Appendix to Memorandum and Articles of Association
Appendix to Memorandum and Articles of Association of Basingstoke Community Churches.
Company limited by guarantee, registered in England and Wales, number 3476768
Registered charity number 1067316
- The company was incorporated on 5th December 1997 and received charitable status on 9th January 1998.
- The company was preceded by Basingstoke Community Church Trust which transferred all its assets and liabilities to the new company on 1st April 1998.
- The name was changed on 12th December 2000 from Basingstoke Community Church to Basingstoke Community Churches.
- At a General Meeting of the members on January 28th 2002 the following three elective resolutions were adopted:
1. Resolution to dispense with an annual general meeting:
It was agreed that in accordance with section 366A of the Companies Act 1985, the Company shall dispense with the holding of annual general meetings.
2. Resolution to dispense with the laying of accounts at annual general meetings:
It was agreed that in accordance with section 252 of the Companies Act 1985, the Company shall dispense with the laying of accounts and reports before the Company in general meeting.
3. Resolution to dispense with the appointment of auditors annually
It was agreed that in accordance with section 386 of the Companies Act 1985, the Company shall dispense with the obligation to appoint auditors annually.
- It was noted that the legal position after adopting these resolutions remains that:
- Any of these elective resolutions may be revoked by passing an ordinary resolution.
- Any member of the Company can require an AGM to be held by giving notice to the company at least 3 months before the end of the calendar year.
- At a meeting of the trustees on 26th June 2017 the following were noted concerning the minimum number of trustees and the number of trustees required for a quorum as laid out in the Articles of Association:
1. Articles of Association paragraph 26 states that the minimum number of trustees shall not be less than three. Whilst maintaining this as the legal position, the trustees nevertheless recommend that, for the size of our charity, the minimum number of trustees should not be less than five.
2. Articles of Association paragraph 39 states that the quorum for the transaction of the business of the trustees shall not be less than one third of their number or two trustees, whichever is the greater. Whilst maintaining this as the legal position, the trustees nevertheless recommend that, in normal circumstances, a quorum should consist of two-thirds of their number (rounded to the nearest whole number where appropriate).