英国私人有限公担保条款模板.doc

SCHEDULE 2 Regulation 3 MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY GUARANTEE INDEX TO THE ARTICLES PART 1 INTERPRETATION AND LIMITATION OF LIABILITY 1. Defined terms 2. Liability of members PART 2 DIRECTORS DIRECTORS’ POWERS AND RESPONSIBILITIES 3. Directors’ general authority 4. Members’ reserve power 5. Directors may delegate 6. Committees DECISION-MAKING BY DIRECTORS 7. Directors to take decisions collectively 8. Unanimous decisions 9. Calling a directors’ meeting 10. Participation in directors’ meetings 11. Quorum for directors’ meetings 12. Chairing of directors’ meetings 13. Casting vote 14. Conflicts of interest 15. Records of decisions to be kept 16. Directors’ discretion to make further rules APPOINTMENT OF DIRECTORS 17. Methods of appointing directors 18. Termination of director’s appointment 19. Directors’ remuneration 20. Directors’ expenses PART 3 MEMBERS BECOMING AND CEASING TO BE A MEMBER 21. Applications for membership 22. Termination of membership ORGANISATION OF GENERAL MEETINGS 23. Attendance and speaking at general meetings 24. Quorum for general meetings 25. Chairing general meetings 26. Attendance and speaking by directors and non-members 27. Adjournment VOTING AT GENERAL MEETINGS 28. Voting: general 29. Errors and disputes 30. Poll votes 31. Content of proxy notices 32. Delivery of proxy notices 33. Amendments to resolutions PART 4 ADMINISTRATIVE ARRANGEMENTS 34. Means of communication to be used 35. Company seals 36. No right to inspect accounts and other records 37. Provision for employees on cessation of business DIRECTORS’ INDEMNITY AND INSURANCE 38. Indemnity 39. Insurance PART 1 INTERPRETATION AND LIMITATION OF LIABILITY Defined terms 1. In the articles, unless the context requires otherwise— “articles” means the company’s articles of association; “bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland whic