Estate
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
-OF-
MILLFIELD OVERSTRAND LIMITED
As adopted by Special Resolution passed 20th June 1985PRELIMINARY
I. The Company shall be a Private Company within the meaning of the Companies Act, 1985 and the Regulations contained in Table "A" in the Schedule to the Companies (Table A to F) Regulations 1985 (hereinafter called "Table A") shall apply to the Company save in so far as they are excluded or varied hereby.
2.(a) The Clauses of Table A numbered 2, 3, 24, 32, 78, 87, 89, 102 to 108 inclusive and 110 shall not apply and in lieu thereof and in addition to the remaining Clauses of Table A the following shall be the regulations of the Company.
(b) In Regulation 4 of Table A the word "provisions" shall be substituted for the word "provision" .
(c) Regulation 41 of Table A shall apply to this Company as if the word "to" had been inserted between the words "or " and "such".
(d) Regulation 115 of Table A shall apply to Company with the exclusion of the words "unless contrary is proved".
SHARES
3. The Share Capital of the Company is £117 divided 117 Shares of £1 each.
4. The lien conferred by Clause 8 of Table A shall attach to all shares whether fully paid or not and to all shares registered in the name of any person indebted or under liability to the Company whether he be the sole holder thereof or one of two or more joint holders.
5. The only persons eligible to be members of the Company shall be the subscribers to these Articles and the lessees of Flats contained in the property known as Overstrand Estates, Rustington, West Sussex (hereinafter called "the Building") or their Personal Representatives and their Successors in Title. Save as aforesaid no shares may be allotted or issued except with the previous sanction of a Special Resolution of the Company in General Meeting.
6. A Share shall be transferred and may only be transferred upon or within one month of the assignment of the Lease of the flat in respect of which it is held and to the person being or about to become by virtue of such assignment the lessee of such flat.
7. The price to be paid on the transfer of shares shall in default of agreement between the Transferor and the Transferee be the nominal value of such shares.
8. If the holder of a share refuses or neglects to transfer it in accordance with these Articles the Chairman for the time being of the Directors or, failing him, one of the Directors duly nominated by resolution of the Board for that purpose, shall forthwith be deemed to be the duly appointed Attorney of that holder with full power in his name and on his behalf to execute complete and deliver a transfer of the share to the person to whom it should be transferred hereunder and the Company may receive and give a good discharge for the purchase money and enter the name of the Transferee in the Register of Members as the holder by transfer of that share.
9. If more than one person is jointly the owner of a Flat those persons shall jointly hold the corresponding share in the Company but shall have only one vote in right of such share whether as members or Directors which shall be cast by the Holder whose name first appears in the Register of Members.
10. Upon the death or bankruptcy of a member unless his Personal Representatives or Trustee in Bankruptcy shall within 90 days from such event execute a valid transfer or request for registration of the member's share to a permitted holder of the share including if applicable themselves, the Directors shall be empowered to authorise one of their number to execute a transfer to a permitted holder of the said share on behalf of those entitled to the same.
11. In the event of a permitted holder ceasing to be a tenant of a Flat contained in the Building (a) he shall not be entitled to exercise any of the powers of a member of the Company (b) he shall cease to be a Director of the Company and (c) in default of his executing a transfer of his share within one month after such event the Directors may authorise some person to transfer the share to any other person qualified to be the permitted holder thereof.
SECRETARY
12. The First Secretary of the Company shall be the person named as the first Secretary of the Company in the statement delivered under Section 10 of the Companies Act, 1985. The Secretary shall be appointed by Directors for such term, at such remuneration and upon such conditions as they may think fit, and any Secretary so appointed may be removed by them. The Directors 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.
DIRECTORS
13. The number of Directors shall not be less than three nor more than six. The first Director or Directors of the Company shall be the person or persons named as the First Director or Directors of the Company in the statement delivered under Section 10 of the Companies Act, 1985. The Directors may elect a Chairman of their meetings and determine the period for which he is to hold office; but if no such Chairman is elected, or if at any meeting the Chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be Chairman of the meeting.
14. A person may be appointed a Director notwithstanding that he shall have attained the age of 70 years and no Director shall be liable to vacate office by reason of his attaining that or any other age.
15. No person who is not a member of the Company shall in any circumstances be eligible to hold office as a Director save that any member of the Company for the time being or the spouse of that member (provided such spouse shall be living with such member) shall be eligible to hold office as a Director provided that a member being a body corporate shall not be a Director but may appoint a natural person to be a Director and provided also that anyone of any two or more joint holders of a share shall be entitled to hold office at anyone time.
16. Provided that any Director declares his interest in a contract or arrangement or a fresh contract or arrangement of the Company in manner provided by Section 317 of the Companies Act, 1985 such Director may contract with and participate in the profits of any contract or arrangement with the Company as if he were not a Director. A Director shall also be capable of voting in respect of such contract or arrangement where he has previously disclosed his interest to the Company or in respect of his appointment to any office or place of the relevant Company or of the arrangement of the terms thereof and may be counted in the quorum at any meeting of which any such matter is considered. Regulation 94 of Table A shall not apply to this Company.
17. The quorum necessary for the transaction of business of the Directors shall be three.
BORROWING POWERS OF DIRECTORS
18. The Directors may exercise all the powers of the Company to borrow money whether in excess of the nominal amount of the Share Capital of the Company for the time being issued or not and to mortgage or charge its undertaking property and uncalled capital or any part thereof and to issue debentures debenture stock and other securities whether outright or as security for any debt liability or obligation of the Company or of any third party.
POWER OF THE DIRECTORS TO DISPOSE OF THE PROPERTY AND UNDERTAKING OF THE COMPANY.
18a. The Directors shall have no power to sell, lease or dispose of any property of the Company nor to sell the undertaking of the Company except with the authority of a Special Resolution of the members of the Company passed at an Extraordinary General meeting called for the purpose of considering the same.
AUDITORS
19. Auditors shall be appointed and their duties regulated in accordance with the Act.
NOTICES
20. The persons mentioned in Clause 116 of Table A (being the persons on whom the ownership of a share devolves as personal representatives or trustee in bankruptcy of a member) shall not, unless and until they become members of the Company, be entitled to receive notices of meetings of the Company.
MANAGEMENT LOSSES
21. The members of the Company shall from time to time and whenever called upon so to do by the Company pay to the Company a ratable proportion (that is the same proportion as is stipulated in individual leases in respect of the payment of maintenance charges) of all losses and expenses properly incurred by the Company in relation to the management or otherwise of the flats.
INDEMNITY
22. Subject to Section 310 of the Companies Act 1985 and in addition to such indemnity as is contained in Clause 118 of the said Table "A" every Director officer or official of the Company shall be indemnified out of the funds of the Company against all costs charges losses expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto.
NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS
DANIEL CHARLES DWYER
SD Lincoln's Inn Fields London
WC2A JPF
LAW AGENT
DANIEL JOHN DWYER
50 Lincoln's Inn Fields London
WC2A 3PF
LAW AGENT
DATE the 3rd day of June 1985 WITNESS to the above Signatures:-
KAREN STORER
50 Lincoln's Inn Fields, London
WC2A JPF
SECRETARY