1. INTERPRETATION
In these Articles:
“THE ACT” means the Companies Act 1985 and every statutory modification and re-enactment thereof for the time being in force
“THE ARTICLES” means the Articles of the Company as set out herein
“THE ASSOCIATION” means the above-named Company
“THE COUNCIL” means the Board of Directors and Company Secretary for the time being of the Association
“THE OFFICE” means the registered office of the Association
“THE UNITED KINGDOM” means Great Britain and Northern Ireland
“MONTH” means calendar month
“MEMBER” means a member of the Association
“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
“IN WRITING” means written, printed or lithographed, or partly one and partly another, and other modes of representing or
producing words in a visible form;
words importing the singular number shall include the plural number and vice versa;
words importing the masculine gender only shall include the feminine gender;
and words importing persons shall include partnerships, associations and corporations.
Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in
the Act.
2. COMPANY MEMBERS
i) The subscribers to the Memorandum of Association and such other persons as are admitted to membership in accordance with
these Articles shall be the Members of the Association.
ii) No person shall be admitted as a Member of the Association unless he is approved by the Council. Every person who wishes
to become a Member shall deliver to the Association an application for membership in such form and by such means as the Council
require of him.
iii) A Member may at any time withdraw from the Association by giving at least 7 clear days’ notice to the Association, provided
that such withdrawal does not leave the Association with less than two Members. Membership shall not be transferable and shall
cease on death.
iv) The membership shall comprise three classes: ordinary Members, associate Members and honorary Members.
v) Ordinary Membership shall be open to anyone who has paid the required subscription and who: has completed in the University
of Cambridge Computer Science Tripos; holds a Diploma in Computer Science; holds a MPhil in Computer Speech, Text and Internet
Technology; holds a PhD from the Computer Laboratory; or holds or has held any teaching or research post within the Computer
Laboratory. Successor or equivalent degrees and posts shall be included by the Council
vi) Associate Membership shall be open to anyone who has paid the required subscription and who has attended the University
of Cambridge for one complete year but is no longer an undergraduate student and satisfies the Council that he is now working
within the computer industry or within a computer-related department of any business or institution
vii) Honorary Members shall be persons of distinction associated with the Computer Laboratory and membership may be granted
at the discretion of the Council. Such persons do not have the right to vote or hold office, and do not count as part of the
quorum at General Meetings.
viii)The Council may also at its absolute discretion and without assigning any reason refuse an application for Membership
ix) The Council may also at its discretion terminate the Membership of any Member
x) Withdrawal from or termination of Membership shall not entitle the person seeking to withdraw or ceasing to be a Member
to a refund of the Membership fees.
GENERAL MEETINGS
3. Unless the Association has elected by Elective Resolution to dispense with the holding of Annual General meetings the Association
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 Council, 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 Association holds its first Annual General meeting within eighteen months after its incorporation
it need not hold it in the year of its incorporation or in the following year.
4. All General meetings, other than Annual General Meetings, shall be called Extraordinary General Meetings.
5. The Council may, whenever it thinks fit, convene an Extraordinary General meeting. An Extraordinary General meeting shall
also be convened after receipt of a requisition or, in default, may be convened by such requisitionists as provided by Section
368 of the Act.
NOTICE OF GENERAL MEETINGS
6. An Annual General Meeting and an Extraordinary General Meeting called for the passing of a special resolution or an Elective
Resolution shall be called by at least twenty-one clear days’ notice in writing. All other Extraordinary General Meetings
shall be called by at least fourteen clear days’ notice but a General Meeting may be called by shorter notice if it so agreed:.
(a) in the case of an Annual General Meeting by all the Members entitled to attend and vote; and
(b) in the case of any other meeting by a majority in numbers of Members having the right to attend and vote, being a majority
together holding not less than 95% of the total voting rights at the meeting of all the Members.
7. The notice shall specify the time, date and place of the meeting and the general nature of the business to be transacted
and, in the case of an Annual General Meeting, shall specify the meeting as such.
8. The notice shall be given to all the Members of the Association, the Council and to the Auditors.
9. The accidental omission to give notice of a meeting to, or the non-receipt of notice by, any person entitled to receive
notice shall not invalidate any resolution passed, or proceedings had, at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
10. 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, and the reports of the Council and of the Auditors, the election of members of the Council in the
place of those retiring, and the appointment of, and the fixing of the remuneration of, the Auditors.
11. No business shall be transacted at any General Meeting unless a quorum of Members is present at the time when the meeting
proceeds to business. Save as herein otherwise provided ten voting Members personally present shall be a quorum.
12. If a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a
quorum ceases to be present, the meeting shall stand adjourned to such time and place as the Council may determine. If at
the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall
stand adjourned to such time and place as the Council may determine. If the meeting has been convened upon the requisition
of Members, and no quorum is present within half an hour from the time appointed for the meeting, then the meeting shall be
dissolved.
13. The Chairman of the Council shall preside as Chairman at every General Meeting but, if there be no such Chairman or if
at any meeting he shall not be present within fifteen minutes after the time appointed for holding the meeting, the Council
present shall select one of their number to be Chairman. If no member of the Council is willing to act as Chairman or if no
member of the Council is present within fifteen minutes after the time appointed for holding the meeting, the Members present
and entitled to vote shall choose one of their number to be Chairman.
14. The Chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting),
adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting
other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting
is adjourned for thirty days or more, at least fourteen clear days’ notice shall be given specifying the time and place of
the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall not be necessary
to give any such notice of an adjournment or of the business to be transacted at any adjourned meeting.
15. A resolution put to the vote of any General Meeting shall be decided on a show of hands and a declaration by the Chairman
that a resolution has been carried (whether unanimously or by a particular majority) or not carried and an entry to that effect
in the minutes of the meeting shall be conclusive evidence of that fact, unless a poll is, before or upon the declaration
of the result of a show of hands, duly demanded. Subject to the provisions of the Act, a poll may be demanded by the Chairman
or by at least ten members present in person or by proxy, or by a Member or Members present in person or by proxy and representing
not less than one-tenth of the total voting rights of all the Members having the right to vote at the meeting.
16. Subject to the provisions of Article 21, if a poll is duly demanded it shall be taken in such manner as the Chairman directs.
The demand for a poll may be withdrawn before the poll is taken, but only with the consent of the Chairman, and such withdrawal
shall not invalidate the result of a show of hands declared before the demand for a poll was made. The result of the poll
which shall be declared at such time and place as the Chairman may direct, shall be deemed to be the resolution of the meeting
at which the poll was demanded.
17. No poll shall be demanded on the election of a Chairman of a meeting, or on any question of adjournment.
18. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman shall be entitled to a casting
vote in addition to any other vote he may have.
19. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the
question on which a poll has been demanded.
20. Subject to and in accordance with the provisions of the Act, a resolution in writing consented to and signed by each Member
who would have been entitled to vote upon it, if it had been proposed at a General meeting at which he was present, which
consent and signature may be evidenced, shall be as effectual as if it had been passed at a General Meeting of the Association
duly convened and held.
VOTES OF MEMBERS
21. Subject as hereinafter provided, every Member who is not an honorary Member shall have one vote.
22. Save as herein expressly provided, no Member other than a Member duly registered, who shall have paid every subscription
and other sum (if any) which shall be due and payable to the Association in respect of his Membership, shall be entitled to
vote on any question either personally or by proxy, or as a proxy for another Member, at any General Meeting.
23. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the
vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time
shall be referred to the Chairman whose decision shall be final and conclusive.
24. Votes may be given on a poll either personally or by proxy. On a show of hands a member present only by proxy shall have
no vote.
25. Any corporation or other organisation which is a Member may by resolution of its directors or other governing body or
under hand of one of its officers authorise such person as it thinks fit to act as its representative at any meeting of the
Association. The person so authorised shall be entitled to exercise the same powers on behalf of the body which he represents
as that body could exercise if it were an individual member. Such body shall for the purposes of these presents be deemed
to be present in person at any such meeting if the person so authorised is present thereat.
26. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised
in writing, or if such appointor is a corporation under its common seal, if any, and, if none, then under the hand of some
officer duly authorised in that behalf.
27. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a
copy of such authority certified notarially shall be deposited at the Office not less than forty-eight hours before the time
appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or in
the case of a poll not less than twenty-four hours before the time appointed for the taking of the poll, and in default the
instrument of proxy shall not be treated as valid. No instrument appointment a proxy shall be valid after the expiration of
twelve months from the date of its execution.
28. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death
or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that
no intimation in writing of the death, insanity or revocation as aforesaid shall have been received at the Office before the
commencement of the meeting or adjourned meeting at which the proxy is used.
COUNCIL OF MANAGEMENT
29. Until otherwise determined by a General Meeting, the number of the members of the Council shall not be less than 3 nor
more than 6.
30. Subject to Articles 39 and 41, the Council shall be comprised of :
i) the Computer Laboratory Head of Department who shall be the Chairman ex officio
ii) the Computer Laboratory Development Director who shall be the President ex officio
iii) the Director General of the Association who shall also be the Company Secretary ex officio
iv) any additional members appointed in accordance with the Articles
31. The first members of the Council shall be as named in the Statement delivered to the Registrar of Companies pursuant to
section 10 of the Act.
32. The Council may from time to time and at any time appoint any Member of the Association as a member of the Council, either
to fill a casual vacancy or by way of addition to the Council, provided that the prescribed maximum be not thereby exceeded.
Any member so appointed shall retain his office only until the next Annual General Meeting, but he shall the be eligible for
re-election.
33. Appointed Council Members must be Members of the Association.
34. No member of Council shall vacate his office or be ineligible for re-appointment as a member of Council nor shall any
person be ineligible for appointment as Council member by reason only of his having attained any particular age.
POWERS OF THE COUNCIL
35. Subject to the provisions of the Act, the Memorandum and these Articles and to any directions given by Special Resolution,
the business of the Association shall be managed by the Council, who may exercise all the powers of the Association. No alteration
of the Memorandum or these Articles and no such direction shall invalidate any prior act of the Council which would have been
valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not
be limited by any special power given to the Council Members by these Articles and a meeting of the Council at which a quorum
is present may exercise all powers exercisable by the Council Members.
DIRECTOR GENERAL
36. The Director General shall be appointed by the Chairman and employed by the Association for such term, at such remuneration
and upon such conditions the Council may think fit; and any Director General so appointed may be removed by the Chairman.
The provisions of Sections 283 and 284 of the Act shall apply and be observed.
DELEGATION OF COUNCIL POWERS
37. The Council may delegate any of its powers to any committee consisting of such member or members of the Council as it
sees fit. Any such delegation may be made subject to any conditions the Council may impose. All acts and proceedings of any
such committee shall be reported to the Council as soon as possible.
38. The Council may determine from time to time the membership of any Committee of the Council. The members may be chosen
from amongst the Council members together with such other persons as may be co-opted to serve on any such committee as the
Council may decide.
DISQUALIFICATION OF MEMBERS OF THE COUNCIL
39. The office of a member of the Council shall be vacated –
(a) If he becomes bankrupt or makes any arrangement or composition with his creditors generally;
(b) If he becomes of unsound mind;
(c) If he ceases to be a member of the Association;
(d) If by notice in writing to the Association he resigns his office;
(e) If he ceases to hold office by virtue of any provision of the Act or he becomes prohibited by law from being a Director
of a Company; or
(f) If he ceases to hold the office by which under Article 30 he has been appointed to the Council.
APPOINTMENT AND RETIREMENT OF MEMBERS OF THE COUNCIL
40. The persons who are the Computer Laboratory Head of Department, the Computer Laboratory Development Director and the Director
General of the Computer Laboratory Alumni Office immediately preceding the adoption of these articles shall upon such adoption
be the first Council members.
41. Other than the ex officio members, all Council members shall hold office for a period not longer than three years; on
expiry of that period each retiring member of the Council shall be eligible for re-appointment.
42. If the Association, at a meeting at which a Council member retires does not fill the vacancy, the retiring Council member
shall, if willing to act, be deemed to have been re-appointed, unless at the meeting it is resolved not to fill the vacancy
or unless a resolution for the re-appointment of the Council member is put to the meeting and lost.
43. Not less than seven nor more than twenty-eight clear days before the date appointed for holding a General Meeting, notice
shall be given to all who are entitled to receive notice of the meeting of any person who is recommended by the Council for
appointment or re-appointment as a Council member at the meeting. The notice shall give the particulars of that person which
would, if he were so appointed or re-appointed, be required to be included in the Association’s Register of the Council members.
44. In addition and without prejudice to the provisions of section 303 of the Act, the Association may by Extraordinary Resolution
remove any member of the Council before the expiration of his period of office, and may by an Ordinary Resolution appoint
another qualified member in his stead; but any person so appointed shall retain his office so long only as the member in whose
place he is appointed would have held the same if he had not been removed.
PROCEEDINGS OF THE COUNCIL
45. The Council may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit,
and determine the quorum necessary for the transaction of business. Unless otherwise determined, two shall be a quorum. Questions
arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the Chairman shall have
a second or casting vote.
46. A member of the Council may, and the Secretary at the request of a member of the Council shall, call a meeting of the
Council. A member of the Council who is absent from the United Kingdom shall only be entitled to notice of a meeting at his
address in the United Kingdom.
47. A meeting of the Council at which a quorum is present shall be competent to exercise all the authorities, powers and discretions
by or under the regulations of the Association for the time being vested in the Council generally. If the number of Council
members is less than the quorum, the Council shall be entitled to act, but for the purposes of filling vacancies or calling
a General Meeting only.
48. The Council shall cause proper records to be kept of all Written Resolutions (and of the signatures). The Council shall
cause proper minutes to be made of all appointments of officers made by the Council and of the proceedings of all meetings
of the Association and of the Council and of committees of the Council, and all business transacted at such meetings. Any
such record purporting to be signed by a Director or by the Secretary shall be evidence of the proceedings.
49. A resolution in writing signed by all members for the time being of the Council or any committee of the Council who are
entitled to receive notice of a meeting of the Council or of such committee shall be as valid and effectual as if it had been
passed at a meeting of the Council or of such committee duly convened and constituted.
50. All acts bona fide done by a meeting of the Council, or of a committee of the Council, or by a person acting as a member
of the Council shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any member
of the Council or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote,
be as valid as if every such person had been duly appointed and was qualified and had continued to be a member of the Council
and had been entitled to vote.
51. A Council member may participate in a meeting of the Council or of a committee of which he is a member by conference telephone
or similar communications equipment by means of which all persons participating in the meeting can hear each other at the
same time. Participation in a meeting in this manner is treated as presence in person at the meeting.
ACCOUNTS
52. The Council shall cause accounting records to be kept in accordance with the requirements of the Act. Such records shall
be kept at the Office or at such other place as the Council thinks fit and shall at all times be open to inspection by any
member of the Council.
53. The Council shall from time to time determine whether and to what extent and at what times and places and under what conditions
and regulations the Accounts and Books of the Association or any of them shall be open to the inspection of Association members
not being officers of the Association. No member (not being an officer) shall have any right of inspecting any such records
or other books or documents of the Association except as conferred by statute or authorised by the Council or by the Association
in General Meeting.
54. The Council shall in accordance with the provisions of the Act cause to be prepared in respect of each accounting reference
period of the Association the accounts and reports therein specified and shall in accordance therewith lay before the Association
in General meeting and deliver to Companies House copies of such Accounts and Reports. A copy of such Accounts and Reports
shall not less than twenty one days before the date of the meeting at which they are to be so laid be sent to every person
entitled to receive the same, or where there is in force an election by Elective Resolution to dispense with the laying of
accounts and report, not less than twenty eight days before the end of the period allowed for laying and delivering the same.
AUDIT
55. Auditors shall be appointed and their rights and duties regulated in accordance with the Act.
56. Once at least in every calendar year the Accounts of the Association shall be examined and the correctness of the Balance
Sheet ascertained by the Auditors appointed under the preceding Article.
NOTICES
57. Any notice may be served by the Association upon any member, either personally or by sending it through the post in a
prepaid letter, addressed to such member at his registered address as appearing in the register of members.
58. Any notice, if served by post, shall be deemed to have been served on the day following that on which the letter containing
the same is put into the post, and in proving such service it shall be sufficient to prove that the letter containing the
notice was properly addressed.
DISSOLUTION
59. Clause 9 of the Memorandum relating to the winding up and dissolution of the Association shall have effect as if the provisions
thereof were repeated in these Articles.
INDEMNITY
60. Subject to the provisions of the Act, every Council member or other officer of the Association shall be indemnified out
of the assets of the Association against any liability incurred by him in that capacity defending any proceedings, whether
civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application
in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in
relation to the affairs of the Association.
