Memorandum and Articles of Association

 

Memorandum   Articles

 

 
Company Number: SC 227934

 

The Companies Acts 1985-1989
 

Company limited by Guarantee and not having a share capital
 

Memorandum and Articles of Association
of Highland Perthshire Communities Land Trust

Incorporated on 11th February 2002,

as amended by Extraordinary General Meeting held on 11 March 2002

 

J. & H. Mitchell, W.S.

Pitlochry & Aberfeldy


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The Companies Acts 1985-1989
 

Company limited by Guarantee and not having a share capital
 

Memorandum of Association
of Highland Perthshire Communities Land Trust


 

1. The name of the Company is Highland Perthshire Communities Land Trust (hereinafter referred to as "the Trust").

2. The registered office of the Trust is situated in Scotland.

3. The Objects of the Trust are:

(a) to benefit the communities of Highland Perthshire (comprising the Parishes of Blair Atholl, Dull, Dùnkeld & Dowally, Fortingall, Kenmore & Lawers, Little Dùnkeld, Logierait, Moulin and Weem, the outer boundaries of which are shown on the map attached hereto) by guiding, encouraging and implementing the integration of social and environmental policies through the sustainable use and management of land, water, habitat and wildlife in Highland Perthshire; and

(b) to promote and advance education of the public about working and living sustainably in Highland Perthshire, including the conservation, enhancement, management and responsible enjoyment of Scotlandís natural environment and associated cultural heritage, and to provide, administer and maintain facilities, projects and policies in relation thereto;

(c) to promote, protect and conserve the biodiversity of Highland Perthshire for the benefit of its communities, its natural ecosystems and its wildlife.

(hereinafter referred to as "the Objects").

4. In furtherance of the Objects, but not otherwise, the Trust shall have the following powers:

(a) To provide advice, consultancy, training, tuition, expertise and assistance in furtherance of the Objects .

(b) To encourage and develop a spirit of voluntary or other commitment by individuals, unincorporated associations, firms, corporate bodies, agencies, undertakings, local authorities and others and any groups or groupings thereof willing to assist the Trust to achieve the Objects.

(c) To purchase, take on feu, lease, hire, take in exchange, and otherwise acquire any property and rights which may be advantageous for the purposes of the activities of the Trust.

(d) To construct, convert, alter, demolish, improve, manage, develop, turn to account and otherwise deal with all or any part of the undertaking, property and rights of the Trust.

(e) To introduce, develop and manage sites, facilities and centres relating to the Objects.

(f) To manage and operate or arrange for the management and operation of properties, lands and estates whether owned by the Trust or not and the entering into and carrying out of agreements in relation thereto with statutory and other bodies, individuals, unincorporated associations, firms, corporate bodies and others and any groups thereof in furtherance of the Objects.

(g) To establish and administer a building fund or funds or guarantee fund or funds or endowment fund or funds in furtherance of the Objects.

(h) To sell, feu, let, hire, license, give in exchange and otherwise dispose of all or any part of the undertaking, property and rights of the Trust, wheresoever situated.

(i) To prepare, produce, edit, publish, exhibit and distribute articles, pamphlets, books and other publications, tapes, motion and still pictures of any medium, music and drama of any medium and other materials conducive to the promotion of the Objects.

(j) To manufacture, retail, sell, hire and supply equipment, items and goods generally conducive to the Objects.

(k) To employ and train personnel in all aspects of the Objects and to remunerate any individual in the employment of the Trust and to establish, maintain and contribute to, or co-operate with others in establishing, maintaining and contributing to, any pension or superannuation fund or scheme for the benefit of, and to give or procure the giving of any donation, pension allowance or remuneration to, and to make any payment for or towards the insurance of, any individual, who is or was at any time in the employment of the Trust and the relatives and dependants of any such individual; and to establish, subsidise and subscribe to any institution, association, club and fund which may benefit any such person.

(l) To borrow money and give security for the payment of money by, or the performance of other obligations of, the Trust or any other person.

(m) To draw, make, accept, endorse, discount, negotiate, execute and issue cheques, promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments.

(n) To establish, operate and administer and/or otherwise acquire separate trading companies or associations, whether charitable or not.

(o) To establish, subsidise, promote, co-operate or federate with or become affiliated to, act as Trustees or agents for, or manage or lend money or provide other assistance to, or subscribe and make contributions to or otherwise support any association, Trust, society or other body corporate or unincorporated and having primary objects wholly or partly similar to those of the Trust, or otherwise connected with the activities of the Trust or with the furtherance of any of the Objects.

(p) To enter into any arrangement with any organisation, government, authority or other body which may be advantageous for achieving the Objects and to obtain from any such organisation, government, authority or other body any charter, right, privilege or concession, including entering into partnership or any other arrangement for sharing profit, co-operation or mutual assistance with any charitable body, whether incorporated or unincorporated.

(q) To effect insurance against risks of all kinds.

(r) To take such steps (by way of personal or written appeals, public meetings or otherwise) as may be deemed expedient for the purpose of procuring contributions to the funds of the Trust, whether by way of subscriptions, grants, loans, donations or otherwise.

(s) To accept subscriptions, grants, donations, gifts, legacies and endowments of all kinds, either absolutely or conditionally or in Trust for any of the Objects and to raise funds and to invite and receive contributions from any person, persons, companies, institutions and authorities whatsoever, by way of grant, subscription, donation or otherwise, provided that this shall be without prejudice to the ability of the Trust to decline or disclaim any gift, legacy or bequest in whole or in part in such circumstances as the Trust may think fit.

(t) To invest monies of the Trust not immediately required for the purposes of its activities in such investments and securities (including land in any part of the world) and that in such a manner as may from time to time be considered advantageous (subject to compliance with any applicable legal requirements) and to dispose of and vary such investments and securities.

(u) To carry out any of the Objects in any part of the world as principal, agent, contractor, trustee or in any other capacity and through an agent, contractor, sub-contractor, Trustee or any person acting in any other capacity and either alone or in conjunction with others.

(v) To do anything which will further the attainment of any of the Objects.

And it is declared that in this whole Clause where the context so admits, "property" means any property, heritable or moveable, real or personal, wherever situated in the world.

5. (a) Subject to Clause 5 (b),

(i) the income and property of the Trust shall be applied solely towards the promotion of the Objects;

(ii) no part of the income and property of the Trust shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit to the members of the Trust;

(iii) no Trustee shall be appointed to any office under the Trust in respect of which a salary or fee is payable; and

(iv) no benefit in money or money's worth shall be given by the Trust to any Trustee for his or her services as a Trustee, except repayment of out-of-pocket expenses.

(b) The Trust shall, notwithstanding the provisions of Clause 5 (a), be entitled:

(i) to pay reasonable and proper remuneration to any member of the Trust or of its Board of Trustees in return for services actually rendered to the Trust (other than those carried out normally or habitually by any Trustee, officer or employee of the Trust) and to reimburse any out-of-pocket expenses incurred by any such Trustee on behalf of the Trust in furtherance of the Objects;

(ii) to pay interest at a rate not exceeding the commercial rate on money lent to the Trust by any member of the Trust or its Board of Trustees;

(iii) to pay rent at a rate not exceeding the open market rent for premises let to the Trust by any member of the Trust or its Board of Trustees; and

(iv) to purchase assets from any member of the Trust or its Board of Trustees providing such purchase is at or below market value and to sell assets to any member of the Trust or its Board of Trustees providing such sale is at or above market value.

6. The liability of members is limited.

7. Every member of the Trust undertakes to contribute such amount as may be required (not exceeding £1) to the Trust's assets if it should be wound up while he or she is a member or within one year after he or she ceases to be a member, for payment of the Trustís debts and liabilities contracted before he or she ceases to be a member, and of the costs, charges and expenses of winding up.

8.

(a) The winding-up of the Trust may take place only on the decision of not less than three-fourths of the Ordinary Members of the Trust who are present in person at an Extraordinary General Meeting called specifically (but not necessarily exclusively) for the purpose.

(b) If on the winding-up of the Trust any property remains, after satisfaction of all the Trust's debts and liabilities, such property shall be given or transferred to any one or more community charities working in Highland Perthshire having the same or similar objects to the Objects, such charity or charities to be determined on the decision of three-fourths of the Ordinary Members of the Trust who are present in person at an Extraordinary General Meeting called specifically (but not necessarily exclusively) for the purpose or, failing that, by a decision of three-fourths of the Board of Trustees or, failing that, as determined by an arbiter to be chosen amicably by the Board of Trustees or, failing such amicable choice, by an arbiter appointed on their behalf by the Sheriff of Tayside, Central and Fife at Perth, the decision of such arbiter being final and binding upon the Trust and the cost of such arbitration being met from the property of the Trust.


WE, the Subscribers to this Memorandum of Association, wish to be formed into a Company pursuant to this Memorandum.


 

Names and Addresses of Subscribers


1. Professor Paul Jarvis
Retired
Duireaskin
Aberfeldy
Perthshire PH15 2ED

2. Mrs. Wendy Ann Mattingley
Garden Proprietor
Cluny Gardens
Aberfeldy
Perthshire PH15 2JT

3. James McInnes Smith
Farmer
Kincraigie Farm
Blair Atholl
by Pitlochry
Perthshire PH18 5TU
 


Dated 8th February 2002

Witness to the above signatures:

Andrew Colin MacDuff Liddell
Writer to the Signet
51 Atholl Road
Pitlochry
Perthshire
PH16 5BU

 


 

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The Companies Acts 1985-1989
 

Company limited by Guarantee and not having a share capital
 

Articles of Association
of Highland Perthshire Communities Land Trust

__________________________________

GENERAL

1. The regulations contained in Table C in the Companies (Tables A to F) Regulations 1985 shall not apply to the Trust. In these presents the words standing in the first column of the Table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context:

 

WORDS MEANINGS
The Act The Companies Act 1985 as amended and every statutory modification and re-enactment thereof for the time being in force.
These Articles These Articles of Association, and the regulations of the Trust from time to time in force.
The Trust Highland Perthshire Communities Land Trust.
The Board of Trustees The Board of Trustees for the time being of the Trust.
Trustee(s) Trustee(s) for the time being of the Trust.
The Office The Registered Office of the Trust.
Members The Members of the Trust.
The Subscribers Those persons and/or bodies who have subscribed both these Memorandum and Articles of Association of the Trust.
The United Kingdom Great Britain and Northern Ireland.
Month Calendar month.
In writing Written, printed or lithographed, or partly one and partly another, and other modes of representing or producing words in a visible and non-transitory form.

 

Clear days In relation to a period of 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.

 

Words importing the singular number only shall include the plural number, and vice versa; and

Words importing the masculine gender only shall include the feminine gender.

Subject as aforesaid, any words or expressions defined in the Act shall, if not inconsistent with the subject or context, bear the same meanings in the Articles.

2. The Trust is established for the purposes expressed in the Memorandum of Association.

MEMBERS

3. Membership of the Trust shall be as follows:

(a) Ordinary Membership of the Trust is open to any individual or organisation interested in the Objects who have respectively their principal private residence or main place of business in Highland Perthshire.

(b) Associate Membership of the Trust is open to any individual or organisation interested in the Objects but who do not have respectively their principal private residence or main place of business in Highland Perthshire. In terms of Article 19 hereof, Associate Members are not entitled to vote at General meetings of the Trust.

(c) Any individual or organisation may apply to the Board of Trustees for membership of the Trust, in such form if any as the Board may from time to time prescribe. The Board shall consider such applications promptly and shall inform each applicant whether he or it has been successful and in which category of membership he or it shall belong, the Board's decision in this respect being final. The Board may not refuse any application on grounds of gender, race, religion or politics.

4. The Subscribers shall be the first Ordinary Members of the Trust.

5. The Ordinary Members may at any or each Annual General Meeting fix any subscription (and, if relevant, different rates thereof for different categories). Only those Ordinary Members who have paid their current subscription (where these are fixed) are entitled to take part in and vote at any General Meeting.

6.

(a) Each organisation which is a member shall appoint one named Authorised Representative, within one month of admission to membership of the Trust.

(b) Any change in the appointment of a named Authorised Representative may be made at any time by the appointing member, but only by way of written notice served by the member at the Office. Such notice will take effect two clear days after its receipt at the Office to allow sufficient time for the appointing member to serve a copy of the notice to anyone named therein.

7. Any member, or named Authorised Representative appointed in terms of Article 6 hereof, may no longer serve as such in any one or more of the following events:

(a) if he or she becomes a bankrupt person, or insolvent or apparently insolvent or makes any arrangement or composition with his or her creditors generally; or

(b) if he or she becomes prohibited from being a Trustee (and, as such, a Trustee of a limited company) by reason of any order made under the Company Directors Disqualification Act 1986 and every statutory modification and re-enactment thereof for the time being in force; or

(c) if he or she becomes of unsound mind as certified by two medical practitioners; or

(d) if he or she becomes incapable for medical reasons of fulfilling the duties of his or her office and such incapacity as certified by two medical practitioners is expected to continue for a period of more than six months from the date or later date of such certification; or

(e) if by notice in writing to the Office he or she resigns his or her membership; or

(f) if he or she dies, or being an organisation goes into receivership, goes into liquidation or ceases to exist.

8. The Trust shall keep a Register of its current members, containing their names and postal addresses, including where relevant the named Authorised Representative, and their category of membership.

GENERAL MEETINGS

9. The Trust shall hold a General Meeting in every calendar year as its Annual General Meeting at such time and place as may be determined by the Board of Trustees and shall specify the meeting as such in the notices calling it, provided that every Annual General Meeting except the first shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting, and that so long as the Trust holds its first Annual General Meeting within eighteen months after its incorporation it need not hold it in the year of its incorporation nor in the following year.

10. All General Meetings, other than Annual General Meetings, shall be called Extraordinary General Meetings. The Board of Trustees may whenever it thinks fit convene an Extraordinary General Meeting, and must convene one within twenty-eight days of receipt at the Office of a valid requisition. To be valid, such requisition must be signed by not less than one-fifth of the Ordinary Members, must clearly state the objects of the meeting and must be deposited at the Office. The requisition may consist of several documents in like form each signed by one or more requisitionists. If any of the objects of the meeting stated by the requisitionists requires to be determined by Special Resolution, the Board of Trustees must give not less than twenty-one clear days notice of the meeting in writing.

11.

(a) Twenty-one clear days notice in writing at the least shall be given of every General Meeting.

(b) The notice shall specify the place, the day and the hour of meeting and, in the case of special business, the general nature of that business.

(c) The notice shall be sent in manner hereinafter specified to all members and to such persons or bodies as are under these Articles or under the Act entitled to receive such notices.

(d) With the consent of all the members having the right to attend and vote thereat, or of such proportion of them as is prescribed by the Act in the case of meetings other than Annual General Meetings, a meeting may be convened by such shorter notice as those members may think fit in the circumstances.

12. The accidental omission to give notice of a meeting to, or the non-receipt of such notice by, any members, persons or bodies entitled to receive notice thereof shall not invalidate any resolution passed at or proceedings of any meeting.

PROCEEDINGS AT GENERAL MEETINGS

13. All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all that is transacted at an Annual General Meeting shall also be deemed special, with the exception of the consideration of the income and expenditure account and balance sheet, the reports of the Board of Trustees and of the independent financial examiner, the fixing of the annual subscription(s) and the election of Trustees in the place of those retiring.

14. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Not less than one-fifth of the Ordinary Members shall be a quorum.

15. 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 Ordinary 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 day, time or place as the Board of Trustees may determine.

16. The Chairman of the Trust shall preside as chairman of all General Meetings, which failing the Ordinary Members of the Trust present shall choose a Trustee who shall be present to preside as chairman of the General Meeting in question.

17 . The chairman of the General Meeting 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, and 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 for 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.

VOTES OF MEMBERS

18. The chairman of the meeting shall endeavour to achieve consensus wherever possible but, whenever necessary, questions arising shall be decided by being put to the vote.

19. Each Ordinary Member of the Trust shall have one vote (which in the case of an organisation is to be exercised by their Authorised Representative appointed in terms of Article 6 hereof). Associate Members shall have no vote. The chairman of the meeting shall have a casting vote as well as a deliberative vote.

20. 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 of the meeting whose decision shall be final and conclusive.

21. At any General Meeting a resolution put to the vote of the meeting shall be given either personally or by proxy and voting thereon shall be as follows:

 

(a) Resolutions relating to the following matters shall require a special decision of not less than three-fourths of all Ordinary Members of the Trust, namely:
 

(i) the purchase or sale of or the granting of a lease over any heritable property owned by or leased to the Trust or any of its subsidiaries and the purchase of or taking the tenant's part in any lease or sub-lease of heritable property wherever situated; or

(ii) the amendment of the Memorandum of Association and/or these Articles in any way; or

(iii) the winding up of the Trust in terms of Clause 8 (a) of the Memorandum of Association and, where relevant, any decision requiring to be taken in terms of Clause 8 (b) thereof.

(iv) the formation, acquisition or disposal of any subsidiary; or

(v) the granting by the Trust of any guarantee or indemnity to any party, other than any wholly-owned subsidiary of the Trust; or

(vi) the creation or issue or allowing to come into being of any mortgage, security, charge or other encumbrance upon any part or parts of the property or assets of the Trust or the obtaining of any advance or credit in any form other than normal trade credit, or the creation or issue by any subsidiary of any debenture or loan stock; or

(vii) the acquisition or disposal by the Trust or by any of its subsidiaries of any shares of any other company or the participation or cessation of participation by the Trust or by any of its subsidiaries in any formal Trust or joint venture; or

(viii) any other Special Resolutions.

 

(b) Ordinary business and ordinary resolutions shall be determined by a simple majority of all Ordinary Members of the Trust.

 

22.

(a) Any instrument appointing a proxy shall be signed by the appointing Ordinary Member or his or her attorney duly authorised in writing. A proxy need not be a Member of the Company. It shall be in the following form or a form as near thereto as circumstances admit:

 

 
Highland Perthshire Communities Land Trust

Form of Proxy



"I/We . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

being an Ordinary Member/Members of the Trust, hereby appoint . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

whom failing the chairman of the meeting as my/our proxy to vote for me/us on my/our behalf at the Annual/Extraordinary General Meeting of the Trust to be held at . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . on the . . . . . . . . . . . . . . . day of . . . . . . . . . . . . . . . 20 . . . . . . . . . . . . . . . , and at any adjournment thereof.
Signed . . . . . . . . . . . . . . . this . . . . . . . . . . . . . . . day of . . . . . . . . . . . . . . . 20 . . . . . . . . . . . . . . . "
 

 

(b) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Office or at such place within Scotland as is specified for that purpose in the notice convening the meeting, not less than forty­eight hours before that time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, and in default the instrument

23. Subject to the provisions of the Act, a resolution in writing signed by or on behalf of all Ordinary Members shall be as valid and effective as if the same had been passed at a General Meeting of the Trust duly convened and held. Such resolution may consist of several documents in the same form, each signed by one or more Ordinary Members. This Article shall not apply in respect of any decision required in terms of Clause 8 of the Memorandum of Association of the Trust and Article 61 hereof.

BOARD OF TRUSTEES

24. The affairs of the Trust shall be directed and managed by a Board of Trustees appointed in manner hereinafter provided.

25. Unless otherwise determined by special resolution at a General Meeting, the number of Trustees shall not be less than three nor more than fifteen.

26. The Subscribers shall be the Interim Board of Trustees with the sole purpose of forming an elected Board of Trustees at the earliest opportunity after incorporation.

27.

(a) The Board of Trustees shall comprise up to twelve individual persons elected as Trustees by the Ordinary Members.

(b) At the first General Meeting, held as soon as practicable by the Interim Board of Trustees after incorporation of the Trust, the members may elect up to twelve Trustees.

(c) At each Annual General Meeting, including the first, one-third of the Trustees (or the nearest number upwards) elected by the Ordinary Members shall retire from office. A Trustee retiring shall retain office until the close or adjournment of the meeting. A retiring Trustee shall be eligible for re-election after one or two terms of office, but no Trustee can serve more than three consecutive terms of office, without at least one year out of office before being eligible again.

(d) The Trustees to retire at each Annual General Meeting shall be those who have been longest in office since their last election but, as between persons who were elected or last re-elected Trustees on the same day, the one or ones to retire shall (unless they otherwise agree amongst themselves) be determined by lot.

(e) Nomination of any Trustee shall be in writing by not less than any two members of the Trust, with the nominee confirming also in writing his or her willingness to act as a Trustee if elected. Except for the General Meeting held in terms of Article 27 (b) hereof, at which nominations can be served validly until immediately before the start of the meeting itself, all nominations to be valid must be delivered to the Office not less than seven days prior to the date of the Annual General Meeting in question.

(f) Subject to the terms of Article 27 (g) hereof, election of any Trustee shall be by vote of the Ordinary Members who may be present in person or by proxy at the Annual or Extraordinary General Meeting. Each Ordinary Member shall have one vote for each vacancy on the Board of Trustees.

(g) A majority of the Trustees elected by the Ordinary Members must have their principal private residences in Highland Perthshire.

28. The Board of Trustees may from time to time fill any casual vacancy arising as a result of the retiral (or deemed retiral for any reason) of any Trustee elected in terms of Article 27 hereof, from or after the date of such retiral or deemed retiral until the next Annual General Meeting.

29. The Board of Trustees may from time to time co-opt individuals to serve on the Board of Trustees as Co-opted Trustees until the next Annual General Meeting, provided that the maximum number referred to in Article 25 hereof be not exceeded thereby. A Co-opted Trustee can be re-co-opted at such next Annual General Meeting. A Co-opted Trustee can be removed from office at any time by a simple majority of the Board of Trustees. A Co-opted Trustee may participate fully in and vote at all Board meetings which he or she attends.

30. The office of Trustee shall ipso facto be vacated:

(a) if he or she is employed by or holds any office of profit under the Trust; or

b) if he or she becomes a bankrupt person, or insolvent or apparently insolvent or makes any arrangement or composition with his or her creditors generally; or

(c) if he or she becomes prohibited from being a Trustee by reason of any order made under the Company Directors Disqualification Act 1986 and every statutory modification and re-enactment thereof for the time being in force; or

(d) if he or she becomes of unsound mind as certified by two medical practitioners; or

(e) if he or she becomes incapable for medical reasons of fulfilling the duties of his or her office and such incapacity as certified by two medical practitioners is expected to continue for a period of more than six months from the date or later date of such certification; or

(f) if by notice in writing to the Trust he or she resigns his or her office; or

(g) he or she dies.

CHAIRMAN

31. The Board of Trustees shall meet as soon as practicable immediately after each Annual General Meeting to appoint a Chairman of the Trust from the Board (who can be one of the Co-opted Trustees appointed in terms of Article 29 hereof).

CONFLICTS OF INTEREST

32.

(a) All Trustees and employees of the Trust have an obligation to notify any interests, including conflicts of interest, to the Secretary, as they arise and at least annually.

(b) The Board of Trustees may instruct the Secretary to maintain a Register of Interests which shall be open for inspection at the Office by both the Board of Trustees and members of the Trust and, with the express prior written approval of the Trustee or employee concerned, by members of the public.

POWERS OF THE BOARD OF TRUSTEES

33. The direction and business of the Trust shall be managed by the Board of Trustees who may pay all such expenses of, and preliminary and incidental to, the promotion, formation, establishment and registration of the Trust as it thinks fit, and may exercise all such powers of the Trust, and do on behalf of the Trust all such acts as may be exercised and done by the Trust, and as are not by the Act or by these Articles required to be exercised or done by the Trust in General Meeting, subject nevertheless to any regulation of these Articles, to the provisions of the Act and to such regulations (being not inconsistent with the said regulations and/or provisions) as may be made by the Trust in General Meeting provided that no such regulation or provision made by the Trust in General Meeting shall invalidate any prior act of the Board of Trustees which would have been valid if such regulation had not been made.

34. The Trustees for the time being may act notwithstanding any vacancy in their body.

35. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for monies paid to the Trust, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board of Trustees shall from time to time by resolution determine. The banking account or accounts of the Trust shall be kept in such bank or building society and/or banks or building societies as the Board of Trustees shall from time to time by resolution determine.

PROCEEDINGS OF THE BOARD OF TRUSTEES

36. The Board of Trustees may meet together for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit, and determine the quorum necessary for the transaction of its business. Unless otherwise determined, not less than one-half of the Trustees shall be a quorum. A Trustee shall not be counted in the quorum present at a meeting in relation to a resolution on which, whether because of personal interest or otherwise, he or she is not entitled to vote.

37.

(a) Questions arising at any meeting of the Board of Trustees shall be decided by a simple majority of votes of the Trustees present.

(b) The following matters may be decided only by the special decision of not less than three-quarters of all of the Trustees (and must also be passed as a Special Resolution by the Ordinary Members in terms of Article 21 hereof), namely:

 

(i) the formation, acquisition or disposal of any subsidiary; or

(ii) the granting by the Trust of any guarantee or indemnity to any party, other than any wholly-owned subsidiary of the Trust; or

(iii) the creation or issue or allowing to come into being of any mortgage, security, charge or other encumbrance upon any part or parts of the property or assets of the Trust or the obtaining of any advance or credit in any form other than normal trade credit, or the creation or issue by any subsidiary of any debenture or loan stock; or

(iv) the acquisition or disposal by the Trust or by any of its subsidiaries of any shares of any other company or the participation or cessation of participation by the Trust or by any of its subsidiaries in any formal Trust or joint venture.

(c) The following matters may be decided only by the special decision of not less than nine-tenths of all of the Trustees (and must also be passed as a Special Resolution by the Ordinary Members in terms of Article 21 hereof), namely:
 

(i) the purchase or sale of or the granting of a lease over any heritable property owned by or leased to the Trust or any of its subsidiaries and the purchase of or taking the tenant's part in any lease or sub-lease of heritable property wherever situated; or

(ii) the amendment of the Memorandum of Association and/or these Articles in any way; or

(iii) the winding up of the Trust in terms of Clause 8 (a) of the Memorandum of Association and, where relevant, any decision requiring to be taken in terms of Clause 8 (b) thereof.

(d) In case of an equality of votes, the chairman of the meeting shall have a second or casting vote.

38.

(a) Meetings of the Board of Trustees may take place in person or by telephone conference call, video conference call or by any other collective electronic means approved unanimously from time to time by the Board.

(b) Not less than fourteen clear days' notice in writing shall be given of any meeting of the Board of Trustees at which a decision in relation to any of the matters referred to in Article 37 is to be made, which notice shall be accompanied by an agenda and any papers relevant to the matter to be decided. All other Board meetings shall require not less than seven daysí prior notice.

(c) A Trustee may, and on the request of a Trustee the Secretary shall, at any time, summon a meeting of the Board of Trustees by notice served upon all Trustees, to take place at a reasonably convenient time and date.

39. The Chairman shall be entitled to preside at all meetings of the Board of Trustees at which he or she shall be present. If at any meeting the Chairman is not present within fifteen minutes after the time appointed for holding the meeting, the remaining Trustees may appoint one of their number to be chairman of the meeting, which failing the meeting shall be adjourned until a time when the Chairman will be available.

40. The Board of Trustees may delegate any of its powers (other than those listed in Article 37 hereof) to sub-committees consisting of not less than one Trustee and such other person or persons as it thinks fit, and any sub-committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Board of Trustees. The meetings and proceedings of any such sub-committee shall be governed by the provisions of these Articles for regulating the meetings and proceedings of the Board of Trustees so far as applicable and so far as the same shall not be superseded by any regulations made by the Board of Trustees. Such sub-committee shall regularly and promptly circulate the minutes of its meetings to all Trustees.

41. All acts bona fide done by any meeting of the Trust or of any sub-committee of the Board of Trustees, or by any person acting as a Trustee shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such Trustee or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a Trustee.

42. The Board of Trustees shall cause proper minutes to be made of all appointments of officers made by the Board of Trustees and of the proceedings of all meetings of the Trust and of the Board of Trustees and of sub-committees of the Board of Trustees, including the names of those present, and all business transacted at such meetings and any such minutes of any meeting, if purporting to be signed after approval, either by the chairman of such meeting, or by the chairman of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.

43. A resolution in writing (whether one single document signed by all Trustees or all the members of any sub-committee of the Board of Trustees who are entitled to receive notice of a meeting of the Board of Trustees or of such sub-committee or whether several documents in the same form each signed by one or more Trustees or members of any relative sub-committee as appropriate so that all have signed together or separately) shall be as valid and effectual as if it had been passed at a meeting of the Board of Trustees or of such sub-committee duly convened and constituted.

44. No alteration of the Memorandum or Articles of Association of the Trust and no direction given by Special Resolution shall invalidate any prior act of the Board of Trustees which would have been valid if that alteration had not been made or that direction had not been given.

45. The Board of Trustees may invite or allow any person to attend and speak, but not to vote, at any meeting or meetings of the Board of Trustees or of its sub-committees. The principal employee (if any) of the Trust shall if and to the extent required attend each meeting of the Board of Trustees (except any part or parts thereof dealing with his or her employment or remuneration, or any other matter which the Board of Trustees wish to keep confidential to itself), but shall have no vote.

SECRETARY

46. The Secretary shall be appointed by resolution of the Board of Trustees for such time at such remuneration and upon such conditions as it may think fit, and any Secretary so appointed may be removed by the Board.

47. The Board of Trustees may from time to time appoint a Minute Secretary or Secretaries for the purposes of Article 42 hereof.

ACCOUNTS

48. The Board of Trustees shall cause accounting records to be kept in accordance with the requirements of the Act.

49. The accounting records shall be kept at the Office, or, subject to the provisions of the Act, at such other place or places as the Board of Trustees shall think fit, and shall always be open to the inspection of the officers of the Trust.

50. In accordance with the provisions of the Act once at least in every year the accounts of the Trust shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by an independent financial examiner.

51. The Board of Trustees shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounting records of the Trust or any of them shall be open to the inspection of the members not being officers of the Trust.

52.

(a) At each Annual General Meeting in every year the Board of Trustees shall in accordance with the provisions of the Act lay before the Trust an income and expenditure account for the period since the last preceding accounting reference date or (in the case of the first account) since the incorporation of the Trust together with a proper balance sheet made up as at the same date.

(b) Every such balance sheet shall be accompanied by proper reports of the Board of Trustees and the independent financial examiner thereof.

(c) Copies of such account, balance sheet and reports (all of which shall be framed in accordance with any statutory requirements for the time being in force), and of any other documents required by law to be annexed or attached thereto or to accompany the same, shall not less than twenty-one clear days before the date of the meeting at which they are to be laid be delivered or sent by post to the independent financial examiner and to all members and all other persons and bodies entitled to receive notices of General Meetings in accordance with section 238 of the Act in the manner in which notices are hereinafter directed to be served.

PATRONS

53. The Ordinary Members in General Meeting may, on a proposal from the Board of Trustees, agree to the appointment of one or more Honorary Patrons of the Trust, who would be appointed either for such fixed period as the Ordinary Members determine or for an unspecified period until such appointment be terminated by them. The Honorary Patron or Patrons would be entitled to notice of all General Meetings and to attend and contribute to discussion but not vote thereat.

NOTICES

54. A notice may be served by the Trust upon any member, either personally or by sending it by post, fax, e-mail or other appropriate electronic means, addressed to such member at his or her or its registered address as appearing in the Register of Members.

55. Any member described in Register of Members by an address not within the United Kingdom shall either give to the Trust an address within the United Kingdom at which notices may be served upon him or her or it, or shall accept notices served upon him or her or it by fax, e-mail or other appropriate electronic means chosen by the Trust from time to time.

56. Any notice, whether served by post or otherwise, shall be deemed to have been served on the day following that on which the letter containing the same is put into the post or is otherwise despatched.

57. A member present at any meeting of the Trust shall be deemed to have received notice of the meeting and, where requisite, of the purpose for which it was called.

58. The business of the Trust and all its correspondence with and notification to or from members may, notwithstanding the terms of any Article hereof (including Articles 54 and 56 hereof), be conducted equally validly and effectively as by post if transmitted by fax or e-mail to or from any member of the Trust (except where that member specifically requests all such correspondence and notification by post only) or otherwise if publicised on the Trust's website on the Internet where the Trust has advised each member of this and has taken due steps to notify by other reasonable means all those members who do not have access to the Internet.

INDEMNITY

59. Subject to the provisions of Section 310 of the Act, the Trustees, or of any sub-committee, the Secretary and all other officers or servants for the time being of the Trust shall be indemnified out of the funds of the Trust against all loss, costs and charges which they may respectively incur or be put to on account of any contract, deed, act, matter, or thing done, entered into, executed, or permitted by them respectively, on behalf of the Trust and each of them shall be chargeable only for so much money as he or she may actually receive and they shall not be answerable for the acts, receipts, neglects or defaults of each other, but each of them for his or her own acts, receipts, neglects or defaults only. Subject as aforesaid, no Trustee or of any committee or sub-committee, the Secretary, Treasurer or any officer or servant, his or her heirs, executors or administrators shall be liable for any loss or expense happening to the Trust through the insufficiency or deficiency of title to any property acquired for or on behalf of the Trust or for the insufficiency or deficiency of any obligation of security in or upon which any of the funds of the Trust shall be invested or for any loss or damage arising from the bankruptcy, insolvency or wrongful act of any person with whom any monies, securities or effects shall be deposited, or for any loss, damage or misfortune whatsoever which shall happen in the execution of the duties of his or her office or in relation thereto, unless the same shall happen through his or her own fraud, wilful neglect, default, breach of duty or breach of Trust.

ALTERATION OF MEMORANDUM & ARTICLES OF ASSOCIATION

60. Subject to the terms of Article 37 (c) (ii) hereof, no alteration in these Memorandum and Articles of Association may at any time be made unless by the decision of three-fourths of the members of the Trust present in person at an Extraordinary General Meeting called specifically (but not necessarily exclusively) for the purpose.

DISSOLUTION

61. Clause 8 of the Memorandum of Association of the Trust relating to the winding up and dissolution of the Trust shall have effect as if the provisions thereof were repeated in these Articles.

MAP

62. The map referred to in Clause 3 (a) of the Memorandum of Association is attached hereto.


 

Names and Addresses of Subscribers


1. Professor Paul Jarvis
Retired
Duireaskin
Aberfeldy
Perthshire PH15 2ED

2. Mrs. Wendy Ann Mattingley
Garden Proprietor
Cluny Gardens
Aberfeldy
Perthshire PH15 2JT

3. James McInnes Smith
Farmer
Kincraigie Farm
Blair Atholl
by Pitlochry
Perthshire PH18 5TU
 


Dated 8th February 2002

Witness to the above signatures:

Andrew Colin MacDuff Liddell
Writer to the Signet
51 Atholl Road
Pitlochry
Perthshire
PH16 5BU