1. Application of the model articles
1.1 The model articles for private companies limited by guarantee contained in Schedule 2 to the Companies (Model Articles) Regulations 2008 apply to the Company, except where they are modified or excluded by these Articles.
1.2 If there is any inconsistency between these Articles and the model articles, these Articles shall prevail.
2. Definitions
In these Articles:
- “Company” means Spiritbound Events Limited.
- “director” means a director of the Company.
- “member” means a person entered in the Company’s register of members.
- “objects” means the objects set out in Article 3.
- “surplus” means income or property remaining after payment of the Company’s proper costs and liabilities.
3. Objects
The objects of the Company are:
3.1 To organise and conduct paranormal investigations, ghost hunts, vigils, sleepovers, tours and related public or private events.
3.2 To encourage responsible interest, participation and education in paranormal investigation.
3.3 To promote knowledge of local history, folklore, historic buildings, heritage locations and accounts of alleged paranormal activity.
3.4 To undertake, support and publish research relating to paranormal experiences, investigative practices, historical locations and associated subjects.
3.5 To work with historic properties, community venues, custodians, volunteers, investigators and other organisations.
3.6 To provide safe, responsibly managed and, where reasonably practicable, accessible paranormal events and educational experiences.
3.7 To acquire, maintain and use equipment required for paranormal investigations, event safety, historical research, education and Company administration.
3.8 To raise funds and receive grants, donations, sponsorship and other lawful income in support of the objects.
3.9 To carry out any lawful activity incidental or conducive to achieving the objects.
4. Non-profit operation
4.1 The income and property of the Company shall be applied solely towards promoting its objects.
4.2 No part of the Company’s income, property or surplus shall be paid or transferred directly or indirectly to any member by way of dividend, bonus, distribution of profit or otherwise.
4.3 Any operational surplus shall be retained and used for the Company’s objects, future events, equipment, venue costs, insurance, safety, education, research, administration or reasonable reserves.
5. Permitted expenditure
Nothing in Article 4 prevents the Company from:
5.1 Paying reasonable and proper amounts to an independent supplier for goods or services supplied to the Company.
5.2 Reimbursing a director, member or volunteer for reasonable expenses properly incurred on behalf of the Company, provided suitable receipts or other evidence are supplied.
5.3 Paying reasonable wages to an employee who is neither a director nor a member.
5.4 Purchasing appropriate insurance for the Company, its directors, members, volunteers, participants, equipment and activities.
5.5 Paying taxes, professional fees, venue charges and other legitimate operating costs.
6. Director remuneration and expenses
6.1 Directors may undertake genuine services for the Company in addition to their duties as directors, including organising, managing or attending events, administration, promotion, research and paranormal investigation services.
6.2 A director may receive reasonable remuneration for:
- services provided as a director; and
- other genuine services provided to the Company.
6.3 Any remuneration must:
- be reasonable and proportionate to the work performed;
- be in the Company’s best interests;
- be affordable without undermining the Company’s objects;
- be properly recorded in the Company’s accounts and minutes;
- comply with applicable employment and tax requirements; and
- not constitute a distribution of profits merely because the recipient is a director or member.
6.4 A director must declare their interest in any proposed payment or employment arrangement.
6.5 An interested director must not vote on their own remuneration or count towards the quorum for that decision, except where permitted by law and these Articles.
6.6 Because the Company initially has only two directors, any remuneration must be approved in advance by the other, unconflicted director and recorded in writing.
6.7 The Company may reimburse directors for reasonable expenses properly incurred on Company business, subject to suitable receipts or other evidence.
6.8 Nothing in this Article permits dividends, bonuses representing a distribution of profits, or other payments made solely because a person is a member.
7. Liability of members
The liability of each member is limited to £1, being the amount each member undertakes to contribute to the Company’s assets if it is wound up while that person is a member or within one year after ceasing to be a member.
The contribution may be applied towards:
- the Company’s debts and liabilities;
- winding-up expenses; and
- adjustment of the rights of contributories.
8. Membership
8.1 The subscribers to the memorandum of association shall be the first members.
8.2 Membership shall ordinarily be restricted to the directors of the Company.
8.3 A person may only become a member if:
- the person is appointed as a director;
- both existing members approve the admission in writing; and
- the person agrees to the £1 guarantee.
8.4 Membership is personal and cannot be sold, transferred or assigned.
8.5 A person’s membership terminates when that person:
- dies;
- ceases to exist;
- resigns as a member by written notice;
- ceases to be a director, unless both remaining members resolve otherwise; or
- is removed in accordance with the Companies Act 2006 and these Articles.
9. Number of directors
9.1 The Company shall have at least two directors.
9.2 The members may determine a maximum number of directors by unanimous written resolution.
9.3 No person shall be appointed as an additional director unless both existing members approve the appointment.
10. Directors’ decisions
10.1 The quorum for a directors’ meeting is two directors.
10.2 Each director has one vote.
10.3 A directors’ decision requires a majority of eligible directors entitled to vote.
10.4 When the Company has only two directors, both directors must agree for a directors’ resolution to be passed.
10.5 The chair of a directors’ meeting shall not have a casting vote. Article 13 of the model articles is excluded.
10.6 A written directors’ resolution is valid when signed or otherwise approved in writing by every eligible director.
10.7 Directors may participate in meetings in person, by telephone, video conference or another method that allows every participant to communicate with the others.
11. Members’ decisions
11.1 Each member has one vote.
11.2 The quorum for a general meeting is two members.
11.3 A resolution may be passed in writing where permitted by the Companies Act 2006.
11.4 Statutory voting thresholds for ordinary and special resolutions continue to apply.
11.5 The chair of a general meeting does not have a casting vote.
12. Conflicts of interest
12.1 A director must declare the nature and extent of any direct or indirect interest in a proposed or existing transaction or arrangement with the Company.
12.2 Unless permitted by law and approved by the other unconflicted director, an interested director:
- shall not vote on the matter; and
- shall not count towards the quorum for that matter.
12.3 All declarations and decisions concerning conflicts must be recorded in the Company’s minutes.
12.4 No director or member may use Company property, information, opportunities or funds for unauthorised personal benefit.
13. Deadlock
13.1 A deadlock occurs when the two directors or members are unable to agree on a decision essential to the continued operation of the Company.
13.2 When a deadlock occurs, the parties shall:
- record the disputed matter in writing;
- meet in good faith within 14 days to seek a resolution; and
- if unresolved, attempt mediation with an independent mediator agreed by both parties.
13.3 Unless urgent action is reasonably required to protect a person, property or the Company from serious harm, neither party shall take unilateral action concerning the disputed matter while the deadlock procedure is underway.
13.4 If mediation does not resolve the matter, the members may consider any lawful course of action, including restructuring the Company or winding it up.
14. Records and financial controls
14.1 The directors must ensure that proper accounting records, minutes, membership records and statutory registers are maintained.
14.2 Company money must be held in an account in the Company’s name.
14.3 Payments must be authorised in accordance with financial procedures approved by both directors.
14.4 The directors shall ensure that the Company complies with its accounting, confirmation statement, tax and Companies House obligations.
15. Dissolution and remaining assets
15.1 If the Company is wound up or dissolved, any property remaining after its debts and liabilities have been satisfied shall not be distributed to its members.
15.2 The remaining property shall be transferred to one or more UK organisations which:
- operate on a non-profit basis;
- have objects similar to or compatible with the Company’s objects; and
- prohibit the distribution of income and property to their members to at least the same extent as these Articles.
15.3 The recipient shall be selected unanimously by the members before dissolution or, if they cannot agree, by the person administering the winding up.
15.4 If no suitable organisation can be identified, the remaining property shall be applied for a lawful community, heritage or educational purpose consistent with the Company’s objects.
16. Amendments protecting the non-profit structure
16.1 These Articles may only be amended by a special resolution passed in accordance with the Companies Act 2006. 16.2 No amendment may authorise the distribution of Company profits or remaining assets to members while the Company is intended to operate as a non-profit organisation.