THE COMPANIES ACT 2006
PRIVATE COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION OF
THE SOCIETY OF LAW ACCOUNTANTS IN SCOTLAND (THE “SOCIETY”)
1 PRELIMINARY
In these Articles, unless the context otherwise requires, the following definitions apply:
“Act” the Companies Act 2006;
“Articles” the Society’s articles of association for the time being in force;
“Associate Member” a member of the Society as defined in article 3.3 and “Associate Membership” shall be construed accordingly;
“business days” any day (other than a Saturday, Sunday or a bank or public holiday in the United Kingdom) on which clearing banks in the city of Edinburgh are generally open for business;
“Council” the board of directors of the Society;
“eligible director” a director who would be entitled to vote on the matter at a meeting of directors (but excluding any director whose vote is not to be counted in respect of the particular matter);
“Full Member” a member of the Society as defined in article 3.2 and “Full Membership” shall be construed accordingly;
“Honorary Member” a member of the Society appointed in accordance with article 3.5;
“Members” Full Members, Associate Members and Honorary Members and “Membership” shall be construed accordingly; and
“Model Articles” the model articles for private companies limited by guarantee contained in Schedule 2 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229) as amended prior to the date on which these Articles become binding on the Society.
1.1 Save as otherwise specifically provided in these Articles, words and expressions which have particular meanings in the Model Articles shall have the same meanings in these Articles. Subject to which and unless the context otherwise requires, words and expressions which have particular meanings in the Act shall have the same meanings in these Articles.
1.2 Headings in the Articles are used for convenience only and shall not affect the construction or interpretation of these Articles.
1.3 A reference in these Articles to an “Article” is a reference to the relevant article of these Articles unless expressly provided otherwise.
1.4 Unless expressly provided otherwise, a reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, taking account of:
1.4.1 any subordinate legislation from time to time made under it; and
1.4.2 any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts.
1.5 Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2 MODEL ARTICLES
2.1 The Model Articles shall apply to the Society, except in so far as they are modified or excluded by these Articles. If any provisions of these Articles conflict with any provisions of the Model Articles, these Articles shall prevail.
3 MEMBERSHIP
3.1 There shall be three classes of Members, namely Full Members, Associate Members and Honorary Members.
3.2 Full Membership of the Society shall be open to those persons who:
3.2.1 are designated as Full Members at the date of adoption of these Articles; or
3.2.2 shall have been employed in accounting work for a solicitor or firm of solicitors carrying on private practice in Scotland for a continuous period of three years or such other period as the Council may from time to time prescribe prior to application for admission to the Society and have passed an examination to the satisfaction of the Council in such subjects as the Council may from time to time prescribe.
3.3 Associate Membership of the Council shall be open to those persons who:
3.3.1 shall have been employed in legal accounting for a solicitor or firm of solicitors carrying on private practice in Scotland for a continuous period of two years or such other period as the Council may from time to time prescribe prior to application for admission to the Society and have passed an examination to the satisfaction of the Council in such subjects as the Council may from time to time prescribe; or
3.3.2 shall have been employed in a court, local authority, government department or agency or in the legal department of a bank or in such other offices and in such other circumstances as the Council may consider appropriate for a continuous period of three years or such other period as the Council may from time to time prescribe prior to application for admission to the Society and have passed an examination to the satisfaction of the Council in such subjects as the Council may from time to time prescribe; or
3.3.3 shall have been employed as aforesaid for an aggregate period of not less than three years or such other period as the Council may from time to time prescribe prior to the application for admission to the Society and whose capacity and experience are approved by the Council.
3.4 An Associate Member shall be entitled to hold office at branch or national level including as a member of Council.
3.5 It shall be competent for the Society in general meeting to elect any person or persons to be an Honorary Member or Honorary Members of the Society, notwithstanding that such person or persons may not be eligible under the foregoing Articles to be admitted as Members of the Society. Honorary Members of the Society shall not be liable or be called upon to pay any fee or sum on admission as an Honorary Member or to pay an annual subscription to the Society. An Honorary Member shall not be qualified to be elected as a member of the Council or be entitled to vote at any general meeting of the Society.
3.6 Applications for admission to Membership of the Society shall be made to the Council in such form as may be prescribed by the Council.
3.7 The Council shall have full discretion to determine as to the admission of all applications for Membership and its decision shall be final. The Council shall not be bound to give any reason for its decision.
3.8 Every Member shall be entitled to a Certificate of Membership as Full Member, Associate Member or Honorary Member, as the case may be.
3.9 Every Full Member and every Honorary Member may designate himself “Scottish Law Accountant” and use the initials “SLA” after his name.
3.10 Every Associate Member may designate himself “Scottish Law Accountant, Associate” and use the designation “SLA, Associate” after his name.
3.11 Full Members and Associate Members shall undertake continuing professional development in accordance with such regulations as may be prescribed by the Council from time to time. Every Full Member and every Associate Member shall keep a record of continuing professional development undertaken to comply with such regulations and produce such record to the Council on demand. The Council shall have the power at its discretion to waive any of such regulations in any particular circumstances and to revoke any such waiver. Breach of any such regulations may be treated as professional misconduct for the purposes of Article 7.
4 GENERAL MEETINGS OF THE SOCIETY
4.1 An annual general meeting (“AGM”) of the Society shall be held at such time and place as the Council shall appoint for the consideration of the annual accounts of the Society, the election of members of the Council, the election of an auditor (if appropriate) and for general purposes. Not more than fifteen months shall elapse between the date of one AGM and the next. Other general meetings of the Society shall be held as arranged by Council as and when necessary.
4.2 Upon a resolution of the Council or upon a requisition either made pursuant to Section 303 of the Act or signed by five Members of the Society specifying the object for which the meeting is desired, the Council shall convene a general meeting by notice to the Members.
4.3 At all general meetings each Full Member shall have two votes and each Associate Member shall have one vote and the National President in office or other Member presiding shall have a casting vote as well as a deliberative vote. Votes shall be given personally and not by proxy.
4.4 All general meetings shall be called on not less than 21 days’ notice and ten members shall constitute a quorum.
4.5 If within half an hour from the time appointed for the holding of a general meeting, a quorum is not present, the meeting, if convened on the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, or at such other place as the Council may determine, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting the members present shall be a quorum.
4.6 The National President (or in his absence the National Vice-President) shall preside as Chairman at every general meeting, but if neither be present within fifteen minutes after the time appointed for holding the same, and willing to preside, the Members present shall choose some member of the Council, or if no such member present, or if all the members of the Council present decline to take the chair, they shall choose some Member of the Society who shall be present to preside.
4.7 The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time from place to place, but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as an original meeting. Save as aforesaid, the Members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting.
4.8 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is, before or upon the declaration of the results of a show of hands, demanded by the Chairman or by at least three Members having the right to vote at the meeting, and unless a poll be so demanded a declaration by the Chairman of the meeting 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 minute book of the Society shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution. The demand for a poll may be withdrawn.
4.9 If a poll be demanded in manner aforesaid, it shall be taken at such time and place, and in such manner, as the Chairman of the meeting shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
4.10 No poll shall be demanded on the election of a Chairman of a general meeting, or on any question of adjournment.
5 ADMISSION FEES AND SUBSCRIPTIONS
All persons admitted to Membership of the Society shall pay an entry fee and an annual subscription of such respective amounts as the Council may from time to time determine, subject, in the case of the annual subscription, to approval by the Society in general meeting. The entry fee and first subscription shall be payable on admission and subsequent subscriptions shall be payable by 30 November in each year for the year from 1 April to 31 March, or such other date as the Council may determine. At the discretion of the Council, members admitted during the course of a financial year may be admitted on payment of a reduced subscription.
6 RETIRAL FROM AND FORFEITURE OF MEMBERSHIP
6.1 Any Member may resign on giving notice in writing to the Society of his intention to do so at least one month prior to the date when the annual subscription of Members are due. A Member intending to resign and failing to give the required notice shall be held to be a Member for the first six months of the ensuing year and as such shall be liable for 50% of the then current annual subscription.
6.2 Any Member shall ipso facto cease to be a Member in the event of his subscription being six months in arrears. The Council shall have power upon application in special cases to suspend the operation of this Article 6.2.
6.3 Any Member who becomes bankrupt or makes any arrangement or composition with his creditors or otherwise becomes publicly insolvent shall cease to be a Member. Once a Member has been discharged of his obligations to creditors or otherwise in terms of this Article 6.3, he shall be entitled to re-apply for Membership by application to the Council, whose decision shall be final and binding.
6.4 Any Member who becomes of unsound mind or for any reason becomes incapable of managing his affairs shall cease to be a Member.
6.5 Any Member ceasing by death or otherwise to be a Member shall not, nor shall his representatives, have any claim upon or interest in the funds of the Society.
7 DISCIPLINARY COMMITTEE
If the Council have reason to believe that any Member has been guilty of, or if any Member shall either before or after his admission to the Society be accused of, dishonourable conduct which, in the absence of satisfactory explanation would be derogatory to the Society or render him unfit to be a Member, the Council shall appoint a committee to investigate the case, which committee shall send to such Member a statement in writing of the conduct imputed to him, and shall afford him an opportunity of giving an explanation personally or in writing as he may elect and if, on consideration of such explanation, and of any relative facts, or in the absence of any explanation, the committee shall be of the opinion that such Member ought to be censured, suspended or excluded from the Society it shall so report to the Council who may, by a decision of a majority of its members, censure, suspend or exclude such Member accordingly.
8 BRANCHES
8.1 The Council may sanction the formation of branches under the Society and may appoint representatives in any place, and may make regulations in the form of bye-laws as to the conduct of and determine the scope of the activities of any branch, or representative but shall not confer upon them any executive authority or financial control over the affairs or funds of the Society. Every branch shall have power to adopt branch bye-laws embracing and effecting the appointment of branch office-bearers and committee, procedure at meetings and the control of branch funds. Provided that no branch bye-law shall conflict with the provisions of these Articles or any bye-law of the Society, and no person shall be admitted as or remain a member of any local branch who is not a member of the Society.
8.2 Each branch and representative shall submit reports to the Council at such periods as the Council may determine.
8.3 All expenses of branches shall be borne by such branches, but the Council may make grants out of the funds of the Society towards the formation and/or maintenance of branches of such amounts as in their opinion are reasonable having regard to the activities of such branches in connection with the furtherance of the objects of the Society.
9 COUNCIL – APPOINTMENT OF MEMBERS AND PROCEEDINGS
9.1 The management of the affairs of the Society other than any matter specially provided for in these Articles shall be conducted by a Council of Members of the Society, being the board of directors of the Society in accordance with the Act.
9.2 Members of the Council to fill vacancies shall be elected by the Society at each AGM from amongst the Members of the Society, and the Council at a meeting at least two months prior to said AGM, shall (subject to Article 9.3 and Article 9.4), fix the numbers of the Council for the ensuing year, and the proportional number of Members to be nominated for election by the several branches shall be allotted.
9.3 The number of members of the Council shall not be less than nine and not more than twenty-one. A quorum necessary for the transaction of business shall be five. Paragraph 11(2) of the Model Articles shall not apply to the Society.
9.4 The office of a member of the Council shall be vacated if he ceases to be a Member of the Society or if he ceases to hold office by virtue of any provision of the Act.
9.5 At the first meeting of the Council after each AGM the members of the Council then present shall choose one of their number to act as National President, and another to act as National Vice-President to hold office until the close of the second AGM held following such appointments. The Council shall also appoint a Secretary and a Treasurer and the Secretary and Treasurer shall hold office until the close of the fifth AGM held following such appointments. A casual vacancy in any of these offices shall be filled for the remainder of the current year in like manner at the next meeting of the Council. 21 days’ notice of such meeting and of the existence of any such vacancy shall be given to all members of the Council.
9.6 The National President and Vice-President shall be eligible for office for not more than two consecutive years and the Secretary and Treasurer shall be eligible for office for not more than five consecutive years but one third of the other members of the Council shall retire at the AGM by rotation. The members to retire from the Council shall be the members who have been longest in office. Nominations for membership of Council must be submitted in writing to the Secretary before the date of the AGM.
9.7 The Council shall have power to fill casual vacancies in their body occurring during their current year of office. A member appointed to fill such a vacancy shall retire from the Council at the time when his predecessor in office would have retired.
9.8 The Council may appoint committees of their own number and delegate powers as they think fit.
9.9 The Council or any committee thereof may co-opt any person or persons but only in an advisory capacity.
9.10 One of the members of the Council may be appointed by the Council to act as Librarian, and he shall continue to hold that office until he resigns, or his appointment is recalled by the Council.
9.11 All offices shall be honorary.
9.12 The Council shall hold meetings as and when required at such times and places as they may appoint.
10 CHAIRMAN – CASTING VOTE
10.1 If the number of votes for and against a proposal at a meeting of the Council is equal, the Chairman or other director chairing the meeting shall have a casting vote.
10.2 Article 10.1 shall not apply in respect of a particular meeting (or part of a meeting) if, in accordance with the Articles, the Chairman or other director is not an eligible director for the purposes of that meeting (or part of that meeting).
10.3 Paragraph 13 of the Model Articles shall not apply to the Society.
11 DIRECTORS – POWERS TO AUTHORISE CONFLICTS OF INTEREST
11.1 The Council may authorise, to the fullest extent permitted by law, any matter which would otherwise result in a director infringing his duty to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Society and which may reasonably be regarded as likely to give rise to a conflict of interest provided that, for this purpose, the director in question and any other interested director are not counted in the quorum at any meeting of the Council at which such matter is authorised and it is agreed to without their voting or would have been agreed to if their votes had not been counted.
11.2 Any authorisation given under Article 11.1 may (whether at the time of giving the authorisation or subsequently) extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the conflict so authorised.
11.3 Where the directors give authority under Article 11.1:
11.3.1 they may (whether at the time of giving the authority or subsequently) require that the relevant director is excluded from the receipt of information, participation in discussion and/or the making of decisions (whether at meetings of the Council or otherwise) related to the matter that is the subject of the authorisation and impose upon the relevant director such other terms for the purpose of the authorisation as they think fit;
11.3.2 they may provide that where the relevant director obtains (otherwise than through his position as a director of the Society) information that is confidential to a third party, the director will not be obliged to disclose that information to the Society, or to use or apply the information in relation to the Society’s affairs, where to do so would amount to a breach of that confidence;
11.3.3 the directors may revoke or vary the authority at any time but this will not affect anything done by the relevant director prior to such revocation in accordance with the terms of such authority.
12 DIRECTORS – TRANSACTIONS OR OTHER ARRANGEMENTS WITH THE SOCIETY
12.1 Subject to sections 177(5) and 177(6) and sections 182(5) and 182(6) of the Act and provided he has declared the nature and extent of his interest in accordance with the requirements of the Act, a director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the Society may vote and be counted.
13 SECRETARY
13.1 The Council may appoint any person who is willing to act as the secretary for such term, at such remuneration and upon such conditions as they may think fit, and from time to time remove such person.
14 INVESTMENT OF MONEYS
14.1 All moneys of the Society not immediately required for its purposes may be invested by the Council as they deem expedient.
15 BENEVOLENT FUND
15.1 The Council may act as treasurer and distributor of such benevolent funds as may be contributed or subscribed voluntarily by Members and others but it shall not contribute thereto out of funds of the Society.
16 DISSOLUTION
16.1 Clause 9 of the Memorandum of Association relating to winding up shall have effect as if repeated herein.
17 ACCOUNTS
17.1 The Council shall cause proper books of account to be kept in accordance with the Act.
18 PROXIES
18.1 Proxies may only be validly appointed in writing and delivered in accordance with these Articles.
19 NOTICES
19.1 Any notice shall be deemed served as set out in these Articles.
20 DIRECTORS’ INDEMNITY
20.1 Subject to the provisions of the Act, the Society shall indemnify directors and officers to the fullest extent permitted by law and may purchase insurance for that purpose.
