Council for Aluminium in Building

Memorandum & Articles of Association

COUNCIL FOR ALUMINIUM IN BUILDING

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM AND ARTICLES OF ASSOCIATION

THE COMPANIES ACTS 1985 AND 1989

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

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MEMORANDUM OF ASSOCIATION OF COUNCIL FOR ALUMINIUM IN BUILDING

  1. The name of the company (hereinafter called the “Council”) is Council for Aluminium in Building.
  2. The registered office of the Council is to be situated in England and Wales.
  3. The objects for which the Council is established are:-
  1. To represent, as an official liaison and advisory body, the interests of the “industry” which shall mean the manufacturing and supply of aluminium fenestration products components and allied products for use in the Architectural and Construction Industries and any constituent part or parts thereof.

b.   To provide, by consultation and discussion, a means of the exchange of views between those engaged within the industry on matters of general policy and markets and to negotiate, promote and co-ordinate such policies for or affecting those engaged within the industry.

c.  To consider all questions affecting the industry and to represent and act for the industry and to maintain close liaison with and to make representations both in the United Kingdom and overseas to Government Departments, Public Authorities, Suppliers, Technical Standards Institutes, Certifying Authorities, The European Commission or any other body affecting specification, materials standards and any rules and regulations which affect or may affect any members or associate members of the Council in connection with all matters arising with the Government Departments, Public Bodies and any other associated Bodies.

d.   To further the interests of the Members both nationally and internationally and to foster the home and export trade of the Industry.

e.   To encourage the raising of the technical levels of the industry and the improvement of the quality of

      products and services rendered.

  • To consider and take appropriate action in the interest of members and associate members on any matters including investigations of overseas markets, disseminating provisions of overseas legislation affecting trade, customs requirements and licences and the development of overseas markets, sending delegations to government authorities and other relevant bodies, participating in international trade fairs, providing promotional literature, promoting technical seminars or engaging in any other matters to further the commercial interests of members and associate members of the Council.
  • To co-operate as a Council with any other interested body or bodies having similar objects and interests.

h.   To purchase, take on lease or in exchange, hire or otherwise acquire real or personal property and rights or privileges, and to construct, maintain and alter buildings.

i.    To sell, let, mortgage or dispose of or turn to account all or any of the property or assets of the Council.

  • To undertake and execute any charitable trusts which may be lawfully undertaken by the Council.
  • To borrow or raise money on such terms and on security as may be thought fit.
  • To invest the monies of the Council not immediately required for its purposes in or upon such investments, security or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being imposed or required by law and subject also as hereinafter provided.
  • To establish and support or aid in the establishment and support of any charitable associations or institutions and to subscribe or guarantee money for charitable purposes.
  • To do all such other things as are incidental to the attainment or furtherance of the said objects or any of them.

PROVIDED THAT

i.    In case the Council shall take or hold any property which may be subject to any trusts, the Council shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.

ii.   The Council’s objects shall not extend to the regulation of the relations between workers and employers and organisations of workers and organisations of employers.

iii.  In case the Council shall take or  hold any property subject to the jurisdiction of the Charity Commissioners of England and Wales, the Council shall not sell, mortgage, charge or lease the same without such authority, approval or consent as may be required by law, and as regards any such property the Executive Council or Governing body of the Council shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects and defaults, and for the due administration of such property in the same manner and to the same extent as they would as such Executive Council.

4.     The income and the property of the Council shall be applied solely towards the promotion of its objects as set

forth in this Memorandum of Association and no dividends shall be paid to any member. True accounts shall     be kept of the sums of money received and expended by the Council, and, the matters in respect of which such receipt and expenditure take place, and of the property, credits and liabilities of the Council and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Council for the time being, shall be open to the inspection of the members. At least once in every year the accounts of the Council shall be examined, and the correctness of the balance sheet ascertained by one or more properly qualified auditor or auditors.

5.     The liability of the members is limited.

6.     Every Member of the Council undertakes to contribute such amounts as may be required (not exceeding £10) to the assets of the Council if it should be wound up while he is a member.

7.     On the winding up, or dissolution of the Council, if there is any property of the company remaining after all

the Council’s debts have been paid or satisfied, it must not be paid or transferred to any or all of the members of the Council instead it must be paid or transferred to one or more companies, organisations or institutions that exist for purposes similar, to the objects, of the council each of which should have restrictions in its constitution or governing instrument on the distributions of profits and surpluses that are at least as restrictive as those in this Memorandum of Association. The companies, organisations or institutions will be nominated by the Executive Council and approved by members of the Council at or before the winding up or dissolution.  If the Executive Council is unable to identify similar companies, organisations or institutions then the surplus may be paid or transferred to any charity or charities.

THE COMPANIES ACT 1985 AND 1989

COMPANY LIMITED BY GUARANTEE

AND NOT HAVING A SHARE CAPITAL

ARITCLES OF ASSOCIATION OF

COUNCIL FOR ALUMINIUM IN BUILDING

GENERAL

1.     In these presents the words standing in the first column of the table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context –

WORDS                            MEANINGS

   The Act                             The companies act 1985 and every statutory modification and re-enactment      thereof for time being in force.

        These Articles                     These Articles of Association, and the regulations of Association from time to time in force.

        The Council                       The above named Council.

        The Executive Council        The board of Directors for the time being of the Council.

        The Office                          The registered office of the Council.

        The Seal                            The common seal of the Council.

        The United Kingdom            Great Britain and Northern Ireland.

        Month                               Calendar Month.

        In writing                          Written, printed or lithographed, or partly one and partly another and other modes representing or producing words in a visible form.

        Clear days                         In relation to a period of notice means that period excludes the day when the notice is given or on which it is to take effect.

And words importing the singular number only 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 corporations.

Subject as foresaid, any words or expressions defined in the Act shall, if not inconsistent with the subject or

context, bear the same meanings in the Articles.

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

3.     The subscribers to the Memorandum of Association and such other persons as the Council shall admit to

           Membership in accordance with the Articles shall be members of the Council. No person shall be admitted as a member of the Council unless he is approved by the Executive Council. Every person who wishes to be a member shall deliver to the Council an application for membership in such form as the Council require executed by him.

4.     A member may resign on giving six months notice in writing expiring on the 31st December in any year and on paying with such notice any subscription due from such member. Upon receipt of such notice the Council shall be entitled to terminate the membership of the resigning member.

5.     The following shall be eligible to apply for membership of the Council as full or as Associate Members.

  1. Full members of any Company, Firm or Partnership who:
  2. design, manufacture or assemble and market aluminum, fenestration products, auxiliary components and allied products for use in the architectural and construction industries.
  3. are principally engaged as distributor or dealer in the supply of aluminum fenestration products, auxiliary components and allied products for use in the architectural and construction industries.

        b.   Associate members are companies, firms, partnerships or individuals having common interests with the        Council.

c.   Full and associate members shall nominate persons as their authorised representatives and shall be entitled to nominate an alternative representative.

6.     Membership of Council shall cease:

  1. if the member being a firm or partnership is dissolved without immediately being reconstituted but so that the death or retirement of individual partners where the firm is continued by the remaining partners shall not for this purpose be deemed to be a dissolution of the firm.
  2. if and when the member’s subscription be in arrears for three months, but the Executive Council shall have power to reinstate such member on such terms as to payment of arrears and otherwise as the Executive Council thinks fit.
  3. if at a meeting of the Executive Council of which the member shall have been given 21 clear days’ notice in writing and at which the member shall have been given an opportunity of being heard, the Executive Council shall pass a resolution that it is not desirable in the interests of the Council that such member should remain a member.
  4. if a member ceases to be qualified as a member or on being required by the Executive Council refuses or neglects for 30 days after such requisition to afford the Council evidence satisfactory to the Executive Council that such member is so qualified.

GENERAL MEETINGS:

7.    The Council 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 Executive 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 15 months after the holding of the last preceding Annual General Meeting, and that so long as the Council holds its first Annual General Meeting within eighteen months after its incorporation it need not hold it in the year of its incorporation.

8.     All General Meetings, other than Annual General Meetings, shall be deemed to be Extraordinary

        General Meetings.

9.     Any three members of the Council may whenever they think fit convene an Extraordinary General Meeting

and Extraordinary General Meetings shall also be convened on such requisition, or in default may be convened by such requisitions, as provided by section 368 of the Act.  In addition Extraordinary General Meetings shall be required to approve the borrowing or raising of money.

10.   Twenty-one clear days’ notice in writing at the least of every Annual General Meeting and of every meeting

        convened to pass a Special Resolution, and fourteen clear days’ notice in writing at the least of every other

       General Meeting, specifying the place, the day and the hour of the meeting, and in the case of special business the general nature of that business, shall be given in manner hereinafter mentioned to such persons (including the auditors) as are under these Articles or under the Act entitled to receive such notices from the Association, but with the consent of all members having the right to attend and vote thereat, or of such proportion of them as is prescribed by the Act in the case of meetings other than Annual General Meetings, a meeting may be convened by such notices as those members think fit.

11.   The accidental omission to give notice of a meeting to, or the non-receipt of notice by, any person entitled to

        receive notice thereof shall not invalidate any resolution passed, or proceeding, at any meeting.

PROCEEDINGS AT GENERAL MEETINGS:

12.   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 Executive Council and of the Auditors, the election of members of the Executive Council in the place of those retiring, the setting of joining and subscription fees and the appointment of, and the fixing of the remuneration of, the Auditors.

13.   No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided ten members personally present shall be quorum.

14.   If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved, in any other case it shall stand adjourned to such time and place as the Executive Council may determine.

15.   The Chairman (if any) of the Executive 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 same, or shall be unwilling to preside, the members present shall chose some member of the Executive Council, or if no such member be present, or if all the members of the Executive Council be present decline to take the chair, they shall choose some member of the Council which shall be present to preside.

16.   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 business which might have been transacted at the meeting from which the adjournment took place.  Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as of an original meeting.  Save as a foresaid, the members shall be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting.

17.   At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is, before or upon the declaration of the result of the show of hands, 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 presenting one-tenth of the total voting rights of all members having the right to vote at the meeting, and unless a poll be so demanded a declaration by the Chairman of the meeting that a resolution has been carried or carried unanimously or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minute book of the Council 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.  The demand for a poll may be withdrawn.

18.   Subject to the provisions of Article 21, if a poll be demanded in a manner aforesaid, it shall be taken at such time and place, and in such manner, as the Chairman of the meeting shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which time the poll was demanded.

19.   No poll shall be demanded on the election of a Chairman of a meeting, or on any question of adjournment.

20.   In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall be entitled to a second casting vote.

21.   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.

22.   Subject to the provisions of the Act a resolution in writing signed by all the members for the time being entitled to receive notice of an attend and vote at General Meetings (or being corporations or partnerships by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a General Meeting of the Council duly convened and held.

VOTES OF MEMBERS

23.   Subject as hereinafter provided, every member shall have one vote, save Associate members who shall have no vote.

24.   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 Council in respect of his membership, shall be entitled to vote on any question either personally or by proxy, or as proxy for another member, at any General Meeting.

25.   No objection shall be raised to the disqualification 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.

26.   Votes may be given on a poll either personally or by proxy.

27.   The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if such appointer is a corporation under its common seal, if any, and, if none, then under the hand of some officer duly authorised in that behalf.

28.   The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a certified or office copy thereof shall be deposited at the office not less that forty-eight 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 appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.

29.   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.

30.   Any instrument appointing a proxy shall be in the following form or as near thereto as circumstances will admit:

“I

“of

“a member of

“hereby appoint

“of

“and failing him

“of

“as my proxy to vote for me on my behalf

“at the (Annual Extraordinary)

“General meeting of the

“Council to be held on

“20      , and at any adjournment thereof.

“Signed on                                                                                                              20       ”

The instrument appointing the proxy shall be deemed to confer authority to demand or join in demanding a poll.

EXECUTIVE COUNCIL:

31.   Until otherwise determined by a General Meeting, the number of the members of the Executive Council shall be a minimum of 5 and a maximum of 10 all of whom should be full members, provided however that by a two thirds, majority of the members attending a General Meeting, a single person not being a body corporate and not being a member of the Council may be elected as an additional member of the Executive Council.  Any such nomination shall be published to the Members 21 days prior to a General Meeting.

32.    The first members of the Executive Council shall be named in the statement delivered to the Registrar of Companies pursuant to section 10 of the Act.

33.    The Executive Council may from time to time and at any time appoint any member of the Council a member of the Executive Council, either to fill a casual vacancy or by way of addition to the Executive Council. Any members so appointed shall retain his office only until the next Annual General meeting, but he shall then be eligible for re-election.

34.    No person who is not a member of the Council shall in any circumstances be eligible to hold office as a member of the Executive Council.

POWERS OF THE EXECUTIVE COUNCIL

35.   The business of the Council shall be managed by the Executive Council who shall hold at least four meetings every year and who may pay all such expenses of, and preliminary and incidental to, the promotion, formation, establishment and registration of the Council as they think fit, and may exercise all such powers of the Council, and do on behalf of the Council all such acts as may be expressed and done by the Council and as are not by the Act or by the Articles required to be exercised or done by the Council in General Meeting, and shall include powers to;

  • Approve the election of members.
  • Apply for, or oppose the application by others, for concessions, rights, charters and legislative acts and authorisations from any government or authority.
  • Enter into such contracts and do all such other things as may be necessary for carrying on the business of the Council.
  • Recommend the election of a President of the Council, two vice presidents and such honorary offices as the Executive Council may from time to time deem it necessary or expedient to recommend and appoint a Chairman and two Deputy Chairman.
  • Appoint such other officers and servants to carry on the business of the Council or the Executive Council or of any committee appointed by the Council as the Executive Council may from time to time think fit and to fix their terms of service and to remove or suspend them.
  • Appoint members of the Council or others to represent the Council on other bodies.
  • Appoint advisors to assist the Executive Council in their deliberations and it thought fit to remunerate such advisors and their companies.
  • Invest the funds of the Council not required for the immediate purpose of the Council as the Executive Council may think fit, on deposit with the Council bankers or in such stocks, funds or securities as may form time to time be authorised by Statute for the investment of trust funds and from time to time to vary such investments in their absolute discretion.
  • Have the custody of the Council’s Seal.
  • Borrow or raise money for the purpose of the Council either with or without security within the limits fixed by the members in General Meeting.

But subject nevertheless to any regulations of the Articles, to the provisions of the Act and to such regulation, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Council in General Meeting, but no regulation made by the Council in General Meeting shall invalidate any prior act of the Executive Council.

36.   The members for the time being of the Executive Council may act, notwithstanding any vacancy in their body, provided always that in case the members of the Executive Council shall at any time be or be reduced in number to less than five prescribed by or in accordance with the Articles, it shall be lawful for them to act as the Executive Council for the purpose of filling up vacancies in their body, or of summoning a General Meeting but not for any other purpose.

SECRETARY

37.    Subject to the provisions of the Act the Secretary shall be appointed by the Executive Council for such time at such remuneration and upon such conditions as they may think fit, and any Secretary so appointed may be removed by them. The provisions of section 283 and 284 of the Act shall apply and be observed. The Executive Council may from time to time by resolution appoint an assistant or deputy Secretary, and any person so appointed may act in place of the Secretary if there be no Secretary or no Secretary capable of acting.

THE SEAL

38.   The Seal of the Council shall not be affixed to any instrument except by the authority of a resolution of the Executive Council, and in the presence of a resolution of the Executive Council, and of the Secretary, and the said members and Secretary shall sign every instrument to which the seal shall be affixed in their presence, and in favour of any purchaser or person bona fide dealing with the Council such signatures shall be conclusive evidence of the fact that the seal has been properly affixed.  

DISQUALIFICATION OF MEMBERS OF THE EXECUTIVE COUNCIL

39.    The office of a member of the Executive Council shall be vacated:

a. if he becomes bankrupt or makes any arrangement or compositions with his creditors generally.

b.  if he becomes of unsound mind.

c.  if he ceases to be a member of the Council.

d. if by notice in writing to the Council he resigns his office.

e. if the 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.

ROTATION OF MEMBERS OF THE EXECUTIVE COUNCIL

40.    At the first Annual General Meeting and at the Annual General Meeting to be held in every subsequent year, one half of the members of the Executive Council for the time being or if their number is not divisible by two then the number lesser than one half shall retire from office provided that the members not offering themselves for re-election together with members reelected should at all times be the number of the members of the Executive Council as set out in Article 31 herewith.

41.   The members of the Executive Council to retire shall be those who have been longest in office since their last election or appointment. As between members of equal seniority, the members to retire shall in the absence of agreement be selected from among them by lot. The length of time a member has been in office shall be computed from his last election or appointment. A retiring member of the Executive Council shall be eligible for re-election.

42.   The Council may, at the meeting at which a member of the Executive Council retires in manner aforesaid, fill up the vacated office by electing a person thereto, and in default the retiring member shall, if offering himself for re-election, be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office, or unless a resolution for the re-election of such member shall have been put to the meeting and lost.

43.   No person not being a member of the Executive Council retiring at the meeting shall, unless recommended by the Executive Council for election, be eligible for election to membership of the Executive Council at any General Meeting, unless within the prescribed time before the day appointed for the meeting there shall have been given to the Secretary notice in writing, by some member duly qualified to be present and vote at the meeting for which such notice is given, of his intention to propose such person for election, and also notice in writing, signed by the person to be proposed, of his willingness to be elected. The prescribed time above mentioned shall be such that between the date when the notice is served, or deemed to be served, and the day appointed for the meeting there shall be not less than twenty eight days.

44.    The Council may from time to time in General Meeting increase or reduce the number of members of the Executive Council, and determine in what rotation such increased or reduced number shall go out of office, and may make the appointments necessary for effecting any such increase.

45.    In addition and without prejudice to the provisions of section 303 of the Act, the Council may by Extraordinary Resolution remove any member of the Executive 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 EXECUTIVE COUNCIL

46.   The Executive Council may meet together for the dispatch of business adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business.  Unless otherwise determined, three shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes.  In case of an equality of votes the Chairman shall have a second or casting vote.

47.    A member of the Executive Council may, and on the request of a member of the Executive Council the secretary shall, at any time summon a meeting of the Executive Council by the notice served upon the several members of the Council.

48.   The Executive Council shall from time to time elect a Chairman who shall be entitled to preside at all meetings of the Executive Council at which he shall be present, and may determine for what period he is to hold office, but if no such Chairman be elected, or if at any meeting the Chairman be not present within five minutes after the time appointed for holding the meeting a deputy Chairman shall preside and if one or both deputy of the Deputy Chairmen shall not be present, or shall  not be present or should be unwilling to reside the members of the Executive Council present shall choose one of their number to be Chairman of the meeting.

49.   A meeting of the Executive 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 Council for the time being vested in the Executive Council generally.

50.   The Executive Council may delegate any of their powers to committees consisting of such member or members of the Executive Council as they think fit, and any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Executive Council.  The meetings and proceedings of any such committee shall be governed by the provisions of the Articles for regulating the meetings and proceedings of the Executive Council so far as applicable and so far as the same shall be superseded by any regulations made by the Executive Council.

51.   All acts bona fide done by any meetings of the Executive Council or of any committee of the Executive Council, or by any person acting as a member of the Executive Council, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or discontinuance in office of any such member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every person has been duly appointed or had duly continued in office and was qualified to be a member of the Executive Council.

52.   The Executive Council shall cause proper minutes to be made of all appointments of officers made by the Executive Council and of the proceedings of all meeting of the Council and of the Executive Council, and of committees of the Executive Council, and all business transacted at such meetings, and any such minutes of any meeting, if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting, shall be sufficient evidence without further proof of the facts therein stated.

53.   A resolution in writing by all members for the time being of the Executive Council or of any committee of the Executive Council who are entitled to receive notice of a meeting of the Executive Council or of such committee shall be as valid and effectual as if it had been passed at a meeting of the Executive Council or of such committee duly convened and constituted.

ACCOUNTS

54.   The Executive Council shall cause accounting records to be kept in accordance with the requirements of the Act.

55.   The accounting records shall be kept at the office or, subject to the provisions of the Act, at such other place or places as the Executive Council shall think fit, and shall always be open to the inspection of the officers of the Council.

56.   The Executive Council shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounting records of the Council or any of them shall be open to the inspection of member not being officers of the Council, and no member (not being an officer) shall have any right of inspecting any accounting records or other book or document of the Council except as conferred by statute or authorised by the Executive Council or by the Council in General Meeting.

57.   At the Annual General Meeting in every year the Executive Council shall in accordance with the provisions of the Act lay before the Council an income and expenditure account for the period since the last preceding accounting reference date or (in the case of the first account) since the incorporation of the Council together with a property balance sheet made up as at the same date.  Every such balance sheet shall be accompanied by proper reports of the Executive Council 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 the time being in force) and of any other documents required by law to be annexed or attached thereto or to accompany the same shall not less than twenty-one clear days before the date of the meeting at which they are to be laid be delivered or be sent by post to the Auditors and to all other persons entitled to receive notices of General Meetings in accordance with Section 240 of the Act in the manner in which notices hereinafter directed to be served.  The Auditors’ report shall be open to inspection and be read before the meeting as required by Section 241 (2) of the Act.

AUDIT

58.    In accordance with the provisions of the Act once at least in every year the accounts of the Council 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.

59.   Auditors shall be appointed and their duties regulated in accordance with the provision of the Act, the members of the Executive Council being treated for all purposes as the Directors mentioned in those provisions.

NOTICES

60.   A notice may be served by the Council 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.

61.   Any member described in the register of members by an address not within the United Kingdom, who shall from time to time give the Association an address within the United Kingdom at which notices may be served upon him, shall be entitled to have notices served upon him at such address, but, save as aforesaid and as provided by the Act, only those members who are described in the register of members by an address within the United Kingdom shall be entitled to receive notices from the Council.

62.   Any notice, if served by post, shall be deemed to have been 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 properly addressed and put into the post office as a prepaid first class letter.