AOOSIS Limited
A Company Limited by Guarantee Not Having a Share Capital
Interpretation
In these Articles:
‘Chairman’ means the chairman of the Board of Directors, chosen in accordance with these Articles.
‘clear days’ means, in relation to the period of notice for meetings, that period specified, excluding the day on which the notice was given and the day on which the meeting is to take place.
‘Companies Acts’ means all statutes (including orders, regulations and other subordinate legislation) from time to time in force that affect companies in so far as they apply to AOOSIS.
‘Director’ means a person appointed to be a director of AOOSIS in accordance with these Articles.
‘The Board of Directors’ means the board of directors of AOOSIS constituted in accordance with these Articles.
‘Executive Director’ means a person who is a Director and who is also retained by AOOSIS to oversee and be responsible for the administration, operations and management of AOOSIS and is recorded as such in the register of Directors.
‘Non-executive Director’ means a person who is a Director of AOOSIS, but who is not directly involved in the administration, operations and management of AOOSIS and is recorded as such in the register of Directors.
‘Member’ means a person accepted as a member of AOOSIS in accordance with these Articles.
‘President’ means the President of AOOSIS, chose in accordance with these Articles.
‘Registered Address(es)’ means: in respect of AOOSIS, its current business address and/or email or other address for the purpose of electronic communication from time to time notified to the members and Directors of AOOSIS; in respect of member or a Director of AOOSIS, his current residential, professional or business address and/or email or other address for the purpose of electronic communication from time to time notified to AOOSIS.
‘United Kingdom’ means Great Britain and Northern Ireland.
Unless the context otherwise requires:
The masculine shall include the feminine; and
The word ‘body’ shall be given the widest interpretation and shall include any firm, company, business, association or partnership.
Objects and Powers of AOOSIS
The objects for which AOOSIS is established are as set out below in this paragraph and shall be carried out in the manner provided in these Articles:
To arrange, provide or procure insurance and other services to ensure indemnity for members in relation to their professional activities as medical practitioners engaged in ophthalmology;
To purchase, procure or provide appropriate advice or assistance for members on matters relating to claims, disciplinary and other matters;
To promote the interests of AOOSIS members generally;
To promote high standards of professional, medical practice among the members;
To take financial measures to protect the interests of AOOSIS and its members;
To promote legislative measures liable to benefit members of AOOSIS;
To provide or procure advice to members relating to their business affairs;
To purchase expertise in data management, claims handling and risk management and other services for the benefit of members;
To renumerate those providing services to AOOSIS and its members, including its directors;
To enter into partnership or joint ventures etc with any person or body for the promotion of the interests of AOOSIS and its members;
To carry on any business which can in the opinion of the Board of Directors be advantageously carried on in connection with any objects of AOOSIS;
To borrow or raise money, invest money or purchase property;
To do all things incidental and beneficial for the objects of AOOSIS.
The income and property of AOOSIS shall be applied solely towards the promotion of the objects of AOOSIS.
Liability of Members; No Dividends Payable
Each member undertakes to contribute to the assets of AOOSIS, if AOOSIS should be wound up while he is a member or within one year after he ceases to be a member, for the payment of AOOSIS’s debts and liabilities contracted before he ceases to be a member, and the costs, charges and expenses of winding AOOSIS up and for the adjustment of the rights of the contributories among themselves. The contribution of each member is limited to the sum of £1.
No dividends shall be paid to the members of AOOSIS.
Members
Any person domiciled in the United Kingdom or the Republic of Ireland holding the qualification of medical practitioner and practising, teaching or training within the specialty of ophthalmology shall be eligible to apply to be a member of AOOSIS. The conditions for membership of AOOSIS shall be determined and laid down by the Board of Directors, who, amongst other things, can specify other categories of persons eligible for membership of AOOSIS.
The power to admit persons to the membership of AOOSIS shall reside with the Board of Directors. This power can be delegated by them to such other person or body as they see fit.
In order to be considered for membership of AOOSIS, an applicant shall complete and submit an application form. If accepted as a member, the applicant will be admitted to membership of AOOSIS and will be entered in the register of members.
In its absolute discretion, the Board of Directors can suspend or terminate a member’s membership of AOOSIS with immediate effect on giving notice in writing to the member.
Membership is personal to the member and is not transferable and will cease on the death of the member.
If a member is erased from the register of medical practitioners of the General Medical Council, then he will with immediate effect cease to be a member of AOOSIS and to enjoy the general benefits of membership.
Each member shall supply to AOOSIS his current residential, professional or business address together with his email or other address for the purpose of electronic communication. These addresses shall be entered in the register of members as the member’s Registered Addresses. Every member shall, on request, supply such other information as AOOSIS may from time to time require.
A member may withdraw from membership by giving notice to AOOOSIS. However, he will have no right to a refund of any of the fees and subscriptions that have been paid or that are due from him.
Articles of Association
The Board of Directors shall have the power to set the level of the members’ annual subscription to AOOSIS.
Every member shall pay to the required nominated insurance broker of AOOSIS an annual fee, which will represent the cost of their insurance premium, their subscription to AOOSIS and the cost of the annual provision of medico-legal and risk management services provided to the members of AOOSIS.
General Meetings
The Board of Directors shall convene annual general meetings in accordance with the Companies Acts and may call extraordinary meetings, whenever they think it is appropriate.
Extraordinary general meetings can be called by the Board of Directors or by a request in writing and signed by at least one third of members. On such a request being received from the members, the extraordinary general meeting shall be held not later than six weeks after the receipt of the request. An annual general meeting or an extraordinary general meeting shall be call by giving of a least 21 clear days’ notice.
Notice for all general meetings, including adjourned meetings (if written notice is necessary), shall be given in writing and sent by first-class post or by electronic communication to each member.
The notice shall specify:
whether the meeting is an annual general meeting or an extraordinary general meeting;
the date, time and place where the meeting is to be held; and
the general nature of the business that is to be transacted.
The accidental failure to give notice of a meeting to any person entitled to receive notice shall not invalidate the proceedings at the meeting.
An annual general meeting or an extraordinary general meeting will be quorate, provided that a majority of the Directors are present. If a quorum is not present, then no business can be transacted, and the meeting will be adjourned.
All general meetings shall be presided over by the Chairman of the Board of Directors or by such other member of the Board of Directors the Chairman shall nominate.
The chairman of the meeting may adjourn a meeting, as he sees fit. When a meeting is adjourned for fourteen days or more, then at least seven clear days’ notice shall be given for the resumption of the meeting. Otherwise, it will be sufficient for the chairman of the meeting to declare the date, time and place of the adjourned meeting at the general meeting and it will not be necessary to give written notice. No business can be transacted at an adjourned general meeting other than what would have been transacted at the original meeting.
Each member shall be entitled to attend, to speak at and to vote at any general meeting. The Directors may attend and speak at general meetings, whether they are members or not.
Each member will have one vote, but to exercise this vote, a member must be present in person at the general meeting. It is not permitted for a member to exercise his vote by proxy.
All resolutions will be determined by a show of hands, unless a poll is requested. A poll may be requested by the chairman of the meeting or by at least five members present at the meeting. The poll shall be taken immediately and in such manner as the chairman considers appropriate. The result of the poll shall be considered to be the resolution of the meeting at which the poll was requested.
Unless a poll is requested, a declaration by the chairman of the meeting that a resolution has been carried or not and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact.
If the votes cast for and against a particular resolution are equal, whether in a poll or on a show of hands, then the chairman of the meeting shall have the casting vote in addition to any other he may have.
The Board of Directors
The control of AOOSIS shall be vested in the Board of Directors, who will exercise all the powers of AOOSIS and manage the business of AOOSIS.
The Board of Directors shall comprise not less than two Directors.
Any person who is willing to act as a Director of AOOSIS and is permitted by law to do so may stand for election at an annual general meeting.
A new Director may be co-opted to the Board of Directors pending a vote for his election at the next annual general meeting. Until that annual general meeting, he shall be treated as a duly elected Director, notwithstanding the fact that his appointment may not be approved by the members of AOOSIS at the subsequent annual general meeting. Once elected or co-opted to the Board of Directors, the name of the Director will be entered in the register of Directors, recording the date of his election or co-option and whether he is an Executive or Non-executive Director.
The Board of Directors may delegate any of its powers to a committee or to such person or body as it considers appropriate. This delegation can be subject to such conditions as the board of Directors considers appropriate. The Board of Directors may grant the right to sub-delegate. Such delegations of their powers can be withdrawn or altered at any time.
The Board of Directors may appoint a Chief Executive and may terminate his or her appointment.
The Board of Directors may enter into contracts or arrangements to secure legal and claims handling services, insurance and indemnity for the members of AOOSIS in respect of their work as ophthalmologists and may negotiate on behalf of the members through AOOSIS’s nominated insurance broker the terms of such legal and claims handling service, insurance and indemnity.
The Board of Directors may enter into contracts to do whatever is expedient for AOOSIS.
Retirement and Disqualification of Directors; Appointment and Retirement of Chairman and President
A Non-executive Director may hold his office on the Board of Directors for a term of three years. If he is co-opted onto the Board of Directors pending approval of his appointment at an annual general meeting, his term shall run from the date of that co-option. At the end of his term, if he so desires, he may seek re-election to the Board of Directors for a further three year term. At the end of his second three year term, he may seek re-election. If the Board is in unanimous agreement the Non-executive Director may serve for a further three year term and subsequently on a rolling three year basis. Each re-election is subject to unanimous agreement from the Board of Directors. No Executive Director shall be subject to this retirement stipulation. This retirement stipulation is modified in relation to the Chairman and the President in paragraph 37 and 38 below.
The Board of Directors shall appoint one of their number, who is Non-executive Director, to be Chairman of the Board of Directors for one term of three years. If in the course of his term as Chairman, he would otherwise be required to retire from the Board of Directors, having served six consecutive years, he need not retire. Instead, he shall be permitted to continue as Chairman and Director, until he has served his full three year term as Chairman. At the end of that term, he shall retire, unless he us unanimously re-appointed to serve a further 3 year term by the Board of Directors or is appointed President, in which case paragraph 39 will apply. At the end of his second three year term, if the Board is in unanimous agreement, the Chairman may serve for such further three year terms as the Board of Directors considers appropriate. The re-appointment is subject to unanimous agreement from the Board at the end of each term. However, if he retires from the Board of Directors at the end of his term as Chairman, he may then, if he so wishes, seek re-election to the Board of Directors after the lapse of a minimum of one year.
The Board of Directors may appoint one of their number, who is a Non-executive Director, to be President for a term of three years. The President shall fulfill any duties that the Board of Directors requests of him. If he so wishes and is asked by the Board of Directors, he can be appointed for such further three year terms as the Board of Directors considers appropriate. Though a Director, the President will not be subject to the retirement stipulation at paragraph 37, save that when his term or terms as President comes or come to an end, he will retire from the Board of Directors. He may then, if he wishes, seek re-election to the Board of Directors after the lapse of a minimum of one year.
A Director shall vacate his office:
If he ceases to be eligible to act as a Director under the provision of the Companies Acts or he becomes prohibited by law from being a Director; or
If he becomes bankrupt or makes any arrangement or composition with his creditors generally; or
If he is or may be suffering from any mental disorder and either:
He is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1984, or in Northern Ireland, an application for admission under the Mental Health (Northern Ireland) Order 1986; 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 for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs; or
If he resigns his office by notice to the Board of Directors; or
If he ceases to be domiciled in the United Kingdom or the Republic of Ireland; or
If the Board of Directors so resolves.
For the avoidance of doubt, this paragraph applies to all Directors, including the Chairman and President that may be appointed.
Reimbursement and Renumeration of Directors
Directors shall be entitled to be reimbursed for any reasonable expenses incurred in connection with their attendance at meetings of the Board of Directors or at general meetings or otherwise in the discharge of their duties.
The Directors may also be paid out of the funds of AOOSIS by way of renumeration at such rates as the Board of Directors consider appropriate.
Proceedings of the Board of Directors
Subject to the provision of the Memorandum of Association of AOOSIS, these Articles and the provisions of Companies Act, the Board of Directors may regulate its proceedings as it sees fit.
Meetings of the Board of Directors may be called by the Chairman at such specified interval as he may consider appropriate. Otherwise, a meeting of the Board of Directors can be called by two Directors giving notice to all other Directors. Notice of any meeting of the Board of Directors can be given to a Director in person or by word of mouth or in writing or by electronic communication. The notice must specify the date, time and place where the meeting is to be held.
A meeting of the Board of Directors will be quorate, provided two Directors are present. In addition to being present in person, a Director will be considered to be present, if he participates in the meeting by video link or telephone conference facility in such a manner as to be able to hear and be heard throughout the meeting.
If a meeting of the Board of Directors is not quorate, the no proposal can be voted on, except a proposal to call another meeting.
If the number of Directors on the Board of Directors falls below the number fixed for the quorum, then the Board of Directors may still act, but only in order to appoint new Directors or in order to call a general meeting.
The Chairman will preside at any meeting of the Board of Directors. In his absence, the Directors present will choose one of their number to chair the meeting.
In order to vote on any issue arising at a Board meeting, a Director must be present at that meeting. No Director can vote by proxy.
Any question arising at a meeting of the Board of Directors shall be decided by a simple majority. Each Director shall have one vote. If the vote cast for an against a particular resolution are equal, then the Chairman of the meeting shall have the casting vote in addition to any other vote he may have.
A resolution in writing signed by all Directors shall be as effective as if passed by the Board of Directors in a meeting.
Unless the Board of Directors permits, a Director shall not vote on a resolution, if there is a conflict of interest, and that person will not count for the determination of any quorum on that resolution.
All acts done at any meeting of the Board of Directors or by any person acting as a Director shall, even if it is later discovered that there was some defect in the appointment of that Director or any of the Directors or that any of them were disqualified, be as valid as if every such person had been properly appointed and had been entitled to vote.
A meeting of the Board of Directors shall be considered to take place at the place in England where the largest group of those participating is gathered, or, if there is no such group, where the Chairman of the meeting is.
Notices
Unless otherwise stipulated in these Articles, any notice, document or information shall be given in writing or by means of electronic communication to AOOSIS at its Registered Address or to any person at his Registered Address.
AOOSIS may give any notice, document or information to a member of a Director either personally or by sending it by post in a prepaid envelope addressed to the member or Director at his Registered Address or by leaving it at that address. Or by giving it using a form of electronic communication to his Registered Address or by any other means authorised by the member or the Director concerned. If no such address is supplied to AOOSIS, the member or the Director shall not be entitled to be served with any notice.
A member or a Director present at any meeting of AOOSIS shall be considered to have received notice of the meeting and of the purposes for which it was called.
Proof that an envelope containing a notice was properly addressed, prepaid and posted on a certain date shall be conclusive to prove that the notice was given and posted. A notice shall be considered to have been given at the expiration of 48 hours after it was posted.
Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given. A notice contained in an electronic communication sent in accordance with theses Articles is considered to have been given on the day that it was sent.
Company Secretary, Minutes, Seal, Accounts
Although AOOSIS need not have a company secretary, a secretary may be appointed by the Board of Directors on such terms as they may think fit. The Board of Directors may remove any secretary so appointed at any time.
The Board of Directors shall ensure that minutes of all meetings of the Board of Directors, of the members of AOOSIS in general meeting and of any committee shall be made in books kept for the purpose.
AOOSIS need not have a common seal. But the Directors may decide that AOOSIS shall have a common seal and if so, they may determine under what circumstances and in what fashion it will be used.
It shall be the responsibility of the Board of Directors to keep AOOSIS’s Accounts and other records of AOOSIS and to report on them in accordance with the Companies Act. AOOSIS’s Accounts shall be kept at the registered office of AOOSIS. The Board of Directors shall determine whether and to what extent and under what conditions the Accounts and the books of AOOSIS shal be made available for inspection by any person who is not a member of the Board of Directors. No person is entitled to inspect any AOOSIS’s accounting or other records merely by virtue of being a member.
Indemnity and Insurance
The Directors may decide to purchase and maintain insurance at the expense of AOOSIS in respect of their own duties and the duties of the employees of AOOSIS performed on behalf of AOOSIS. If so, the Directors and the employees of AOOSIS will be entitled to be indemnified in accordance with the terms of any such insurance policy.
Date: 2019
