WHO WE ARE WHAT WE DO HOW WE WORK
Interpretation
- In these Articles:
'the Act' means the Companies Act 1985;
'the Council of Management' means the directors of the Company, and "member of the Council of Management" shall be construed accordingly;
'the Steering Committee' has the meaning given in Article 2, and "member of the Steering Committee" shall be construed accordingly;
'the seal' means the common seal of the Company;
'Secretary' means any person appointed to perform the duties of the Secretary of the Company;
'the United Kingdom' means Great Britain, Northern Ireland, the Channel Islands and the Isle of Man and any other territories included from time to time within the designation "GB" in ISO 3166 (the InternationalStandard for Country Codes);
Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, fax, e-mail and other methods of representing or reproducing words in a visible form;
Unless the context otherwise requires, words or expressions contained in these Articles shall bear the meanings given to them in the Act.
Admission of Members
- The members of the Company are referred to in these Articles as the Steering Committee. In addition to the statutory rights and responsibilities of the members of the Steering Committee as the members of the Company, the Steering Committee will elect four members of the Council of Management; consider technical issues relating to naming in the .UK domain; and advise the Council of Management on such matters.
The Steering Committee shall be made up of the subscribers to the Memorandum and Articles of Association; the members of the Council of Management; and Internet service providers, connectivity resellers, web suppliers and other individuals or organisations with an interest in the operation of the .UK domain, who or which apply for admission, are admitted as members by the Council of Management, and pay a subscription.
Every application for membership shall be in one of the forms set out in Article 54 or in such other form as the Council of Management shall prescribe from time to time.
At the next meeting of the Council of Management after the receipt of any application for membership, such application shall be considered by the Council of Management who shall decide whether to admit or reject the applicant.
Retirement of Members
- A member shall cease to be such;
3.1 if by notice in writing lodged with the Secretary he, she or it shall resign his, her or its membership;
3.2 in the case of the members of the Council of Management, on ceasing to be a member of the Council of Management;
3.3 if an individual, upon death, or if he or she becomes bankrupt or makes any arrangement with his or her creditors generally, or becomes of unsound mind, or is convicted of any indictable offence for which he or she is sentenced to a term of imprisonment;
3.4 if an organisation, if it goes into liquidation or makes any arrangement with its creditors generally;
3.5 in any case, if any subscription due to the Company remains outstanding for more than one month;
3.6 (except in the case of the members of the Council of Management) by means of a resolution of at least 90% of the votes cast by members of the Steering Committee present (in person or by proxy) and voting at a properly-convened meeting of the Steering Committee.
No member of the Steering Committee shall be entitled to any refund of subscription on ceasing to be a member.
General Meetings
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The Company shall hold a general meeting in each year as its Annual General Meeting, in addition to any other meetings in that year, and shall specify the meeting as such in the notice calling it. Not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and the date of the next. The Annual General Meeting shall be held at such time and place as the Council of Management shall appoint. All general meetings other than Annual General Meetings shall be called Extraordinary General Meetings.
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The Council of Management may call general meetings whenever it thinks fit; and shall do so on a requisition by the Steering Committee pursuant to the Act.
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An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by at least 21 clear days' notice, and all other general meetings shall be called by at least 14 clear days' notice. A meeting of the Company may be called by shorter notice if it is so agreed:
6.1 in the case of an Annual General Meeting, by all the members entitled to attend and vote; and
6.2 in the case of any other meeting, by a majority in number of the members having a right to attend and vote, being a majority together representing not less than ninety five per cent of the total voting rights at that meeting of all the members.
The notice shall specify the place, the day and the hour of the meeting, and the general nature of the business to be transacted; and shall, in the case of an Annual General Meeting, specify the meeting as such. Notice shall be given to the Steering Committee, to the Council of Management, and to the auditors.
- The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive it shall not invalidate the proceedings at the meeting.
Proceedings at General Meetings
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No business shall be transacted at any general meeting unless a quorum of members of the Steering Committee is present at the time when the meeting proceeds to business; six members of the Steering Committee present in person shall be a quorum.
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If a quorum is not present within half an hour after the time appointed for the meeting, the meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Council of Management may determine.
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The Chairman of the Council of Management shall preside as Chairman at every general meeting of the Company. If there is no such Chairman, or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the members of the Council of Management present shall elect one of their number to be Chairman of the meeting.
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If at any meeting no member of the Council of Management is willing to act as Chairman, or if no member of the Council of Management is present within fifteen minutes after the time appointed for the holding of the meeting, the members of the Steering Committee present shall choose one of their number to be Chairman of the meeting.
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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 and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise, it shall not be necessary to give any notice of an adjournment, or of the business to be transacted at an adjourned meeting.
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A resolution proposed at any general meeting shall be approved if at least two-thirds of the votes cast at the meeting are in favour of the resolution, except where the Act or these Articles prescribes a different majority.
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At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands (in which case, every member present in person shall have one vote) unless a poll is demanded (before or on the declaration of the result of the show of hands). Subject to the Act, a poll may be demanded:
14.1 by the Chairman; or
14.2 by at least two members of the Steering Committee present in person or by proxy; or
14.3 by any member or members of the Steering Committee present in person or by proxy and representing not less than one tenth of the total voting rights of all the members of the Steering Committee having the right to vote at the meeting.
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Unless a poll is demanded, a declaration by the Chairman that a resolution has been carried or lost on a show of hands, whether unanimously or by a particular majority, and an entry to that effect in the book containing the minutes of proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the resolution.
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The demand for a poll may be withdrawn before the poll is taken, but only with the consent of the Chairman. The withdrawal of a demand for a poll shall not invalidate the result of a show of hands declared before the demand for the poll is made.
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Except as provided in Article 18, if a poll is demanded it shall be taken in such manner as the Chairman directs; and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
- A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken immediately. A poll demanded on any other question shall be taken at such time as the Chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.
Votes of Members
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The Council of Management will establish the subscriptions and poll voting rights of members of the Steering Committee for the period to 31 August 1997. Thereafter, the subscriptions and poll voting rights will be related to the member's relative commercial involvement in the .UK domain name service, and will be set by means of bye-laws established in accordance with Article 51.1.
Not more than one member of any group of companies (as defined in Section 53 of the Companies Act 1989) may be a member of the Steering Committee. The Council of Management will lay down an upper limit on the number of votes to which any one member will be entitled for the period to 31 August 1997. Thereafter the upper limit will be set by means of bye-laws established in accordance with Article 51.1.
19A. Except as required by law, before making any change to the level of membership subscriptions or registration fees, the Council of Management must consult with the Steering Committee by conducting a postal ballot. The ballot must seek votes for and against each proposed change; and the Council of Management shall only implement the proposed change if at least seventy-five percent of the votes cast in the ballot are in favour of the proposed change.
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A member of the Steering Committee who is an individual may appoint a proxy to attend general meetings in his or her place. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his or her attorney properly authorised in writing. A proxy need not be a member of the Steering Committee.
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The instrument appointing a proxy and the power of attorney, if any, under which it is signed, or a copy of that power certified by a solicitor, shall be deposited at the registered office of the Company or at such other place within the United Kingdom as is specified for that purpose in the notice convening the meeting, not less than forty eight hours before the time 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.
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An instrument appointing a proxy shall be in as near the form set out in Article 55 as circumstances admit.
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Where the intention is that members of the Steering Committee should have an opportunity of voting for or against a resolution, the instrument appointing a proxy shall be in as near the form set out in Article 56 as circumstances admit.
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The instrument appointing a proxy for a member of the Steering Committee shall be deemed to confer authority to demand or join in demanding a poll.
- A vote given or poll demanded by the authorised representative of a member organisation shall be valid notwithstanding the previous revocation of the authority of the person voting or demanding a poll, provided that no notice of such revocation was received by the Company at its Registered Office before the start of the meeting or adjourned meeting at which the vote is given or poll demanded.
Council of Management
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The Council of Management shall consist of two Executive Directors, of whom one shall be the Managing Director of the Company, and (subject to Article 32), four Non-Executive Directors approved by the Steering Committee ("the appointed Members"). The Managing Director shall bethe Chairman of the Council of Management.
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At the first annual general meeting all the appointed members shall retire from office, and at every subsequent annual general meeting one-half of the appointed members then in office shall retire.
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Subject to the provisions of the Act, the appointed members to retire by rotation shall be those who have been longest in office since their last appointment or re-appointment, but as between persons who became or were last re-appointed on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.
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If the Steering Committee, at the meeting at which an appointed member retires by rotation, does not fill the vacancy the retiring appointed 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 appointed member is put to the meeting and lost.
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No person other than appointed members retiring by rotation shall be appointed or re-appointed at any general meeting unless:
30.1 he or she is recommended by the Council of Management; or
30.2 not less than fourteen (14) nor more than thirty-five (35) clear days before the date appointed for the meeting, notice executed by a member of the Steering Committee qualified to vote at the meeting has been given to the Company of the intention to propose that person for appointment or re-appointment, together with notice executed by that person of his or her willingness to be appointed or re-appointed.
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Not less than seven (7) nor more than twenty-eight (28) 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 (other than an appointed member retiring by rotation at the meeting) who is recommended by the Council of Management for appointment or re-appointment as an appointed member at the meeting, or in respect of whom notice has been duly given to the Company of the intention to propose him or her at the meeting for appointment or re-appointment.
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Subject to Articles 27 to 31, the Company may by ordinary resolution appoint a person who is willing to act to be a member of the Council of Management either to fill a vacancy or as an additional member of the Council of Management; and may also determine the rotation in which any additional members of the Council of Management are to retire.
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The Council of Management may appoint a person who is willing to act to be a member of the Council of Management, either to fill a vacancy or as an additional member of the Council of Management, provided that the appointment does not cause the number of members of the Council of Management to exceed any number fixed by or in accordance with the Articles as the maximum number of members of the Council of Management. A member of the Council of Management so appointed shall hold office only until the next following annual general meeting and shall not be taken into account in determining the members of the Council of Management who are to retire by rotation at the meeting. If not re-appointed at such annual general meeting, he or she shall vacate office at the end of the meeting.
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Subject to Articles 27 to 33, a member of the Council of Management who retires at an annual general meeting may, if willing to act, be re-appointed. If he or she is not re-appointed, he or she shall retain office until the Steering Committee appoints someone in his or her place, or if it does not do so, until the end of the meeting.
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A member of the Council of Management shall cease to be such:
35.1 if by notice in writing lodged with the Secretary he or she resigns his or her membership of the Council of Management;
35.2 upon death, or if he or she becomes bankrupt or makes any arrangement with his or her creditors generally, or becomes of unsound mind, or is convicted of an indictable offence for which he or she is sentenced to a term of imprisonment;
35.3 in the case of either of the Executive Directors, on ceasing to hold their executive office.
35.4 in the case of an appointed member, if the Steering Committee removes him or her from office.
35.5 if he or she is removed by a simple majority of the members of the Steering Committee, following the procedure laid down in Section 303 of the Act.
In the event that either of the Executive Directors ceases to hold office, the Council of Management shall appoint a replacement to the relevant office.
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In the event that either of the Executive Directors ceases to hold office, the Council of Management shall appoint a replacement to the relevant office. Until such time as the appointment is made the remaining members of the Council of Management shall continue to have all the powers set out in Article 37.
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The Council of Management shall have control over all the affairs and property of the Company, and may exercise all such powers of the Company as it thinks fit, except as otherwise provided by the Memorandum of Association of the Company and these Articles. In the exercise of its powers, the Council of Management will have regard to any regulations made by the Steering Committee (such regulations not to invalidate any prior acts of the Council of Management which would have been valid if the regulations had not been made).
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The members of the Council of Management may convene and regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. An Executive Director shall not vote on a resolution to determine the level of his or her renumeration.
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Subject to Articles 38 and 41, the Chairman of the Council of Management shall preside at every meeting; and in the case of an equality of votes he shall be entitled to a second or casting vote. A member of the Council of Management may, and the Secretary at the request of a member of the Council of Management shall, at any time summon a meeting of the Council of Management.
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The quorum necessary for the transaction of the business of the Council of Management shall be four. The Council of Management shall cause minutes to be made in books provided for the purpose of all resolutions and proceedings at all meetings of the Council of Management.
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If at any meeting of the Council of Management the Chairman is not present within fifteen minutes after the time appointed for the start of the meeting, the members present may choose one of their number to be chairman of the meeting. In the case of an equality of votes on any question the chairman shall have a second or casting vote.
- The Council of Management may delegate any of its powers to committees consisting of such of its members as it thinks fit: in the exercise of the delegated powers, any committee so formed shall conform to any regulations which may be imposed on it by the Council of Management.
Secretary
- The Company shall have a Secretary who shall be appointed by the Council of Management for such term, at such remuneration and upon such conditions as the Council of Management thinks fit. If the office is vacant or for any other reason there is no Secretary capable of acting, anything required or authorised to be done by or to the Secretary may be done by any officer of the Company authorised generally, or specially for that purpose, by the Council of Management.
Seal
- The seal shall be used only by the authority of the Council of Management. Every instrument to which the seal is affixed shall be signed by a member of the Council of Management, and shall be countersigned by the Secretary, or by a second member of the Council of Management, or by some other person appointed by the Council of Management for the purpose.
Notices, Meetings and Resolutions
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The following Articles 46 to 50 shall apply to meetings and resolutions of the Council of Management and the Steering Committee, and to notices given to members of those bodies; and "member" shall be construed accordingly.
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Any notice to be given under these Articles shall be in writing. The Company may give any notice to a member personally, or by sending it by post (airmail in the case of overseas members who have given no address for service within the United Kingdom) in a prepaid envelope addressed to the member at his or her registered address, or by leaving it at that address. Where the member has given to the Company a facsimile number or e-mail address to which notices may be sent electronically, the Company may give a valid notice by means of facsimile or e-mail.
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A member present in person at any meeting shall be deemed to have received notice of the meeting and, where necessary, of the purposes for which it was called.
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Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given to a postal address. Electronic confirmation of receipt shall be conclusive evidence that a notice was given to a facsimile number or e-mail address. A notice shall be deemed to be given at the expiration of 48 hours after it was posted or (as the case may be) transmitted electronically.
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Subject to the provisions of the Act (and in particular in the case of a resolution of the members of the Steering Committee, to any requirement to submit the proposed resolution to the auditors), a resolution in writing signed by all the members entitled to attend and vote at meetings shall be as valid and effective as if it had been passed at a meeting properly convened and held. Any such resolution in writing may consist of two or more documents in similar form, each signed by one or more of such persons. Digital signatures and facsimiles of signatures will suffice for the purpose of this Article.
- A member entitled to attend and vote at a meeting may participate by means of a telephone conference or other facility whereby all people participate in the meeting can hear each other and participation in a meeting in this manner shall be deemed to be presence in person at such meeting.
Bye-Laws
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In consultation with the Steering Committee, the Council of Management will establish bye-laws for the following purposes:
51.1 to determine the subscriptions payable by members of the Steering Committee (after 31 August 1997) and the voting rights to which they will be entitled;
51.2 to establish procedures for the approval, rejection and appeals against the rejection of name registration requests;
51.3 to determine the level of registration fees; and
51.4 to determine registration fee discounts for clients of members of the Steering Committee.
Provided that nothing in these Articles or in any bye-law shall operate to override the provisions of Article 19A.
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Subject to the Act, but without prejudice to any indemnity to which he or she may otherwise be entitled, every member of the Council of Management and every officer of the Company, shall be indemnified out of the assets of the Company against any liability incurred by him or her in defending any proceedings, whether civil or criminal, alleging liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company, and in which judgment is given in his or her favour, or in which he or she is acquitted, or in connection with any application in which relief is granted to him or her by the Court.
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Subject to the Act, the Company may purchase and maintain for any member of the Council of Management or for any officer of the Company, insurance cover against any liability which may attach to him or her by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which he or she may be guilty in relation to the Company, and against all costs, charges, losses, expenses and liabilities incurred by him or her and for which he or she is entitled to be indemnified by the Company under Article 52.
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The forms of the application for membership referred to in Article 2 are as follows.
I,
of
wish to become a member of the Steering Committee of NOMINET UK, subject to the provisions of the Memorandum and Articles of Association of the Company. I confirm that I will abide by the terms of any Code of Practice circulated from time to time by the Council of Management, and that I will not do anything which may bring the Company into disrepute.
Signature: ...............
Date: ...............
In the case of an organisation:
To the Council of Management of NOMINET UK
whose registered office/principal place of business is at
applies for membership of the Steering Committee of NOMINET UK, subject to the provisions of the Memorandum and Articles of Association of the Company.
It will abide by the terms of any Code of Practice circulated from time to time by the Council of Management, and it will neither do, nor permit its employees to do, anything which may bring the Company into disrepute.
Authorised Signature: ................
Name: ................
Position: ................
Date: ................
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The form of proxy referred to in Article 22 is as follows:
NOMINET UK
I,
of
being a member of the Steering Committee of the above Company, appoint
of
or failing him/her
of
as my proxy to vote for me on my behalf at the General Meeting of the Company to be held on the ........ day of ................ and at any adjournment
Signed: ................
Date: ................
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The form of proxy referred in Article 23 is as follows:
NOMINET UK
I,
of
being a member of the Steering Committee of the above Company, appoint
of
or failing him/her
of
as my proxy to vote for me on my behalf at the Annual/Extraordinary* General Meeting of the Company to be held on the ................ day of .............. and at any adjournment
Signed: ..............
Date: ..............
This form is to be used * in favour of/against the resolution
Unless otherwise instructed, the proxy will vote as he/she thinks fit
* Strike out whichever you do not want".
We, the persons whose names are written below, wish to be formed into a Company under these Articles of Association:
Names of subscribers
Richard Phillip ALMEIDA
William BLACK
Alex BLIGH
John Venners CAREY
Keith Niven MITCHELL
Nigel Roy TITLEY
Dated the 14th day of May 1996
