THE COMPANIES ACT 2006
PRIVATE COMPANY LIMITED BY GUARANTEE AND WITHOUT SHARE CAPITAL
1 NAME AND STATUS
1.1 This company has been formed to acquire the assets, liabilities and all interests of the International Commission for Uniform Methods of Sugar Analysis which is an unincorporated body established in 1897 (“ICUMSA-OLD”).
1.2 The name of this company is INTERNATIONAL COMMISSION FOR UNIFORM METHODS OF SUGAR ANALYSIS LIMITED (“ICUMSA”).
1.3 ICUMSA is incorporated in England and Wales and shall be governed by and construed in accordance with English law.
1.4 The official address of ICUMSA is that of its Registered Office which is based in England.
In these articles, unless the context requires otherwise –
“articles” means the articles of association of ICUMSA;
“Board” means the Board of Officers representing and accountable to the Executive Committee of ICUMSA;
“By-Laws” means the By-Laws of ICUMSA laid down by the Executive Committee
“chairman” has the meaning given in article 19.1;
“Companies Act” means the UK Companies Act 2006;
“Executive Committee” means the governing body of ICUMSA, the membership and responsibilities of which are defined in article 7.
“Officer” means a director of ICUMSA Ltd, and includes any person occupying the position of director, by whatever name called;
“member” means a National Committee of ICUMSA;
“ordinary resolution” has the meaning given in section 282 of the Companies Act 2006; in that a simple majority is required to pass the resolution;
“special resolution” has the meaning given in section 283 of the Companies Act 2006; in that a majority of not less than 75% of votes cast are required to pass the resolution
“recommendation” means a decision adopted at a plenary Members meeting or at an Executive Committee meeting of ICUMSA. A recommendation adopted by means of a written ballot shall also be considered a Recommendation of ICUMSA.
Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006.
The objects of ICUMSA shall be:
3.1 To provide an international forum for all matters pertaining to the science of sugar analysis.
3.2 To promote by all appropriate means the study of matters pertaining to methods for analysing sugars and products and auxiliary materials of sugar production for which there is a visible demand from international commerce for uniformity of analysis and to encourage scientific research relating to the analysis of sugars and sugar products.
3.3 To provide for the interchange of information between the different countries.
3.4 To agree upon and to publish international Recommendations for uniform methods of sugar analysis.
4.1 The subscribers to the memorandum are the (first) Members of ICUMSA (National Committees).
4.2 The fees payable for membership shall be the amounts specified by the Executive Committee and shall be due and payable on an annual basis.
4.3 A Member of ICUMSA shall cease to be a Member:
4.3.1 by giving written notice to the Board of Officers;
4.3.2 if any subscription payable shall have remained unpaid for twelve months unless the Executive Committee shall otherwise direct; or
4.3.3 if, in the opinion of the Executive Committee, the behaviour of the Member is incompatible with the interests of ICUMSA and the Executive Committee gives notice to the Member to this effect.
4.4 The Members of ICUMSA-OLD shall have their membership transferred to the membership of ICUMSA immediately on the incorporation of ICUMSA.
5 LIABILITY OF MEMBERS
5.1 The liability of each Member is limited to £1, being the amount that each Member undertakes to contribute to the assets of ICUMSA in the event of it being wound up while it is a Member or within one year after it ceases to be a Member, for:
5.1.1 payment of ICUMSA’s debts and liabilities contracted before it ceases to be a Member;
5.1.2 payment of the costs, charges and expenses of winding up; and
5.1.3 adjustments of the rights of the contributories among themselves.
6.1 The Officers may not directly or indirectly alter the rights or obligations attached to membership.
6.2 The rights attached to membership may only be varied if:
6.2.1 three-quarters of the Members consent in writing to the variation; or
6.2.2 a special resolution is passed at a general meeting of the Members agreeing to the variation.
6.3 Any country desiring to affiliate itself with ICUMSA shall form a representative National Committee of ICUMSA through the cooperation of official organisations, trade associations, technical societies, government activities and other agencies in that country, especially interested in the subject of sugars, or in sugar testing, or in sugar production or utilisation. Colonies and protectorates of a country are included as a part of that country.
6.4 In any country, a society, organisation or group may accept sole responsibility for forming the National Committee provided that such an arrangement is approved by the agencies referred to in Article 6.3. There shall be only one National Committee in each country.
6.5 Each National Committee shall have freedom to make its own regulations provided they are not incompatible with the Articles.
6.5.1 A National Committee desiring to join in the work of ICUMSA shall submit satisfactory evidence to the Executive Committee that it conforms to the requirements of this Article.
6.5.2 Each National Committee shall appoint a representative who shall have charge of the correspondence between that Committee and the Board of Officers of ICUMSA, and who shall collect and transmit its contribution to the funds of ICUMSA
6.6 The number of delegates that may be sent by any country to a Members meeting of ICUMSA is not limited.
6.7 The number of votes to which each National Committee is entitled shall be determined by:
Number of Units Number of Votes
Less than 3 1
3 to less than 6 2
6 to less than 12 3
12 to more than 12 4
Where one unit corresponds to 100,000 tonnes of produced and imported sugar combined. For this purpose the tonnes of produced and imported sugar combined shall be the average tonnes of produced and imported sugar combined for the two years immediately preceding the year in which a Members meeting of ICUMSA (Session) in accordance with article 8 is held. Each year covers the time from 1 September to 31 August inclusive.
6.8 In any country where there is no National Committee, organisations or persons interested in the objects of ICUMSA may send representatives to a Members meeting of ICUMSA and they may take part in such meetings. Such representatives shall have no vote, nor shall they have the right to appoint delegates to the Executive Committee.
6.9 The Officers, with the agreement of the Executive Committee, may elect Honorary Life Presidents, Honorary Life Vice-Presidents and Honorary Life General Secretaries. Such Honorary individuals shall have no right to vote.
7 ORGANISATION OF ICUMSA
7.1 The governing body of ICUMSA is the Executive Committee.
7.2 The Executive Committee shall be composed of the following:
The President (an Officer of ICUMSA)
The Immediate Past President
The General Secretary (an Officer of ICUMSA)
The Treasurer (an Officer of ICUMSA)
One or more representatives appointed by each National Committee
7.3 The Executive Committee shall have vested in it, the entire responsibility for the affairs of ICUMSA, as well as its property and funds.
The Executive Committee shall decide upon all applications for membership. It shall also decide upon the ejection of Members due to non-compliance with the Articles and By-Laws. The Executive Committee shall fill all vacancies which may occur in the Board of Officers. The Executive Committee shall carry on its work as much as possible by correspondence and when necessary may vote in writing.
7.4 The Board of Officers perform the administrative function of ICUMSA and shall be composed of the following:-
The General Secretary
7.5 The Board of Officers shall be responsible to the Executive Committee for the proper management of the affairs of ICUMSA. Should conditions arise which would make it advisable, the Board of Officers may form a Committee of Action. Such Committee of Action shall have the same responsibility to the Executive Committee as the Board of Officers.
The General Secretary, in cooperation with the President and the Treasurer, shall have charge of the correspondence and shall be responsible for all the work of the General Secretary’s office.
The Treasurer shall supervise the accounts of ICUMSA and shall approve all payments.
7.6 All Officers of ICUMSA shall serve without monetary compensation.
8 MEMBERS MEETINGS (ICUMSA SESSIONS)
8.1 There shall be a meeting of the Members convened every two years “ICUMSA Session”. The Board of Officers shall prepare the programme of the meetings with the approval of the Executive Committee.
8.2 All Sessions will be chaired by the President (or in his/her absence, a Vice President nominated by the President or, failing such nomination, by the Board of Officers).
8.3 Quorum requirement for Sessions is established in By-Laws clause 3.7. No business shall be transacted at a Session at which a special resolution is to be proposed unless a quorum of National Committees representing a majority of the total voting rights of the Members is present in person or by proxy.
8.4 All Sessions shall be called on at least ninety days’ notice.
8.5 Rules for voting on Recommendations or Resolutions at Sessions are defined in By-Laws 3.1 and 3.2
9 EXECUTIVE COMMITTEE MEETINGS
9.1 The Executive Committee shall meet at least every two years. The business to be conducted at the Executive Committee Meeting shall include, but not be limited to:
9.1.1 a report to the Executive Committee on the previous two years’ activities by the Board of Officers;
9.1.2 receipt and discussion by the Executive Committee of the financial statements of ICUMSA for the preceding two financial periods;
9.1.3 ratification by the Executive Committee of the activities of the Board of Officers in the preceding two-year period; and
9.1.4 approval by the Executive Committee of the appointment or reappointment of the Auditor(s).
9.2 Votes at any Executive Committee meeting shall be cast by a show of hands, unless the majority (by number) of Members present in person call for a poll. The Officers, the past President and the Vice Presidents do not have a vote.
9.3 On a poll, votes may be given personally or by proxy.
9.4 The appointment of a proxy shall be signed by the representative of a National Committee making the appointment and shall be in such form as the Board of Officers may approve.
9.5 A proxy must be a representative of a National Committee. The signed form of proxy must be received by the Board of Officers not later than one week before the date on which the meeting is to be held.
9.6 On a poll, each National Committee (represented by its Representative or by proxy) shall have the number of votes according to the criteria established by the Executive Committee in article 6.7.
9.7 A special resolution proposed at an Executive Committee meeting or a Recommendation to amend or suspend any part of these Articles or By-Laws shall be decided by a majority of not less than 75 per cent of the total votes available; and as required under the provisions of the Companies Act or the Insolvency Acts.
10 WRITTEN RESOLUTIONS
10.1 A resolution in writing agreed by a simple majority (or in the case of a special resolution by a majority of not less than 75 %) of the Members who would have been entitled to vote upon it had been proposed at an Executive Committee meeting, shall be effective provided that a copy of the proposed resolution has been sent to every eligible Member and a simple majority (or in the case of a special resolution by a majority of not less than 75 %) of Members has signified its agreement to the resolution in an authenticated document which has been received at the registered office within the period of 56 days beginning with the circulation date.
11 THE BOARD OF OFFICERS
11.1 Subject to the articles, the Officers are responsible for the management of ICUMSA’s business, for which purpose they may exercise all the powers of ICUMSA.
11.2 The Members of the Board of Officers shall normally meet at least once per year and more often if deemed necessary.
12.1 Subject to the articles, the Officers may delegate any of the powers which are conferred on them under the articles:
to such person or committee;
12.1.2 by such means (including by power of attorney);
12.1.3 to such an extent;
12.1.4 in relation to such matters; and
12.1.5 on such terms and conditions;
as they think fit.
12.2 If the Officers so specify, any such delegation may authorise further delegation of the Officers’ powers by any person to whom they are delegated.
12.3 The Officers may revoke any delegation in whole or part, or alter its terms and conditions.
13 DECISION-MAKING BY OFFICERS
13.1 The general rule about decision-making by Officers is that any decision of the Officers will be a majority decision.
14 CALLING AN OFFICERS’ MEETING
14.1 Any Officer may call an Officers’ meeting by giving notice of the meeting to the Officers or by authorising the General Secretary to give such notice.
14.2 Notice of any Officers’ meeting must indicate –
14.2.1 its proposed date and time;
14.2.2 where it is to take place; and
14.2.3 if it is anticipated that Officers participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
14.3 Notice of an Officers’ meeting must be given to each Officer, but need not be in writing.
15 PARTICIPATION IN AN OFFICERS’ MEETING
15.1 Subject to the articles, Officers participate in an officers’ meeting, or part of an officers’ meeting, when:
15.1.1 the meeting has been called and takes place in accordance with the articles, and
15.1.2 they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
15.2 If all the Officers participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.
16 QUORUM FOR AN OFFICERS’ MEETING
16.1 At an officers’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
16.2 The quorum for Officers’ meetings may be fixed from time to time by a decision of the Officers, but it must never be less than two, and unless otherwise fixed it is two.
16.3 If the total number of Officers for the time being is less than the quorum required, the Officers must not take any decision other than a decision:
16.3.1 to call an Executive Committee meeting so as to enable the Members to appoint further Officers.
17 CHAIRING OF OFFICERS’ MEETINGS
17.1 The Officers may appoint an officer to chair their meetings and the person so appointed for the time being is known as the chairman.
18 CASTING VOTE
18.1 If the numbers of votes for and against a proposal are equal, the Chairman or other Officer chairing the meeting has a casting vote.
19 CONFLICTS OF INTEREST
19.1 If a proposed decision of the Officers is concerned with an actual or proposed transaction or arrangement with the company in which an officer is interested, that Officer is not to be counted as participating in the decision-making process for quorum or voting purposes.
20 RECORDS OF DECISIONS TO BE KEPT
20.1 The Officers must ensure that ICUMSA keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the Officers.
20.2 ICUMSA may from time to time and on such terms as the Board of Officers sees fit, enter into reciprocal arrangements with organisations with similar objectives to those of ICUMSA.
21 OFFICERS’ DISCRETION TO MAKE FURTHER RULES
21.1 Subject to the articles, the Officers may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to Officers.
22 APPOINTMENT OF OFFICERS
22.1 Any individual from a National Committee who is willing to act as an officer, and is permitted by law to do so, may be appointed to be an Officer:
The Officers (President, General Secretary and Treasurer) shall be elected/appointed by the Executive Committee at a plenary session of ICUMSA.
22.3 The term of office of the Officers shall be for four years (maximum). There is no limit to the number of times any Officer may be re-elected. In the event that an elected Officer cannot serve, his predecessor shall continue to serve until a successor shall be elected.
In any case where, as a result of death or resignation, ICUMSA has only one or no Officers, the Nominations and Credentials Committee members shall perform this role until the Executive Committee has had the opportunity to appoint new Officers. This shall take place within six months.
23 TERMINATION OF OFFICER’S APPOINTMENT
A person ceases to be an Officer as soon as:
23.1.1 that person is prohibited from being an officer by law or by virtue of any provision of the Companies Act;
23.1.2 notification is received by ICUMSA from the Officer that the Officer is resigning from office, and such resignation has taken effect in accordance with its terms.
24 OFFICERS’ EXPENSES
24.1 ICUMSA may pay any reasonable expenses which the Officers properly incur in connection with their attendance at:
24.1.1 meetings of Officers or committees of Officers,
24.1.2 general meetings, or
24.1.3 separate meetings, or otherwise, in connection with the exercise of their powers and the discharge of their responsibilities in relation to ICUMSA.
25 CENTRAL ADMINISTRATION
25.1 The Board of Officers shall co-ordinate the activities of ICUMSA, convening its meetings, communicating with the Members, keeping financial accounts, and carrying out such tasks as are considered necessary by the Executive Committee.
26 WORKING GROUPS
26.1 Working Groups will be created by the Board of Officers to address, on a standing basis, specific areas of activity of ICUMSA. Working Groups may also be established by the Board of Officers to fulfil special tasks. The terms of reference and the membership of such Working Groups shall be approved by the Board of Officers.
27 ADMINISTRATIVE ARRANGEMENTS
27.1 Subject to the articles, anything sent or supplied by or to ICUMSA under the articles may be sent or supplied in any way in which the Companies Act provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to ICUMSA.
27.2 Subject to the articles, any notice or document to be sent or supplied to an Officer in connection with the taking of decisions by Officers may also be sent or supplied by the means by which that Officer has asked to be sent or supplied with such notices or documents for the time being.
28 INSPECTION OF ICUMSA’S RECORDS
28.1 Except as provided by law or authorised by the Officers or an ordinary resolution of ICUMSA, no person is entitled to inspect any of ICUMSA’s accounting or other records or documents merely by virtue of being a member of a National Committee of ICUMSA.
29 OFFICERS’ INDEMNITY AND INSURANCE
29.1 Subject to article 29.2, any relevant Officer of ICUMSA may be indemnified out of ICUMSA’s assets against:
29.1.1 Any liability incurred by that Officer in connection with any negligence, default, breach of duty or breach of trust in relation to ICUMSA.
29.1.2 Any other liability incurred by that Officer as an Officer of ICUMSA.
29.2 This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Act or by any other provision of law.
29.3 The Officers may decide to purchase and maintain insurance, at the expense of ICUMSA, for the benefit of any relevant Officer in respect of any relevant loss.
29.4 In this article:
29.4.1 a “relevant Officer” means any Officer or former Officer of ICUMSA.
29.4.2 a “relevant loss” means any loss or liability which has been or may be incurred by a relevant Officer in connection with that Officer’s duties or powers in relation to ICUMSA.
30.1 Each National Committee when called upon shall pay into the general fund of ICUMSA a sum which shall become due in the January of each year according to article 4.2.
30.2 ICUMSA shall adopt a budget for the necessary expenses at each of its Sessions and fix the total of the contributions and its division between the different National Committees for the period extending from that Session to the next Session.
30.3 The contribution per unit shall be stated in the budget and expressed per unit of produced and imported sugar for each National Committee calculated in accordance with Article 6.7. The maximum contribution due from any National Committee shall not exceed that required from a Committee with 12 units.
30.4 If a National Committee does not pay the contribution due according to Article 30.3 and does not act upon reminders sent by the Treasurer during the time between two Sessions it will have no voting power during the Session. In cases of valid reasons put forward by the National Committee involved, the Executive Committee may decide whether this rule should be applied or not.
Following repeated non-payment of its contribution, the Executive Committee may withdraw the affiliation of an offending country.
30.5 Extraordinary expenses such as those which might be incurred in connection with the organisation of congress or research work shall be provided for by special arrangement and such expenses shall not necessarily be charged to ICUMSA.
31.1 A registered auditor will prepare annual accounts, in accordance with UK generally accepted accounting principles, and will submit these, and a report, for approval to the Board of Officers, on an annual basis, and at the Session.
32.1 The By-Laws of ICUMSA, which shall operate in conjunction with these articles and shall be binding on the Members, may be adopted or amended by a special resolution of the Members passed at a general meeting of ICUMSA, or by a special resolution taking effect in accordance with the procedure specified in these articles.
32.2 If there is a conflict between the articles and the By-Laws, the provisions of the articles shall prevail.
33.1 The language to be used shall be English.
34 MODEL ARTICLES
34.1 The model articles for private companies limited by guarantee contained in Schedule 2 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229) shall not apply to ICUMSA.