vote and questions arising at any meeting of the Directors shall be determined by a majority of the votes of the Directors present.  In the case of any equality of votes, the chairperson of the meeting shall have a second or casting vote.
8.4	The quorum of Directors necessary for the transaction of business at any meeting of the Directors may be fixed by the Directors and unless so fixed shall be two for so long as there is more than one Director and shall be one for so long as there is a sole Director.
8.5	A meeting of the Directors, or of a committee of the Directors, may consist of a conference between Directors or, as the case may be, members of the committee who are not all in one place, but of whom each is able to speak to each of the others and to be heard by each of the others simultaneously.  Alternatively, such a meeting can take place by a series of telephone calls from the chairperson of the meeting.  A Director or a member of the relevant committee taking part in such a conference or telephone call shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in the quorum accordingly.  Such a meeting shall be deemed to take place where the largest group of those participating in the conference is assembled or, if there is no such group or if the meeting takes place by a series of telephone calls from the chairperson, where the chairperson of the meeting then is.  The word "meeting" when referring to a meeting of the Directors, or of a committee of the Directors, in the Articles shall be construed accordingly.
8.6	A resolution in writing, signed by all the Directors for the time being entitled to receive notice of a meeting of the Directors, shall be as valid and effective as if it had been passed at a meeting of the Directors duly convened and held, and may consist of several documents in the like form each signed by one or more of the Directors.
8.7	The Directors may invite or allow any person as they may consider appropriate to attend and speak, but not to vote, at any meeting or meetings of the Directors.
8.8	A Director must declare the nature and extent of any interest, direct or indirect, which he has in a proposed transaction or arrangement with the Company or in any transaction or arrangement entered into by the Company which has not previously been declared and must re-declare the nature and extent of any interest (direct or indirect) at a Directors’ or committee meeting at or before the time discussion begins on the matter.  After providing any information requested, a Director must absent himself from any discussions of the Directors in which it is possible that a conflict will arise between his duty to act solely in the interests of the Company and any personal interest (including but not limited to any personal financial interest). 
8.9	Notwithstanding the provisions of article 8.8, if a conflict of interests arises for a Director and the conflict is not authorised by virtue of any other provision in these articles, the unconflicted Directors, provided they form a quorum and are satisfied that it is in the best interests of the Company to do so, may authorise such a conflict of interests where the following conditions apply:
8.9.1	other than providing information, the conflicted Director takes no part in deliberations on any arrangement or transaction to which the conflict of interest relates; 
8.9.2	the conflicted Director does not vote on any such matter and is not to be counted when considering whether a quorum of Directors is present at the meeting; 
8.9.3	the unconflicted Directors consider it is in the interests of the Company to authorise the conflict of interests in the circumstances applying; and
8.9.4	the terms of Section 66 of the Charities and Trustee Investment (Scotland) Act 2005 are not thereby contravened.
For the purposes of this article, a Director shall be deemed to have an interest in an arrangement if there is a direct or indirect benefit of any nature to that Director or to a connected person as defined in section 252 of the Act.

CHIEF EXECUTIVE AND EMPLOYEES

9.1	The Directors may from time to time appoint and remove a Chief Executive who shall hold office on such terms and conditions and for such remuneration as may be fixed by the Directors.  The Directors may delegate to the Chief Executive such powers and duties as the Directors think fit.  
9.2	The Directors may also appoint, and in the Directors' discretion remove, such employees and agents for permanent, temporary or special services as the Directors may from time to time think fit and may determine their powers and duties and fix their salaries and emoluments and other terms and conditions of employment or engagement.

HONORARY OFFICERS

10.	The Directors may from time to time appoint one or more Honorary Officers of the Company on such terms and conditions, for such period and for such honoraria as the Directors think fit.

COMMITTEES AND OPERATING GROUP

11.1	The Directors may delegate any of their powers to a committee or committees consisting of such persons (whether or not being Directors) as the Directors shall determine. Each committee must consist of a minimum of 2 Directors and any number of non-Directors. Any committee so formed shall in the exercise of the powers delegated to it conform to any regulations that may be imposed upon it by the Directors and shall report to the Directors the deliberations of the committee and any resolution passed or decision taken and shall otherwise be responsible to the Directors in accordance with guidelines or delegated authority levels approved by the Directors from time to time.
11.2	Any committee established under article 11.1shall elect a chairperson of its meetings; if no such chairperson is elected, or if at any meeting the chairperson is not present within 15 minutes after the time appointed for holding the meeting, the members of the committee present shall elect one of their number to be chairperson of the meeting.  A committee shall (subject to the rules and regulations in accordance with which the committee is established) meet and adjourn as the committee thinks proper.
11.3	Each member of a committee of the Directors shall have one vote.  Questions arising at any meeting of a committee of the Directors shall be determined by a majority of votes of the members of the committee present, and in the case of an equality of votes the chairperson of the meeting shall have a second or casting vote.
11.4	A committee may (unless the Directors shall otherwise determine) invite or allow such persons as the committee may consider appropriate (not being a member of such committee) to attend and speak, but not to vote, at any meeting or meetings of the committee.
11.5	The Directors may additionally delegate the day to day management of the Company to the members of an operating group formed for such purpose (including a chief executive if appointed) on the following basis:
11.5.1	the delegated power shall be to manage the Company by implementing the policy and strategy adopted by and within a budget approved by the Directors;
11.5.2	the Directors shall provide the operating group with a description of its role and the extent of its authority; and
11.5.3	the operating group must report regularly to the Directors on the activities undertaken in managing the Company. 
11.6	The Directors shall have the authority to revoke or amend any delegation of authority entered into from time to time.

SECRETARY

12.	The Company may, but is not required, to have a Secretary. Where appointed the Secretary shall be appointed by the Directors for such term and (subject to the Articles) at such remuneration and upon such conditions as the Directors may think fit; and the Secretary may be removed by the Directors. The Secretary may be a Director of the Company however where a Director is to be appointed to such office such Director shall be excluded from, and shall not participate in, the determination of the Company's Directors in regard to such appointment or the termination of such appointment and where remuneration is proposed to be paid in respect of such office the provisions of article 2.6 shall apply. Where the Secretary is a Director, the termination of their role as Secretary shall not automatically terminate their role as a Director.

SEAL

13.	The Company shall not have a seal.

ACCOUNTS

14.1	The Directors shall cause accounting records to be kept by the Company in accordance with all applicable statutory requirements, including the Act.
14.2	The Directors shall, if they see fit, appoint a Treasurer of the Company at such remuneration and upon such conditions as the Directors may think fit; and the Treasurer may be removed by the Directors.  The Treasurer may be a Director and / or may be the same person as the Secretary however where a Director is to be appointed to such office such Director shall be excluded from, and shall not participate in, the determination of the Company's Directors in regard to such appointment or the termination of such appointment and where remuneration is proposed to be paid in respect of such office the provisions of article 2.6 shall apply. Where the Treasurer is a Director, the termination of their role as Treasurer shall not automatically terminate their role as a Director. 
14.3	The accounting records shall be kept at the registered office of the Company or, subject to the Act, at such other place or places as the Directors may think fit, and shall always be open to the inspection of any Director.

NOTICES

15.1	Any notice which requires to be given to a member under these articles shall be given either in writing or by electronic means; such a notice may be given personally to the member or be sent by post in a pre-paid envelope addressed to the member at the address last intimated by him/her to the Company or (in the case of a member who has notified the Company of an address to be used for the purpose of electronic communications) may be given to the member by electronic means. 
15.2	Any notice, if sent by post, shall be deemed to have been given at the expiry of 24 hours after posting; for the purpose of proving that any notice was given, it shall be sufficient to prove that the envelope containing the notice was properly addressed and posted.
15.3	Any notice sent by electronic means shall be deemed to have been given at the expiry of 24 hours after it is sent; for the purpose of proving that any notice sent by electronic means was indeed sent, it shall be sufficient to provide any of the evidence referred to in the relevant guidance issued from time to time by the Chartered Institute of Secretaries and Administrators. 
15.4	Any person described in the Company's register of members by an address not within the United Kingdom, who shall from time to time give to the Company an address within the United Kingdom at which notices may be served upon that person, shall be entitled to have notices served upon that person at such address;  save as aforesaid, only members of the Company described in the Company's register of members by an address within the United Kingdom, or who have notified the Company of an address to be used for the purpose of electronic communications, shall be entitled to receive any notice from the Company.
15.5	Notice of every General Meeting of the Company shall be given in any manner hereinbefore authorised to:-
(a)	every member of the Company (except any member of the Company whose registered address in the register of members of the Company is not within the United Kingdom and who has not supplied to the Company an address within the United Kingdom for the giving of notices to that member or who has elected to receive notices by electronic means); and
(b)	every Director;  and
No other person shall be entitled to receive notice of any General Meeting of the Company.
15.6	A member of the Company present, either in person or by proxy, at any General Meeting of the Company shall be deemed to have received notice of that General Meeting and, where requisite, of the purposes for which that General Meeting was called.

INDEMNITY

16.	Every Director and every member of a committee of the Directors, the Chief Executive (if any) of the Company and any agent, Secretary, Honorary Officer and other officer from time to time and for the time being of the Company shall be indemnified (to the extent permitted by sections 232, 234, 235, 532 and 533 of the Act) out of the assets of the Company against any liability incurred by him or her in defending any proceedings, whether civil or criminal, in which judgement or decree is given in his or her favour or in which he or she is acquitted or in connection with any application n which relief is granted to him or her by the court from liability for negligence, default or breach of trust in relation to the affairs of the Company.
17.	The Company shall be entitled to purchase and maintain for any Director insurance against any loss or liability which any Director or other officer of the Company may sustain or incur in connection with the execution of the duties of his/her office, and such insurance may extend to liabilities of the nature referred to in section 232(2) of the Act (negligence etc. of a director).

DISSOLUTION

18.	If upon the winding-up or dissolution of the Company there remains, after the satisfaction of all the Company's debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Company but shall be given or transferred to some other charitable body or bodies having objects similar to the objects of the Company, and which prohibits or prohibit the distribution of its or their income and property to its or their members to an extent at least as great as is imposed on the Company under or by virtue of article 2.6 hereof, such body or bodies to be determined by the members of the Company at or before the time of dissolution, and in so far as effect cannot be given to the aforesaid provision, then to some other charitable object.