Morses Club : Proposed new Articles of Association

Company No. 06793980

Articles of Association of Morses Club Limited

Private company limited by shares

Ref: 209107183

Date: 9 January 2023

CONTENTS

Article		Page
1	DEFINITIONS AND INTERPRETATION	1
2	LIMITED LIABILITY	3
3	MODEL ARTICLES EXCLUDED	3
4	FORM OF RESOLUTIONS	3
5	RIGHTS ATTACHED TO SHARES	3
6	REDEEMABLE SHARES	3
7	PAYMENT OF COMMISSIONS	3
8	TRUSTS NOT RECOGNISED	4
9	VARIATION OF RIGHTS	4
10	MATTERS NOT CONSTITUTING A VARIATION OF RIGHTS	4
11	RIGHT TO CERTIFICATES	4
12	EXECUTION OF CERTIFICATES	4
13	REPLACEMENT CERTIFICATES	5
14	UNCERTIFICATED SECURITIES	5
15	COMPANY'S LIEN	5
16	ENFORCING LIEN BY SALE AFTER NOTICE	6
17	MANNER OF SALE	6
18	APPLICATION OF SALE PROCEEDS	6
19	CALLS	6
20	TIME OF CALL	6
21	LIABILITY OF JOINT HOLDERS	7
22	INTEREST	7
23	SUMS DUE ON ALLOTMENT OR BY WAY OF INSTALMENT TREATED AS CALLS	7
24	POWER TO DIFFERENTIATE	7
25	ADVANCE PAYMENT OF CALLS	7
26	NOTICE IF CALL NOT PAID	7
27	FORFEITURE IF NOTICE NOT COMPLIED WITH	7
28	NOTICE OF FORFEITURE	8
29	SALE OF FORFEITED SHARE	8
30	ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE	8
31	STATUTORY DECLARATION AND VALIDITY OF SALE	8
32	POWER TO SELL SHARES OF UNTRACED SHAREHOLDERS	9
33	MANNER OF SALE AND CREATION OF DEBT IN RESPECT OF NET PROCEEDS	9
34	FORM AND EXECUTION OF TRANSFER	10
35	RIGHT TO REFUSE REGISTRATION OF SHARES	10
36	OTHER RIGHTS TO REFUSE REGISTRATION	10
37	NOTICE OF REFUSAL	10

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38	NO FEE FOR REGISTRATION	11
39	RETENTION OF DOCUMENTS	11
40	OTHER REGISTERS	11
41	TRANSMISSION	11
42	ELECTION BY TRAN SMITTEE	11
43	RIGHTS IN RESPECT OF THE SHARE	11
44	FRACTIONS	12
45	PURCHASE OF OWN SHARES	12
46	CONVENING GENERAL MEETINGS	12
47	LENGTH OF NOTICE PERIOD	13
48	CONTENTS OF NOTICES	13
49	OMISSION OR NON-RECEIPT OF NOTICE	14
50	CHANGE OF DATE, TIME OR PLACE OF MEETING	14
51	QUORUM	14
52	PROCEDURE IF QUORUM NOT PRESENT	14
53	CHAIRMAN OF GENERAL MEETING	15
54	ATTENDANCE AND SPEAKING AT GENERAL MEETINGS	15
55	PARTICIPATION BY ELECTRONIC MEANS	15
56	MEETINGS AT MORE THAN ONE PLACE	16
57	SECURITY ARRANGEMENTS	16
58	ADJOURNMENTS	17
59	NOTICE OF ADJOURNED MEETING	17
60	METHOD OF VOTING	17
61	VOTES OF MEMBERS	18
62	VOTES OF JOINT HOLDERS	18
63	VOTES OF MEMBER SUFFERING INCAPACITY	18
64	NO RIGHT TO VOTE WHERE SUMS OVERDUE ON SHARES	18
65	VOTES ON A POLL	19
66	RIGHT TO WITHDRAW DEMAND FOR A POLL	19
67	PROCEDURE IF POLL DEMANDED	19
68	WHEN POLL TO BE TAKEN	19
69	CONTINUANCE OF OTHER BUSINESS AFTER POLL DEMANDED	19
70	PROPOSAL OR AMENDMENT OF RESOLUTION	19
71	AMENDMENT OF RESOLUTION RULED OUT OF ORDER	19
72	OBJECTIONS OR ERRORS IN VOTING	20
73	EXECUTION OF AN APPOINTMENT OF PROXY	20
74	TIMES FOR DEPOSIT OF AN APPOINTMENT OF PROXY	20
75	FORM OF APPOINTMENT OF PROXY	21
76	VALIDITY OF PROXY	22
77	MAXIMUM VALIDITY OF PROXY	22
78	NUMBER OF DIRECTORS	22
79	NO SHAREHOLDING QUALIFICATION FOR DIRECTORS	22
80	ORDINARY REMUNERATION	22
81	EXPENSES	23
82	EXTRA REMUNERATION	23
83	APPOINTMENT, REMOVAL AND RESIGNATION	23
84	ALTERNATE TO BE RESPONSIBLE FOR HIS OWN ACTS AND REMUNERATION OF
	ALTERNATE	24
85	EXECUTIVE DIRECTORS	24
86	GENERAL POWERS OF THE COMPANY VESTED IN THE BOARD	24

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87	AGENTS	25
88	DELEGATION TO INDIVIDUAL DIRECTORS	25
89	DELEGATION TO COMMITTEES	25
90	POWER TO ESTABLISH LOCAL BOARDS ETC	25
91	PROVISION FOR EMPLOYEES	26
92	THE COMPANY'S NAME	26
93	BORROWING POWERS	26
94	POWER OF THE COMPANY TO APPOINT DIRECTORS	27
95	POWER OF THE BOARD TO APPOINT DIRECTORS	27
96	COMPANY'S POWER TO REMOVE A DIRECTOR AND APPOINT ANOTHER IN HIS
	PLACE	27
97	VACATION OF OFFICE BY DIRECTORS	27
98	TRANSACTIONS, OFFICES, EMPLOYMENT AND INTERESTS	28
99	CONFLICTS OF INTEREST REQUIRING BOARD AUTHORISATION	30
100	DIRECTORS' GRATUITIES AND PENSIONS	31
101	BOARD MEETINGS	32
102	NOTICE OF BOARD MEETINGS	32
103	VOTING	32
104	QUORUM	32
105	BOARD VACANCIES BELOW MINIMUM NUMBER	32
106	APPOINTMENT OF CHAIRMAN	32
107	COMPETENCE OF THE BOARD	33
108	PARTICIPATION IN MEETINGS BY TELEPHONE	33
109	WRITTEN RESOLUTIONS	33
110	COMPANY BOOKS	33
111	VALIDITY OF ACTS OF THE BOARD OR A COMMITTEE	33
112	APPOINTMENT AND REMOVAL OF COMPANY SECRETARY	34
113	USE OF SEAL	34
114	COMPANY MAY DECLARE DIVIDENDS	34
115	BOARD MAY PAY INTERIM DIVIDENDS AND FIXED DIVIDENDS	34
116	CALCULATION AND CURRENCY OF DIVIDENDS	34
117	WAIVER OF DIVIDENDS	35
118	NON-CASH DIVIDENDS	35
119	RIGHT TO DEDUCT AMOUNTS DUE ON SHARES FROM DIVIDENDS	35
120	NO INTEREST ON DIVIDENDS	35
121	PAYMENT PROCEDURE	35
122	RECEIPT BY JOINT HOLDERS	36
123	WHERE PAYMENT OF DIVIDENDS NEED NOT BE MADE	36
124	UNCLAIMED DIVIDENDS	36
125	CAPITALISATION OF PROFITS	36
126	AUTHENTICATION OF DOCUMENTS	37
127	POWER TO CHOOSE RECORD DATE	38
128	COPY OF ACCOUNTS TO BE SENT TO MEMBERS	38
129	INSPECTION OF RECORDS	38
130	DESTRUCTION OF DOCUMENTS	38
131	FORM OF COMMUNICATIONS	39
132	COMMUNICATION WITH JOINT HOLDERS	40
133	COMMUNICATION WITH OVERSEAS MEMBERS	40
134	COMMUNICATIONS AFTER TRANSMISSION	40
135	WHEN NOTICE DEEMED SERVED	41

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136	RECORD DATE FOR COMMUNICATIONS	41
137	LOSS OF ENTITLEMENT TO RECEIVE COMMUNICATIONS	41
138	NOTICE WHEN POST NOT AVAILABLE	42
139	DISTRIBUTION IN SPECIE ON WINDING UP	42
140	INDEMNITY AND PROVISION OF FUNDS	42
141	POWER TO INSURE	43

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