ࡱ> g bjbjVV r<r<  xxxxx4ht(AVL@@@@@@@$~C0F@xs!s!s!@xx@&&&s!vxx@&s!@&&g8;@×F$!;@@0(A;\Fw%F$;;Fxo<$&t@@S&p(As!s!s!s!F >: Company Number:  ASK Number "Insert company number" \* MERGEFORMAT Type company number here01667836 The Companies Act 2006 PRIVATE COMPANY LIMITED BY GUARANTEE  ARTICLES OF ASSOCIATION SMALL ELECTRICAL APPLIANCE ASK Name "Insert new company name" \* MERGEFORMAT Type in the full name of the company here (please include Limited, Ltd. etc)  MARKETING ASSOCIATION Incorporated on 28th September 1982  Jordans Limited  HYPERLINK "http://www.jordans.co.uk" www.jordans.co.uk Bristol office: 21 St Thomas Street Bristol BS1 6JS Tel: +44 (0)117 923 0600 Fax: +44 (0)117 923 0063London office: 20-22 Bedford Row London WC1R 4JS Tel: +44 (0)20 7400 3333 Fax: +44 (0)20 7400 3366 THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF ASSOCIATION OF SMALL ELECTRICAL APPLIANCE ASK Name "Insert new company name" \* MERGEFORMAT Type in the full name of the company here (please include Limited, Ltd. etc)  MARKETING ASSOCIATION (Adopted by special resolution dated 18th May 2011) Preliminary 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 Association 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 Association (the "Articles"). In these Articles, any reference to a provision of the Companies Act 2006 shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force. Model Articles 2, 3, 9(2), 14, 18(d) and (e), 19(5), 22(1) and 30(4) do not apply to the Association. 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. 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. DEFINED TERMS Model Article 1 shall be varied by the inclusion of the following definitions: "Association" means the above-named Company; "appointor" has the meaning given in Article 12.1; "the Committee" means the Management Committee comprising of the directors of the Association for the time being; "the Office" means the registered office of the Association for the time being; "secretary" means the secretary of the Association, if any, appointed in accordance with Article 11.1 or any other person appointed to perform the duties of the secretary of the Association, including a joint, assistant or deputy secretary; 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 Association is registered. liability of members The liability of each member is limited to 1, being the amount that each member undertakes to contribute to the assets of the Association in the event of its being wound up while he is a member or within one year after he ceases to be a member, for - payment of the Associations debts and liabilities contracted before he ceases to be a member, payment of the costs, charges and expenses of winding up, and adjustment of the rights of the contributories among themselves. OBJECTS The Association's objects are to: provide a forum for members for the exchange of ideas and information concerning the marketing of small electrical appliances ("the Appliances"); protect, promote and safeguard the interests of the small electrical appliance industry ("the Industry") as a whole; provide a focal point for the Industry to communicate with news media and central and local government and to liaise with other bodies having similar or allied objects and interests; increase the publics knowledge of the Industry; undertake market research and other activities in order to expand the sale of the Appliances as a whole; issue recommendations or guidelines relating to terms of trading, conditions of sale or, generally but subject to clause (ii) hereto, with regard to relations between members of the Association, retailers and the public; liaise and affiliate with the United Kingdom and overseas standards organisations on the formulation and implementation of standards applicable to the Appliances; act on behalf of members of the Association for the execution of literary, promotional, exhibition and other undertakings in connection with the manufacture and marketing of the Appliances; sustain and improve and assist in sustaining and improving the standards of safety, efficiency, performance, reliability and quality of electrical equipment and appliances of any description for use in or about the home or domestic premises and manufactured or supplied in the United Kingdom and to collect and disseminate information in regard thereto; and procure the Association to be registered or recognised in any part of the World. DIRECTORS GENERAL AUTHORITY The Committee of the Association have control over the affairs and property of the Association and is responsible for management of the Associations business. The Committee has authority to exercise any powers of the Association which are necessary and/or incidental to the promotion of any or all of the objects of the Association set out at Article 4.1. NO DISTRIBUTION TO MEMBERS The income and property of the Association shall be applied solely towards the promotion of its objects as set out at Article 4.1 and no part of such property and income may be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to members of the Association. Nothing in this Article 6 prevents any payment in good faith by the Association:- of reasonable remuneration to any member who is an officer or employee of the Association or who otherwise provides any services to the Association; of interest on money lent by any member of the Association at a reasonable and proper rate per annum not exceeding 2 per cent less than the published base lending rate of a clearing bank to be selected by the directors; of reasonable rent for premises demised or let by any member of the Association; of fees, remuneration or other benefit in money or money's worth to any Association of which a member may also be a member holding not more than 1% of the issued share capital of that Association; to any director (or alternate director) of expenses under Model Article 20 (as modified by Article 12.2 hereof); or of any premium in respect of any such insurance as is permitted by Model Article 39. If upon the winding-up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association generally, but shall be given or transferred to: a body or bodies having objects similar to the objects of the Association and which shall prohibit the distribution of its or their income and property to an extent at least as great as is imposed on the Association by virtue of this Article 6; if and so far as effect cannot be given to the provisions of paragraph (a), then to a body or bodies the objects of which are the promotion of charity and anything incidental or conducive thereto; such body or bodies to be determined by the members of the Association at or before the time of dissolution (whether or not a recipient body is a member of the Association). management committee appointment & rotation Unless otherwise determined by the Association in general meeting, the number of directors sitting on the Committee shall not be less than three nor more than six. (a) At every annual general meeting of the Association all of the directors shall retire from office. The period from the date of an annual general meeting at which a director is appointed or reappointed (as the case may be) to the next annual general meeting at which he is due to retire by rotation shall be known as a term of office. If the Association, at the meeting at which a director retires by rotation, does not fill the vacancy the retiring director shall, if willing to act, be deemed to have been reappointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for his reappointment is put to the meeting and lost. No person other than a director retiring by rotation shall be appointed or reappointed as a director at any general meeting unless:- he is recommended by the Committee; or not less than 14 nor more than 28 clear days before the date appointed for the meeting, notice executed by a member qualified to vote at the meeting has been given to the Association of the intention to propose that person for appointment or reappointment stating the particulars which would, if he were so appointed or reappointed, be required to be included in the Association's register of directors together with notice executed by that person of his willingness to be appointed or reappointed. Not less than 7 nor more than 21 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 a director retiring by rotation at the meeting) who is recommended by the Committee for appointment or reappointment as a director at the meeting or in respect of whom notice has been duly given to the Association of the intention to propose him at the meeting for appointment or reappointment as a director. The notice shall give the particulars of that person which would, if he were so appointed or reappointed be required to be included in the Association's register of directors. Subject as aforesaid, the members may by ordinary resolution appoint a person who is willing to act to be a director. The Committee may appoint a person who is willing to act to be a director to fill a vacancy. A director so appointed shall hold office only until the next following annual general meeting and shall not be taken into account in determining the directors who are to retire by rotation at the meeting. If not reappointed at such annual general meeting, he shall vacate office at the conclusion thereof. Subject as aforesaid, a director who retires at an annual general meeting may, if willing to act, be reappointed. If he is not reappointed, he shall retain office until the meeting appoints someone in his place, or if it does not do so, until the end of the meeting. PROCEEDINGS OF DIRECTORS Unless otherwise determined by a resolution of the members in general meeting, the quorum for a meeting of the Committee shall be three. Subject to Article 8.3, notwithstanding the fact that a proposed decision of the Committee concerns or relates to any matter in which a director has, or may have, directly or indirectly, any kind of interest whatsoever, that director may participate in the decision-making process for both quorum and voting purposes. If the Committee proposes to exercise its power under section 175(4)(b) of the Companies Act 2006 to authorise a director's conflict of interest, the director facing the conflict is not to be counted as participating in the decision to authorise the conflict for quorum or voting purposes. Subject to the provisions of the Companies Act 2006, and provided that (if required to do so by the said Act) he has declared to the Committee the nature and extent of any direct or indirect interest of his, a director, notwithstanding his office:- may be a party to or otherwise interested in, any transaction or arrangement with the Association or in which the Association is otherwise interested; may be a director or other officer or an employee of, or a party to any transaction or arrangement with, or otherwise interested in, any subsidiary of the Association or body corporate in which the Association is interested; and is not accountable to the Association 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. UNANIMOUS DECISIONS Model Article 8(2) is amended by the deletion of the words "copies of which have been signed by each eligible director" and the substitution of the following "where each eligible director has signed one or more copies of it" in its place. Model Article 8(2) shall be read accordingly. TERMINATION OF DIRECTOR'S APPOINTMENT In addition to the events terminating a director's appointment set out in Model Articles 18(a) to (c) inclusive and (f), a person ceases to be a director as soon as:- that person is, or may be suffering from mental disorder and either:- 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 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 that person has for more than six consecutive months been absent without permission of the directors from meetings of directors held during that period and the directors make a decision to vacate that person's office. SECRETARY The Committee may appoint a secretary to the Association for such period, for such remuneration and upon such conditions as it thinks fit; and any secretary so appointed by the Committee may be removed by it. ALTERNATE DIRECTORS (a) Any director (the "appointor") may appoint as an alternate any other director, or any other person approved by a decision of the Committee, to:- exercise that director's powers; and carry out that director's responsibilities, in relation to the taking of decisions by the Committee in the absence of the alternate's appointor. Any appointment or removal of an alternate must be effected by notice in writing to the Association signed by the appointor, or in any other manner approved by the Committee. The notice must:- identify the proposed alternate; and 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. (a) An alternate director has the same rights to participate in any meeting of the Committee or decision of the directors reached in accordance with Model Article 8, as the alternate's appointor. Except as these Articles specify otherwise, alternate directors:- are deemed for all purposes to be directors; are liable for their own acts or omissions; are subject to the same restrictions as their appointors; and are not deemed to be agents of or for their appointors. A person who is an alternate director but not a director:- 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 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 director for such purposes. An alternate director is not entitled to receive any remuneration from the Association for serving as an alternate director except such part of the remuneration payable to that alternate's appointor as the appointor may direct by notice in writing made to the Association. Model Article 20 is modified by the deletion of each of the references to "directors" and the replacement of each such reference with "directors and/or any alternate directors". An alternate director's appointment as an alternate terminates:- when his appointor revokes the appointment by notice to the Association in writing specifying when it is to terminate; 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 director; on the death of his appointor; or when his appointor's appointment as a director terminates. membership of the association & election Membership shall be open to corporate manufacturers and distributors of any one or more of the small electrical appliances (as hereinafter defined) trading in the United Kingdom. Small electrical appliances shall mean:- Kitchen/GeneralAutomatic ToastersMixersCoffee PercolatorsBlendersFilter Coffee MakersFood ProcessorsKettlesMincersTea MakersSlicersSlow CookersJuice ExtractorsDeep Fat FryersFondue MakersSandwich ToastersIce Cream MakersCan OpenersPancake MakersMulti-purpose CookersWaffle MakersGrillsBag SealersCarving KnivesDry, Steam/Spray IronsCoffee Grinders/MillsFansHeat TraysHumidifiersYoghurt MakersEgg Boilersand other appliances as may be included from time to time by the Committee. Blankets/Personal CareElectric Over-BlanketsElectric Under-BlanketsMedical Heating PadsHair Dryers Pistol GripHair Dryers StylersHair Dryers HoodCurling TongsCurling BrushesHeated Hair RollersMens ShaversLadies ShaversWax Warming UnitsToothbrushes mainsToothbrushes batteryToothbrushes rechargeableOral Hygiene CentresFacial SaunasFacial MassagersManicure UnitsHealth Lampsand other appliances as may be included from time to time by the Committee. Every application for admission to membership of the Association shall be in writing signed by some person authorised on behalf of the applicant and shall be delivered at the Office. In addition each application shall be proposed and seconded by two members for the time being of the Association. Every application shall be considered by the directors of the Association at the next meeting of the Committee and the applicant shall be admitted to membership if a majority of the directors vote in favour. entrance fee & subscriptions The entrance fee payable by all applicants accepted into membership of the Association shall be determined from time to time by the Committee. The annual subscription (which shall be determined from time to time by the Committee) is payable at the beginning of the Associations financial year, but any member whose application is accepted after the beginning of the Associations financial year shall pay such reduced subscription as determined by the Committee. TERMINATION OF MEMBERSHIP A member shall forthwith cease to be a member of the Association upon the happening of any of the following events, that is to say: If the member is wound up or dissolved or has a Receiver appointed over its assets; (i) Subject to sub-clause (ii) below if the member gives not less than six months notice in writing under the hand of some person authorised by it on its behalf left at the office and expiring on the last day of the Associations financial year. If the notice expires after the end of the Associations financial year then the resigning member shall be liable to the Association for the full subscription for the following year unless, at the option of the Committee, the Association agrees to forego such subscription which may have become payable, in which case if the notice expires after the end of the period covered by the periodic subscription from time to time payable, then the resigning member shall pay in respect of the time between the end of such period and expiry of such notice a proportionate part of the subscription calculated at the rate in force at the date the notice was given. If the Association by special resolution passed at a general meeting resolves that the members membership be determined, provided that: prior to the general meeting the member shall have been given the opportunity to circulate written representations to all the members; and at which meeting he or his representative shall be given the opportunity to speak on his behalf. If any subscription from that member shall be in arrears for more than one month and the Committee have resolved to terminate his membership. Such cessation from membership shall not absolve the offending member from his liability to the Association for payment of the subscription or part of the subscription which is outstanding. The Committee may re-admit to membership any member removed for non-payment of subscription upon such terms and conditions as the Committee may in its discretion deem appropriate. WRITTEN RESOLUTION OF MEMBERS (a) Subject to Article 13.1(b), a written resolution of members passed in accordance with Part 13 of the Companies Act 2006 is as valid and effectual as a resolution passed at a general meeting of the Association. The following may not be passed as a written resolution and may only be passed at a general meeting:- a resolution under section 168 of the Companies Act 2006 for the removal of a director before the expiration of his period of office; and a resolution under section 510 of the Companies Act 2006 for the removal of an auditor before the expiration of his period of office. On a written resolution every member has one vote. ANNUAL GENERAL MEETING The Association shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of the Association and that of the next. The annual general meeting shall be held at such time and place as the directors shall determine. NOTICE OF GENERAL MEETINGS (a) General meetings shall be called by at least fourteen clear days' notice but a general meeting may be called by shorter notice if it is so agreed: in the case of an annual general meeting, by all the members entitled to attend and vote thereat; and 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 holding not less than ninety per cent, in nominal value of the shares giving that right. Every notice convening a general meeting of the Association must comply with the provisions of:- section 311 of the Companies Act 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 section 325(1) of the Companies Act 2006 as to the giving of information to members regarding their right to appoint proxies. 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 directors and to the auditors (if any) for the time being of the Association. QUORUM AT GENERAL MEETINGS (a) One quarter of the members of the Association for the time being, all of whom shall be entitled to vote on the business to be transacted and is present at a general meeting in person or by proxy or, in the event that any member present is a corporation, by corporate representative, shall be a quorum. 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.". VOTING AT GENERAL MEETINGS On a vote on a resolution at a general meeting on a show of hands or on a poll, every member present in person, by proxy or (being a corporation) by corporate representative has one vote. Polls must be taken at the general meeting at which they are demanded and in such manner as the chairman directs. In the case of an equality of votes on a resolution passed by the Association in general meeting, whether on a show of hands or on a poll, the Chairman, if he is a member of the Association, shall have one additional vote. DELIVERY OF PROXY VOTES Model Article 31(1) is modified, such that a "proxy notice" (as defined in Model Article 31(1)) and any authentication of it demanded by the directors must be received at an address specified by the Association in the proxy notice not less than 48 hours before the time for holding the meeting or adjourned meeting at which the proxy appointed pursuant to the proxy notice proposes to vote; and any proxy notice received at such address less than 48 hours before the time for holding the meeting or adjourned meeting shall be invalid. COMMUNICATIONS Subject to the provisions of the Companies Act 2006, a document or information may be sent or supplied by the Association to a person by being made available on a website. A member whose registered address is not within the United Kingdom and who gives to the Association an address within the United Kingdom at which notices may be sent to him or an address to which notices may be sent by electronic means is entitled to have notices sent to him at that address, but otherwise no such member is entitled to receive any notices from the Association. (a) If the Association sends or supplies notices or other documents by first class post and the Association proves that such notices or other documents were properly addressed, prepaid and posted, the intended recipient is deemed to have received such notices or other documents 48 hours after posting. If the Association sends or supplies notices or other documents by electronic means and the Association proves that such notices or other documents were properly addressed, the intended recipient is deemed to have received such notices or other documents 24 hours after they were sent or supplied. If the Association sends or supplies notices or other documents by means of a website, the intended recipient is deemed to have received such notices or other documents when such notices or other documents first appeared on the website or, if later, when the intended recipient first received notice of the fact that such notices or other documents were available on the website. For the purposes of this Article 22.3, no account shall be taken of any part of a day that is not a working day. ASSOCIATION SEALS Model Article 35(1) is modified, such that any common seal of the Association may be used by the authority of the Committee or any sub-committee of the Committee. Model Article 35(3) is modified by the deletion of all words which follow the "," after the word "document" and their replacement with "the document must also be signed by:- one authorised person in the presence of a witness who attests the signature; or two authorised persons". accounts and audit The Committee shall cause accounting records to be kept in accordance with the requirements of the Companies Act 2006. The accounting records shall be kept at the registered office or, subject to the provisions of the Companies Act 2006, at such other place or places as the Committee shall think fit, and shall always be open to the inspection of the officers of the Association. The Committee shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Association or any of them shall be open to inspection of members not being officers of the Association, and no member (not being an officer) shall have any right of inspecting any account or book or document of the Association except as conferred by statute or authorised by the Committee or by the Association in general meeting. At the annual general meeting in each year the Committee shall lay before the Association a proper income and expenditure account for the period since the last preceding account made up to a date not more than four months before such meeting, together with a proper balance sheet made up as at the same date. Every such balance sheet shall be accompanied by proper reports of the Committee and the Auditors, and copies of such account, balance sheet and reports (all of which shall be framed in accordance with any statutory requirements for 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 fourteen clear days before the date of the meeting, subject to the provisions of the Companies Act 2006, be sent to the Auditors and to all other persons entitled to receive notices of general meetings in the manner in which notices are hereinafter directed to be served. The Auditors report shall be open to inspection and be read before the meeting. Once at least in every year the accounts of the Association shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified Auditor or Auditors. Auditors shall be appointed and their duties regulated in accordance with the provisions of the Companies Act 2006. indemnity Subject to Article 25.2, a relevant director of the Association or an associated Association may be indemnified out of the Associations assets against: any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the Association or an associated company; any liability incurred by that director in connection with the activities of the Association or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006); any other liability incurred by that director as an officer of the Association or an associated company. This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law. In this Article: companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and a "relevant director" means any director or former director of the Association or an associated company. insurance The Committee may decide to purchase and maintain insurance, at the expense of the Association, for the benefit of any relevant director in respect of any relevant loss. In this Article: a "relevant director" means any director or former director of the Association or an associated company; a "relevant loss" means any loss or liability which has been or may be incurred by a relevant director in connection with that directors duties or powers in relation to the Association, any associated company or any pension fund or employees share scheme of the Association or associated company; and companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate. RULES (a) The Committee may make such rules as it considers necessary or convenient for the proper conduct and management of the Association and for the purposes of prescribing the classes of and conditions of membership. In particular, and without prejudice to the generality of the foregoing, the Committee may make rules regulating:- the admission and classification of members of the Association, and the rights and privileges of such members, the conditions of membership and the terms on which members may resign or have their membership terminated and the entrance fees, subscriptions and other fees or payments to be made by members; the conduct of members of the Association in relation to one another, and to the Association's officers and employees; the setting aside of the whole or any part or parts of the Association's premises at any particular time or times or for any particular purpose or purposes; the procedure at general meetings and meetings of the Committee and sub-committees of the Association (in so far as such procedure is not governed by these Articles); and any and all other matters as are commonly the subject matter of Association rules. The Committee must adopt such means as it considers sufficient to bring to the notice of members of the Association all rules made under this Article. Any rules made by the Committee under this Article will be valid and binding as against all members of the Association for so long as such rules are in force. The Association in general meeting may alter or repeal any rules made by the Committee in accordance with this Article. Nothing in this Article permits the Committee of the Association to make any rules which are inconsistent with or affect or repeal anything in these Articles or in any resolution passed by members of the Association or agreement to which Chapter 3 of Part 3 of the Companies Act 2006 applies.     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