Articles of Association of The Leeds Library
(Incorporated on 29 September 2005 and amended by special resolution on 20 March 2007 and 25 June 2016 – A Company limited by guarantee not having a share capital)
Wrigleys Solicitors LLP
19 Cookridge Street
Leeds LS2 3AG
Tel: 0113 244 6100
Fax: 0113 244 6101
The Company’s name is The Leeds Library (hereinafter called “the Charity”).
The Charity’s registered office is situated in England.
The Charity’s objects (“the Objects”) are:-
the advancement of education, the diffusion of knowledge and the provision of suitable literature for persons particularly but not exclusively within the city of Leeds and the surrounding area by establishing and maintaining a library to promote the study and knowledge of literature and all artistic and scientific subjects and by providing library facilities and research facilities; and
to preserve for the benefit of the public the listed building known as Nos 16 to 20 Commercial Street, Leeds LS1 6AL being a place of historical and architectural interest, value and beauty.
In furtherance of the Objects but not otherwise the Charity may exercise the following powers:-
to draw, make, accept, endorse, discount, execute and issue promissory notes, bill, cheques and other instruments and to operate bank accounts in the name of the Charity;
to raise funds and to invite and to receive contributions (whether periodical or otherwise) from any person by way of donation, covenant, grant, loan agreement or subscription and to accept donations on any special trusts provided that in raising funds the Charity shall not undertake any substantial permanent activities other than primary purpose trading permitted by charity law and shall conform to any relevant statutory regulations;
to acquire, alter, improve and (subject to such consents as may be required by law) to charge or otherwise dispose of property real and personal;
to acquire the assets and liabilities of the Leeds Library being the library founded in Leeds in 1768 (“the Library”) and formerly called “the Leeds Circulating Library” and to retain its freehold property and to allow the use of any part or parts of the premises for non library purposes;
to sell, charge, let off or lease the whole part of the real and personal property of the Charity on such terms as the Charity shall determine;
subject to Article 5 below to employ such staff (who shall not be trustees of the Charity (hereinafter referred to as “the Trustees”)), as are necessary for the proper pursuit of the Objects to make all reasonable and necessary provision for the payment of pensions and superannuation to staff and their dependants;
to establish or support any charitable trusts, associations or institutions formed for all or any of the Objects;
to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the Objects or similar charitable purposes and to exchange information and advice with them;
to pay out of the funds of the Charity the costs charges and expenses of and incidental to the formation and registration of the Charity;
to purchase or conserve books and other materials and furnishing of the Library;
to preserve and make available for the use of students and scholars, manuscripts, books, journals and other similar materials;
deposit or invest funds
employ a professional fund manager; and
arrange for the investments or other property of the Charity to be held in the name of a nominee;
in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;
to borrow money and give guarantees and security for loans (but only in accordance with the restrictions imposed by charity law);
to acquire and hire property of any kind;
to make grants or loans of monies and to give guarantees;
to insure the property of the Charity against any foreseeable risk and to take out other insurance policies to protect the Charity when required;
to pay for indemnity insurance for the Trustees; and
to do all such other lawful things as are necessary for the achievements of the Objects.
Benefits to Members and Trustees
The property and funds of the Charity must be used only for promoting the Objects and do not belong to the Members but;
Members who are not Trustees or Connected Persons may be employed by or enter into contracts with the Charity and receive reasonable payment for goods or services supplied; and
Subject to compliance with Article 6:
Members, Trustees and Connected Persons may be paid a reasonable rent or hiring fee for property let or hired to the Charity; and
Members, Trustees and Connected Persons may receive charitable benefits on the same terms as any other beneficiaries.
A Trustee must not receive any payment of money or other material benefit (whether directly or indirectly) from the Charity except:
as mentioned in Articles 5.1 or 5.3;
reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred in running the Charity;
the benefit of indemnity insurance as permitted by the Charities Act; and
an indemnity in respect of any liabilities properly incurred in running the Charity (including the costs of a successful defence to criminal proceedings).
No Trustee or Connected Person may be employed by the Charity, but any Trustee or Connected Person may enter into a written contract with the Charity, as permitted by the Charities Act, to supply services and associated goods in return for a payment or other material benefit but only if:
the services and associated goods are actually required by the Charity, and the Trustees decide that it is in the best interests of the Charity to enter into such a contract;
the nature and level of the remuneration is no more than is reasonable in relation to the value of the goods or services and is set in accordance with the procedure in Article 6; and
no more than two of the Trustees are subject to such a contract in any financial year.
Whenever a Trustee has a personal interest in a matter falling within articles 5.1, 5.2 or 5.3 which is to be discussed at a meeting of the Trustees or a committee, he, she or it must comply with the procedure in article 5.5.
Where this article applies, a Trustee must:
declare an interest before the meeting or at the meeting before discussion begins on the matter;
be absent from the meeting for that item unless expressly invited to remain in order to provide information;
not be counted in the quorum for that part of the meeting; and
have no vote on the matter and be absent during the vote if so requested by the other Trustees.
This article may not be amended without the written consent of the Commission in advance.
Conflicts of Interest
Trustees must avoid Conflicts of Interest and wherever a Conflict of Interest arises in a matter to be discussed at a meeting of the Trustees or a committee, a Conflicted Trustee must comply with the procedure set out in article 5.5.
When any Trustee is a Conflicted Trustee (because of a duty of loyalty owed to another organisation or person), the Trustees who are not Conflicted Trustees, if they form a quorum without counting the Conflicted Trustees and are satisfied that it is in the best interests of the Charity to do so, may by a resolution passed in the absence of the Conflicted Trustee authorise the Conflicted Trustee, notwithstanding any conflict of interest or duty which has arisen or may arise for the Conflicted Trustee, to:
continue to participate in discussions leading to the making of a decision and/or to vote; or
disclose to a third party information confidential to the Charity; or
take any other action not otherwise authorised which does not involve the receipt by the Conflicted Trustee or a Connected Person of any payment or material benefit from the Charity; or
refrain from taking any step required to remove the conflict.
This provision may be amended by special resolution but, where the result would be to permit any Material Benefit to a Trustee or Connected Person, only with the prior written consent of the Commission.
The liability of the Members is limited. Every member of the Charity undertakes to contribute such amount as may be required (not exceeding £1) to the Charity’s assets if it should be wound up whilst he or she is a member or within one year after he or she ceases to be a member for payment of the Charity’s debts and liabilities contracted before he or she ceases to be a member and of the costs charges and expenses of winding up and for the adjustment of the rights of the contributors amongst themselves.
If the Charity is wound up or dissolved and after all its debts and liabilities have been satisfied there remains any property, it shall not be paid to or distributed among the Members of the Charity but shall be given or transferred to some other organisation or organisations having objects similar to the Objects and which prohibits the distribution of its or their income and property to an extent at least as great as is imposed on the Charity by Article 5 above chosen by the Members of the Charity on or before the time of dissolution and, if that cannot be done, then to some other charitable object.
Such persons or organisations as are admitted to Membership in accordance with the rules made under Article 21 shall be Members of the Charity.
Unless the Trustees or the Charity in general meeting shall make other provision under Article 21, the Trustees may in their absolute discretion permit any member of the Charity to retire, provided that after such retirement the number of Members is not less than two.
Membership is terminated if:
the member dies or, if it is an organisation, ceases to exist; or
any sum due from the member of the Charity is not paid in full within six months of it falling due.
A general meeting may be called at any time by the Trustees and must be called within 21 clear days of a written request from at least 5% of the Members to be held on a date not more than 28 days after the date of the notice.
The Charity shall hold an Annual General Meeting each year 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 Charity and that of the next. The Annual General Meeting shall be held at such times and places as the Trustees shall appoint.
At an Annual General Meeting, the Members:
receive the Charity’s accounts for the previous financial year;
receive the Trustees’ report on the Charity’s activities for the previous financial year;
receive the results of the election of Trustees to fill any vacancies;
appoint auditors or independent examiners for the Charity (if required);
may confer on any individual (except a Trustee), with his or her consent, the honorary title of Patron, President or Vice-President of the Charity, provided that such individual does not become a trustee by virtue of this appointment. Any individual who is appointed to the position of Patron, President or Vice-President is entitled to attend, but not vote at, Trustees’ meetings; and
may discuss and determine any issues of policy or deal with any other business put before them by the Trustees.
Notice of General Meetings
Meetings are called on at least 14 clear days’ written notice specifying the time and place of the meeting and the general nature of the business to be transacted and, in the case of an Annual General Meeting, the notice shall be given to all the Members and the Trustees and to the auditors and/or the independent examiners.
Where it is intended to pass a Special Resolution, the notice must include the text of the resolution and state that it is intended to propose the resolution as a Special Resolution.
The accidental omission to give notice of a meeting to, or the non receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
Proceedings at General Meetings
There is a quorum at a meeting if the number of Members present in person or by proxy is at least 20. No business shall be transacted at any meeting unless a quorum is present.
If a quorum is not present within half an hour from the time appointed for the meeting or, if during a meeting, a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Trustees may determine and, if a quorum is not present within half an hour from the time appointed for the adjourned meeting, then the meeting shall be dissolved.
The President, if any, or, in his absence, the chairman of Trustees shall preside as chairman of the meeting but, if neither the President or the chairman of Trustees be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the Trustees present shall elect one of their number to be chairman and, if there is only one Trustee present and willing to act, he shall be chairman.
If no Trustee is willing to act as chairman or, if no Trustee is present within fifteen minutes after the time appointed for holding the meeting, the Members present and entitled to vote shall choose one of their number to be chairman.
The chairman of the meeting may, with the consent of a 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 an adjourned meeting other than business which might properly have been transacted at the meeting had adjournment not taken place. When a meeting is adjourned for fourteen days or more, at least seven clear days notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
A resolution put to the vote of a meeting shall be decided on a show of hands unless before or on the declaration of the result of the show of hands a poll is duly demanded by the chairman of the meeting or by not fewer than two persons entitled to vote at the meeting.
Unless a poll is duly 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 any entry to that effect in the minutes of the meeting 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 before the poll is taken but only with the consent of the chairman of the meeting. The withdrawal of a demand for a poll shall not invalidate the result of a show of hands declared before the demand for the poll was made.
A poll shall be taken as the chairman of the meeting directs and he may appoint scrutineers (who need not be Members) and fix a time and place for declaring the results of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.
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 casting vote in addition to any other vote he may have.
A poll demanded on the election of a chairman or on a question of adjournment shall be taken immediately. A poll demanded on any other question shall be taken either immediately or at such time and place as the chairman of the meeting directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent continuance of a meeting for the transaction of any business other than the question on which the poll is demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In other cases, at least seven clear days’ notice shall be given specifying the time and place at which the poll is taken.
Votes for Members
Subject to Article 12.10, every member shall have one vote. A member may vote in person or by proxy. No person shall act as proxy except:
the spouse of the appointing member; or
another member. (The person presiding at a general meeting may act as proxy for any number of Members. No other person may act as proxy for more than six Members at the same meeting. An instrument appointing a proxy shall be in writing, signed by the appointor and deposited with the Secretary of the Charity at least twenty four hours before the time of the commencement of the meeting.)
No member shall be entitled to vote at any meeting unless all monies then payable by him to the Charity have been paid.
No objection shall be raised to the qualification 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.
The number of Trustees shall not be fewer than six nor more than twelve. This number shall include the Honorary Treasurer.
Subject to the provisions of the Articles, Trustees may be elected by ordinary resolution of the Members, but the total number of Trustees must not at any time exceed any maximum number fixed by or in accordance with these Articles.
One third (or the number nearest one-third) of the Trustees must retire at each Annual General Meeting, those longest in office retiring first and the choice between any of equal service made by drawing lots.
A retiring Trustee who remains qualified may be re-elected for a further term of office. A Trustee who has served two consecutive terms of office may, after an interval of at least one year, be re-elected for one further term of office.
No person shall be elected or re-elected a Trustee by vote at any general meeting unless:
he is recommended by the Trustees; or
not less than fourteen nor more than thirty-five 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 Charity of the intention to propose that person for election or re-election stating the particulars which would, if he were so elected or re-elected, be required to be included in the Charity’s register of Trustees together with a notice executed by that person of his willingness to be elected or re-elected.
No person may be elected as a Trustee:
unless he has attained the age of 18 years; or
unless he is a member of the Charity; or
in circumstances such that, had he already been a member, he would have been disqualified from acting under the provisions of Article 14.10.
Not less than seven nor more than twenty-eight clear days before the date appointed for holding a general meeting, notice shall be given to all persons who are entitled to receive notice of the meeting of any person (other than a Trustee retiring at the meeting) who is recommended by the Trustees for election or re-election as a Trustee at the meeting or in respect of whom notice has been duly given to the Charity of the intention to propose him at the meeting for election or re-election as a Trustee. The notice shall give the particulars of that person which would, if he were so elected, be required to be included in the Charity’s register of Trustees.
The Trustees may appoint a person who is willing to act as a Trustee either to fill a vacancy or as an additional Trustee provided that the appointment does not cause the total number of Trustees to exceed any number fixed by or in accordance with the Articles as the maximum number of Trustees. A Trustee so appointed shall hold office only until the next following Annual General Meeting. If not elected at such Annual General Meeting, he shall vacate office at the conclusion thereof.
The maximum term of office of the Honorary Treasurer is nine years. When recruiting a person to fulfil the Trustee role of Honorary Treasurer, the Trustees may, at their discretion, waive the provisions in Article 14.4 requiring an interval of one year between the second and third term of office.
A Trustee’s term of office automatically terminates if he or she:
resigns by written notice to the Trustees (but only if at least two Trustees will remain in office);
is disqualified under the Charities Act from acting as a Charity Trustee or is prohibited by law from being a director of a company;
in the written opinion, given to the Charity, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a Trustee and may remain so for more than three months;
is absent from three consecutive meetings of the Trustees and is asked by a majority of the other Trustees to resign;
ceases to be a Member (but such a person may be reinstated by resolution passed by all the other Trustees on resuming Membership of the Charity before the next Annual General Meeting); or
is removed by resolution of the Members present and voting at a general meeting (but only if at least two Trustees will remain in office) after the meeting has invited the views of the Trustee concerned and considered the matter in the light of any such views.
Powers of Trustees
Subject to the provisions of the Act, the Articles and any powers which are reserved to the Members, the business of the Charity shall be managed by the Trustees who may exercise all the powers of the Charity. No alteration of the Articles and no such direction shall invalidate any prior act of the Trustees which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the Trustees by the Articles and a meeting of Trustees at which a quorum is present may exercise all the powers exercisable by the Trustees.
In addition to all powers hereby expressly conferred upon them and without detracting from the generality of their powers under the Articles, the Trustees shall have the following powers namely:
to expend the funds of the Charity in such manner as they shall consider most beneficial for the achievement of the Objects and to invest in the name of the Charity such part of the funds as they may see fit and to direct the sale or transposition of any such investments and to expend the proceeds of any such sale in furtherance of the Objects of the Charity; and
to enter into contracts on behalf of the Charity.
Proceedings of Trustees
Subject to the provisions of the Articles, the Trustees may regulate their proceedings as they think fit. A Trustee may and the Secretary will, at the request of a Trustee, call a meeting of the Trustees. It shall not be necessary to give notice of a meeting to a Trustee who is absent from the United Kingdom. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote.
The quorum for the transaction of the business of the Trustees is four Trustees.
The Trustees may elect one of their number to be the chairman of their meetings and may at any time remove him from that office. Unless he is unwilling to do so, the Trustee so elected shall preside at every meeting of Trustees at which he is present but, if there is no Trustee holding that office or if the Trustee holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the Trustees present may elect one of their number to be the chairman of that meeting
The Trustees may appoint one or more sub-committees consisting of at least two Trustees (one of whom must be the chairman) for the purpose of making any inquiry or supervising or performing any function or duty which, in the opinion of the Trustees, would be more conveniently undertaken or carried out by a sub-committee, provided that all acts and proceedings of any such sub-committee shall be fully and promptly reported to the Trustees.
All acts done by a meeting of the Trustees shall, notwithstanding that it be afterwards discovered that there was a defect in the election of a Trustee or that any of them were disqualified from holding office or had vacated office or were not entitled to vote, be as valid as if every such person had been duly elected and was qualified and had continued to be Trustee and had been entitled to vote.
A resolution in writing, signed by all the Trustees entitled to receive notice of a meeting of the Trustees or of a sub-committee of Trustees, shall be valid and effective as if it had been passed at a meeting of Trustees duly convened and held. Such a resolution may consist of several documents in the same form, each signed by one or more of the Trustees.
A meeting of the Trustees may be held in person or by suitable electronic means agreed by the Trustees and at which all the participants may communicate with all the other participants.
Subject to the provisions of the Act, a Secretary may be appointed by the Trustees for such term, at such remuneration (if not a Trustee) and upon such conditions as they may think fit: and any Secretary so appointed may be removed by them.
The Seal shall only be used by the authority of the Trustees or of a committee of Trustees authorised by the Trustees. The Trustees may determine who shall sign any instrument to which the Seal is affixed and unless otherwise determined it shall be signed by a Trustee and by the Secretary or by a second Trustee.
Records and accounts
The Trustees must comply with the requirements of the Act and of the Charities Act as to keeping financial records, the audit of accounts and the preparation and transmission to the Registrar of Companies and the Commission of:
annual reports; and
annual statements of account.
The Trustees must keep proper records of:
all proceedings at general meetings and annual general meetings and all written resolutions of the Members;
all proceedings at meetings of the Trustees and all written resolutions of the Trustees;
all reports of committees; and
all professional advice obtained.
Accounting records relating to the Charity must be made available for inspection by any Trustee at any time during normal office hours in accordance with the Rules of the Charity in force from time to time.
A copy of the Charity’s latest available statement of annual accounts must be supplied on request to any Trustee or Member. A copy must also be supplied, within two months, to any other person who makes a written request and pays the Charity’s reasonable costs.
Notices under the Articles may be sent by hand, by post or by suitable electronic means or in any journal distributed by the Charity.
The only address at which a Member is entitled to receive notices sent by post is an address in the U.K. shown in the register of Members.
Any notice given in accordance with these Articles is to be treated for all purposes as having been received:
24 hours after being sent by electronic means or delivered by hand to the relevant address;
two clear days after being sent by first class post to that address;
three clear days after being sent by second class or overseas post to that address;
on the date of publication of a newspaper containing the notice;
on being handed to the Member personally; or, if earlier,
as soon as the Member acknowledges actual receipt.
A technical defect in the giving of notice of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting.
The Trustees may from time to time make such rules or bye laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Charity and for the purposes of prescribing classes of and conditions of Membership and, in particular but without prejudice to the generality of the foregoing, it may by such rules or bye laws regulate:-
the admission and classification of Members of the Charity and the rights and privileges of such Members and 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 provision of library facilities for and the way in which those facilities are to be used by Members and for the occasional use of the library facilities by non-Members;
the setting aside of the whole or any part or parts of the Charity’s premises at any particular time or times or for any particular purpose or purposes;
the procedure at general meetings and meetings of the Trustees and committees of the Trustees in so far as such procedure is not regulated by the Articles and the procedure for the election of Trustees;
generally all such matters as are commonly the subject matter of Charity rules.
The Charity in general meeting shall have power to alter, add to or repeal the rules or bye laws and the Trustees shall adopt such means as they think sufficient to bring to the notice of Members of the Charity all such rules or bye laws which shall be binding on all Members of the Charity provided that no rule or bye law shall be inconsistent with or shall affect or repeal anything contained the Articles.
In these Articles, unless the context indicates another meaning:
|‘the Act’||means the Companies Act 2006 including any statutory modification or re-enactment hereof for the time being in-force;|
|‘Articles’||means these articles of association of the Charity;|
|‘Charity’||means the Company intended to be regulated by these Articles;|
|‘Charities Act’||means the Charities Act 2011;|
|‘Clear days’||in relation to the period of a notice means the period excluding the day when the notice is given or deemed to be given or on which it is to take effect;|
|‘Conflict of Interest’||includes a conflict of interest and duty and a conflict of duties;|
|‘Conflicted Trustee’||means any Trustee who has a Conflict of Interest in relation to a matter to be discussed or voted upon at a meeting of the Trustees;|
|‘Connected Person’||means any spouse, civil partner, parent, child, brother, sister, grandparent or grandchild of a Trustee, any Firm of which a Trustee is a Member, director, employee or shareholder having a beneficial interest in more than 1 per cent of the capital;|
|‘Executed’||includes any mode of execution;|
|‘Material Benefit’||means a benefit which may not be financial but has a monetary value;|
|‘Member’ and ‘Membership’||refer to company Membership of the Charity;|
|‘Office’||means the registered office of the Charity;|
|‘Seal’||means the common seal of the Charity if it has one;|
|‘Secretary’||means the Secretary of the Charity or any other person appointed to perform the duties of the Secretary of the Charity including a Joint Assistant or Deputy Secretary;|
|‘Special Resolution’||means a resolution of the Members which requires a majority of not less than 75% for it to be passed.Â As required by section 30 of the Companies Act 2006, the Trustees must file a copy of any special resolutions passed by Members at Companies House within 15 days of the special resolution being passed or made;|
|‘Trustees’||means the Trustees of the Charity (and “Trustee” has a corresponding meaning);|
|‘the United Kingdom’||means Great Britain and Northern Ireland; and|
Words importing the masculine gender only shall include the feminine gender.
Subject as aforesaid words or expressions contained in these Articles shall, unless the context requires otherwise, bear the same meaning as in the Act.
References to an Act of Parliament are to that Act as amended or re-enacted from time to time and to any subordinate legislation made under it.