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THE COMPANIES ACT 2006
PRIVATE COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION OF HOSPITALITY PROFESSIONALS ASSOCIATION
1.1 The model articles of association for private companies limited by guarantee contained in Schedule 2 to the Companies (Model Articles) Regulations 2008 (SI 2008 No. 3229) (the “Model Articles”) shall apply to the Company save in so far as they are excluded or modified hereby and such Model Articles and the articles set out below shall be the Articles of Association of the Company (the “Articles”).
1.2 In these Articles, any reference to a provision of the CA 2006 (the “CA 2006”) shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.
1.3 Model Articles 6(2), 9(2), 9(3), 11(2), 12, 13, 17(1), 18(d) and (e), 19(5), 21 and 30(4) do not apply to the Company.
1.4 The headings used in these Articles are included for the sake of convenience only and shall be ignored in construing the language or meaning of these Articles.
1.5 In these Articles, unless the context otherwise requires, references to nouns in the plural form shall be deemed to include the singular and vice versa.
2 DEFINED TERMS
2.1 Model Article 1 shall be varied by the inclusion of the following definitions:-
“Annual General Meeting” has the meaning given at Article 18.1
“appointor” has the meaning given in Article 10.1;
“Articles” has the meaning given in Article 1.1
“Associate Member” has the meaning given in Article 12.2(b);
“Associate Member (Cert.) has the meaning given in Article 12.2(c);
“HOSPA Training Programme” means specialist programmes offered by HOSPA;
“Chairman” has the meaning given in Article 4.1
“Clear Days” means 24 hours from midnight following the relevant event
“HOSPA” means the Company
“Council” has the meaning given in Article 4.1
“Fellow” has the meaning given in Article 12.2(d)
“Key Officers” has the meaning given in Article 4.1
“Management Committee” has the meaning given in Article 11.8(a)
“Member” means an Ordinary Member, an Associate Member, an Associate Member (Cert.) and a Fellow;
“Membership Certificate” has the meaning given in Article 12.5;
“Membership Committee” has the meaning given in Article 11.8(b);
“Membership Officer” has the meaning given in Article 4.1;
“Memorandum” means the memorandum of association of the Company;
“Objects” means the objects set out in Article 3.1;
“Ordinary Member” has the meaning given in Article 12.2(a);
“Qualifying Member” means any Ordinary Member, Associate Member or Associate Member (Cert.) that have been Members of the Company for at least five years with appropriate experience or a Member that has taken an accelerated route to Fellowship based on engagement in a range of continuing professional development activities provided by providers approved by the Company over 3 consecutive years;
“Secretary” has the meaning given in Article 9.1;
“Treasurer” has the meaning given in Article 4.1;
“Vice-Chairman” has the meaning given in Article 4.1;
“Voting Member” means an Associate Member, an Associate Member (Cert.) and a Fellow; and
“working day” means a day that is not a Saturday or Sunday, Christmas Day, Good Friday or any day that is a bank holiday under the Banking and Financial Dealings Act 1971 in the part of the United Kingdom where the Company is registered.
3 COMPANY’S OBJECTS
3.1 The Company’s objects are to act as the successor body to the British Association of Hospitality Accountants an unincorporated association formed for the same purposes and whose assets shall be transferred to the Company and members:
(a) to promote the interchange of information and ideas among accounting, revenue management and IT associations and senior professional managers in the hospitality industry generally. For the purposes of these objects, “senior professional managers” and “senior professional personnel” shall include those involved with all aspects of commercial management within the hospitality industry including, inter alia, accounting, finance, information technology (“IT”) and revenue management and “relevant associations” shall include those associations serving the interests of the hospitality industry, especially those which are focused on the areas of accounting, finance, information technology and revenue management.
(b) the advancement of the status and prestige of finance, revenue and IT managers in the hospitality industry.
(c) the aiding and encouragement of the education and development of financial, revenue management and IT personnel within the hospitality industry.
(d) the support of educational projects in the hospitality field.
(e) the maintenance of high professional ethics.
(f) the establishment of uniformity in British hospitality reporting and commercial processes.
(g) the carrying on of such other functions as may properly come within the scope of an association formed for these objects (including, without limitation) the activities referred to in Article 3.1).
3.2 The Company’s activities shall promote the objects in Article 3.1 and anything incidental or conducive to any of those objects and shall include but not necessarily be limited to the following:
(a) aiding and encouraging the education and development of financial, revenue management and IT personnel and the support of education in the hospitality field, including taking part in committees or accepting assignments from regularly constituted and authorised groups in connection therewith. The Company recognises the importance of appropriate professional education and offers training programmes and courses for professionals;
(b) the study of all aspects of hospitality and accounting, revenue and IT control;
(c) the encouragement of uniformity in British hospitality accounting, revenue and IT reporting;
(d) the distribution of a regular bulletin to all members for the interchange of information and ideas among members on subjects such as hospitality accounting, IT, revenue management, taxes, government and trade publications and general information of interest to financial managers and the hospitality industry;
(e) the encouragement of regional meetings in addition to those held in London and international events for those members based overseas and in the UK;
(f) the raising of awareness in relation to and, where appropriate, the establishment and maintenance of liaison with suppliers to the areas of the industry represented within HOSPA and to the hospitality industry generally;
(g) co-operating with national, international and local associations in the best interests of the hospitality industry; and
(h) any and all other activities which may be authorised by duly constituted vote of the membership of the Company or by the Council.
4 APPOINTMENT OF THE COUNCIL
4.1 General management of the Company shall be vested in the members of the management council who together will form the board (the “Council”). The Council shall consist of a chairman (the “Chairman”), a vice chairman (the “Vice-Chairman”), a treasurer (the “Treasurer”) and a membership officer (the “Membership Officer” and together with the Chairman, Vice-Chairman and the Treasurer the “Key Officers”), and up to thirteen other members of the Council.
4.2 For the purposes of these Articles, any reference to a “director” or “directors” in the Model Articles shall be read as “member of Council” or “members of Council”.
4.3 The usual workplace of at least 3 members of the Council shall be outside of a 30 mile radius of central London and not more than 10 shall have a usual workplace within such radius.
Only Members may be elected to the Council.
4.5 The immediate past Chairman, if any, shall also be a member of Council.
4.6 Voting Members shall elect the Council by ordinary resolution. Subject to Article 4.12 and for the avoidance of doubt the members of Council will not have the power to elect additional members of Council to the Council. The Key Officers shall be elected by a separate vote of the Voting Members at the same Annual General Meeting at which the Council is elected.
4.7 One half of the Council shall retire by rotation each year. A minimum of two such members of Council must be Key Officers. Any Council member retiring by rotation may stand for immediate re-election.
4.8 Subject to the provisions of the CA 2006, the members of Council and Key Officers to retire by rotation shall be those who have been longest in office since their last appointment or reappointment as members of the Companies’ predecessor body British Association of Hospitality Accountants, but as between persons who became or were last appointed members of Council or a Key Officer on the same day as those to retire shall (unless they otherwise agree among themselves) be determined by lot.
4.9 No person other than a member of Council retiring by rotation shall be appointed or reappointed as a member of Council at a general meeting unless:
(a) they are recommended by a member of Council; or
(b) not less than 35 days before the date appointed for the Annual General Meeting, notice executed by a Voting Member has been given to the Company of the intention of such Voting Member to stand for election as a member of Council at the Annual General Meeting, such notice to state the particulars which would, if such Voting Member were appointed a member of Council, be required to be included in the Company’s register of members of Council together with a notice executed by that Voting Member of their willingness to act as a member of Council of the Company.
4.10 A returning officer, being a Member and not standing for election, shall be appointed by the Council at least 60 days before the date of the Annual General Meeting.
4.11 Ballot papers shall be sent by electronic or regular mail to all Voting Members at least 28 days before the Annual General Meeting.
4.12 Notwithstanding Article 4.6, vacancies on the Council and among the Key Officers occurring between Annual General Meetings shall be filled by the Council. Any member of Council so appointed shall retire on the date of the next Annual General Meeting. Upon their aforementioned retirement said member of Council shall have the same rights as members of Council retiring by rotation referred to in Article 4.7 above.
4.13 Should the office of Chairman become vacant, the Vice Chairman shall succeed the Chairman until the next general meeting of the Company.
5 POWERS OF THE MEMBERS OF COUNCIL
5.1 Without limitation the Council shall have the power to:
(a) delegate power in a manner consistent with the Articles and the CA 2006 to govern proceedings at general meetings and to prescribe a form of proxy;
(b) if the Council so specifies, any such delegation may authorise further delegation of the Council’s powers by any person or committee to whom they are delegated;
(c) the Council may revoke any delegation in whole or part, or alter its terms and conditions at any time;
(d) make rules consistent with the Articles and the CA 2006 to govern their proceedings and the proceedings of committees;
(e) make regulations consistent with the Articles and the CA 2006 to govern the administration of the Company and the use of its seal (if any);
(f) appoint the leaders of the training programmes and professional education courses run by the Company; and
(g) authorise signatories on the financial transactions of the Company, including bank accounts, and authorisation of electronic payment, provided signatories shall always include at least two Key Officers.
6 COUNCIL MEETINGS
6.1 Council meetings shall be called by the Secretary. Any three members of Council may together call a meeting if the Secretary should refuse to do so. At least 14 days’ written notice shall be given to each member of Council of any Council meeting stating the proposed date and time, where it is to take place and if it is anticipated that members of Council participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting. The Council shall meet at least three times a year.
6.2 The quorum for Council meetings may be fixed from time to time by a decision of the members of Council, but it must never be less than five and unless otherwise fixed it is five.
6.3 The Chairman, or if the Chairman is unable or unwilling to do so, the Vice-Chairman, or if the Vice- Chairman is unable or unwilling to do so, another Key Officer, or if all of the other Key Officers are unable or unwilling to do so, some other member of Council chosen by the members of Council present, shall preside at each meeting.
6.4 For the purpose of Model Article 8(2) the “resolution in writing” may be contained in more than one document and will be treated as passed on the date of the last signature.
6.5 Every member of Council has one vote on each issue. The Chairman or other member of Council presiding over the meeting will have a second or casting vote in the event of a tied decision, but this does not apply if, in accordance with the Articles, the Chairman or other member of Council presiding over the meeting is not to be counted as participating in the decision-making process for the quorum or voting purposes.
7 MEMBERS OF COUNCIL CONFLICTS OF INTEREST
7.1 Subject to Article 3.2, notwithstanding the fact that a proposed decision of the members of Council concerns or relates to any matter in which a member of Council has, or may have, directly or indirectly, any kind of interest whatsoever, that member of Council may participate in the decision-making process for both quorum and voting purposes.
7.2 If the members of Council propose to exercise their power under section 175(4)(b) of the CA 2006 to authorise a member of Council’s conflict of interest, the member of Council facing the conflict is not to be counted as participating in the decision to authorise the conflict for quorum or voting purposes.
7.3 Subject to the provisions of the CA 2006, and provided that (if required to do so by the said Act) he has declared to the members of Council the nature and extent of any direct or indirect interest of his, a member of Council, notwithstanding his office:
(a) may be a party to or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;
(b) may be a member of Council or other officer or an employee of, or a party to any transaction or arrangement with, or otherwise interested in, any subsidiary of the Company or body corporate in which the Company is interested; and
(c) is not accountable to the Company for any remuneration or other benefits which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no transaction or arrangement is liable to be avoided on the ground of any such remuneration, benefit or interest.
8 TERMINATION OF MEMBER OF COUNCIL’S APPOINTMENT
8.1 In addition to the events terminating a member of Council’s appointment set out in Model Articles 18(a) to (c) inclusive and (f), a person ceases to be a member of Council as soon as:
(a) that person is, or may be, suffering from mental disorder and either:
(i) he is admitted to hospital in pursuance of an application for admission for treatment under mental health legislation for the time being in force in any part of the United Kingdom; or
(ii) an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or which wholly or partly prevents that person from personally exercising any powers or rights which that person otherwise would have; or
(b) that person has for three or more consecutive meetings been absent without permission of the members of Council from meetings of members of Council held during that period and the members of Council make a decision to vacate that person’s office. Such members of Council will be able to stand for re-election at the next Annual General Meeting.
9.1 The members of Council may appoint a secretary (the “Secretary”) to the Company for such period, for such remuneration and upon such conditions as they think fit; and any secretary so appointed by the members of Council may be removed by them.
10 ALTERNATE MEMBERS OF COUNCIL
10.1 Any member of Council (the “Appointor”) may appoint as an alternate any other member of Council, or any other person approved by a decision of the members of Council, to:-
(a) exercise that member of Council’s powers; and
(b) carry out that member of Council’s responsibilities,
in relation to the taking of decisions by the members of Council in the absence of the alternate’s appointor.
10.2 Any appointment or removal of an alternate must be effected by notice in writing to the Company signed by the appointor, or in any other manner approved by the members of Council. The notice must:-
(a) identify the proposed alternate; and
(b) in the case of a notice of appointment, contain a statement signed by the proposed alternate that he is willing to act as the alternate of his appointor.
10.3 An alternate member of Council has the same rights to participate in any members of Council meeting or decision of the members of Council reached in accordance with Model Article 8, as the alternate’s appointor.
10.4 Except as these Articles specify otherwise, alternate members of Council:
(a) are deemed for all purposes to be members of Council;
(b) are liable for their own acts or omissions;
(c) are subject to the same restrictions as their appointors; and
(d) are not deemed to be agents of or for their appointors.
10.5 A person who is an alternate member of Council but not a member of Council:-
(a) may be counted as participating for the purposes of determining whether a quorum is participating (but only if that person’s appointor is not participating); and
(b) may sign or otherwise signify his agreement in writing to a written resolution in accordance with Model Article 8 (but only if that person’s appointor has not signed or otherwise signified his agreement to such written resolution).
No alternate may be counted as more than one member of Council for such purposes.
10.6 An alternate member of Council is not entitled to receive any remuneration from the Company for serving as an alternate member of Council except such part of the remuneration payable to that alternate’s appointor as the appointor may direct by notice in writing made to the Company.
10.7 Model Article 20 is modified by the deletion of each of the references to “directors” and the replacement of each such reference with “members of Council and/or any alternate members of Council”.
10.8 An alternate member of Council’s appointment as an alternate terminates:-
(a) when his appointor revokes the appointment by notice to the Company in writing specifying when it is to terminate;
(b) on the occurrence in relation to the alternate of any event which, if it occurred in relation to the alternate’s appointor would result in the termination of the appointor’s office as member of Council;
(c) on the death of his appointor; or
(d) when his appointor’s appointment as a member of Council terminates.
11.1 Committees shall be appointed by the Council for such purposes and at such time and for such periods as the Council may decide. The Council may at its own discretion vary such appointments from time to time.
11.2 Each committee shall have a chairman and a secretary. The chairman shall be a member of Council.
11.3 Any member of the Council may sit on committees.
11.4 Each committee shall have the power:
(a) to co-opt other Members to serve on it in a non-voting capacity for any special purposes; and
(b) to appoint sub-committees of its body for specific purposes.
11.5 Each committee shall render a report of its proceedings to the Council whenever so required by the Council and shall in any case present such a report before the Annual General Meeting of the Company.
11.6 Meetings of committees shall be called by the chairman or secretary (on the instructions of the chairman) of the relevant committee or by resolution of the Council. At least 14 days written notice shall be given of such meeting.
11.7 Any decision of a committee is subject to ratification by the Council, provided always any implementation delegated to a committee may be carried out by that committee subject to proper reporting to the Council
11.8 Without limitation committees shall include:
(a) a management committee (the “Management Committee”), comprising the Key Officers and the Secretary, to consider all aspects of administration and progress of the Company and implement changes approved by the Council;
(b) a membership committee, (the “Membership Committee”) to be chaired by the Membership Officer, responsible for all questions of admittance to all classes of membership to the Company;
(c) an education committee to be responsible for all issues relating to the educational activities of the Company;
(d) a technical committee to consider and prepare reports for the Council on all matters of a technical nature coming within the scope of the Company’s activities;
(e) a regional committee to promote and encourage the regional development of the Company’s presence in the regions;
(f) marketing committee to promote the benefits of membership of the Company through publications, brochures and other literature, and the organisation of social and other appropriate activities;
(g) meetings committee to arrange the programme of general meetings in London; and
(h) conference committee to organise topical conferences.
11.9 The Management Committee may at any time appoint new committees for special purposes including a remuneration committee constituted in accordance with Article 20.2(b).
11.10 The Council shall appoint a sub-committee of three members of Council to deal with all matters of discipline as they arise. This sub-committee shall have the power to suspend or expel any member whose conduct has in its opinion merited such action, subject to an appeal to a full meeting of the Council. Expulsion will require the immediate return of the Membership Certificate to the Secretary.
11.11 Any sub-committee appointed under 11.4(b) shall include a Council Member.
12.1 The Company must maintain a register of members.
12.2 There shall be the following classes of membership of the company:
(a) Ordinary Membership
All persons with an interest in furthering the professionalism of the financial, revenue management and IT aspects of the hospitality industry shall be eligible to apply to be an ordinary member (an “Ordinary Member”) of the Company.
(b) Associate Membership
Any applicant to be an associate member (an “Associate Member”) must have completed successfully a programme to attain equivalent professional standing or 2 years experience in at least one of the following areas:
assistant financial controller of a self accounting unit, on site financial controller of a centralised accounting unit, revenue manager, IT manager, assistant to the group financial controller, leading consultant for a consultancy firm or audit manager of a firm of accountants responsible for hospitality audits,
will be eligible to apply to be an Associate Member.
(c) Associate Member (Cert.)
Any applicant to be an associate member (cert.) (an “Associate Member Cert.”) must meet the following criteria:
(i) they must have successfully completed one of the HOSPA Training Programme;
(ii) they must be an existing Ordinary Member; and
(iii) they must be working in a financial, revenue management or IT capacity under the supervision of an Associate Member, Fellow or someone of similar standing in view of the Council.
Any Qualifying Member will be made a fellow (a “Fellow”) and applications to be made a Fellow by anyone occupying a senior position in the hospitality industry, for whom a time qualification would be inappropriate, will be considered by the Council on the recommendation of the Membership Officer or Membership Committee.
(e) Honorary Fellowship
The Council may extend honorary fellowship to any person that has been proposed as an Honorary Fellow by a Member in writing to the Council. No Member may propose themselves to be an Honorary Fellow.
12.3 No person shall become a Member unless:
(a) that person has completed an application for the relevant membership in a form approved by the Council; and
(b) the Council have approved the application and subscription and any joining fee required by the Council is paid.
12.4 In all cases the Council will have absolute discretion with regards to the approval of membership applications
12.5 Fellow and Associate Members will be issued a certificate (a “Membership Certificate”) with details of their class of membership.
12.6 Members must provide details of their employer, employer’s address, educational qualifications and other such information as may be decided from time to time by the Council. Changes to such details of employment must be notified by the Member to the Secretary in writing within 30 days of any change.
12.7 Associate Members, Associate Members (Cert.) and Fellows may vote at a general meeting of the Company on the basis of one vote for each voting member. For the avoidance of any doubt an Ordinary Member may not vote at a general meeting of the Company.
12.8 Voting Members will be granted a certificate (which remains the property of the Company at all times) in addition to their Membership Certificate which will entitle them to use the following initials after their name:
Associate Member(s) ABHA
Associate Member(s) (Cert.) ABHA [(Cert)]
Any Voting Member who for any reason ceases to be a Voting Member of the Company shall cease to be entitled to use the designatory letters after their name and return the relevant certificate to the Secretary.
12.9 Membership is terminated if the Member concerned:
(a) gives written notice of their resignation to the Company, returns their Membership Certificate to the Secretary and pays all outstanding subscriptions up to the date of their resignation;
(b) is more than six months in arrear in paying the relevant subscription, if any (but in such a case the member may be reinstated on payment of the amount due);
(c) is removed from membership by resolution of the Council on the ground that in their reasonable opinion the Member’s continued membership is harmful to the Company. The Council may only pass such a resolution after notifying the Member in writing and considering the matter in the light of any written representations which the Member concerned puts forward within 14 Clear Days after receiving notice;
12.10 Subject to Article 12.2 and any regulations from time to time made by the Council, membership of the Company shall confer the right to participate in all activities and amenities provided by the Company.
13.1 Subscriptions for each grade of membership and joining fees shall be decided from time to time by the Council. Subscriptions will be payable annually on the anniversary of joining.
14 NOTICE OF GENERAL MEETINGS
14.1 Every notice convening a general meeting of the Company must comply with the provisions of:-
(a) section 311 of the CA 2006 as to the provision of information regarding the time, date and place of the meeting and the general nature of the business to be dealt with at the meeting; and
(b) section 325(1) of the CA 2006 as to the giving of information to members regarding their right to appoint proxies.
14.2 Every notice of, or other communication relating to, any general meeting which any member is entitled to receive must be sent to each of the members of Council and to the auditors (if any) for the time being of the Company.
15 QUORUM AT GENERAL MEETINGS
15.1 There is a quorum at a general meeting if the number of Voting Members or authorised representatives present in person or by proxy is whichever is the lower of (i) one third of the Voting Members or (ii) three.
15.2 Model Article 27(1) is modified by the addition of a second sentence as follows:-
“If, at the adjourned general meeting, a quorum is not present within half an hour from the time appointed therefor or, alternatively, a quorum ceases to be present, the adjourned meeting shall be dissolved.”.