Nottinghamshire Law Society - Memorandum & Articles of Association

THE COMPANIES ACTS 1985

COMPANY LIMITED BY GUARANTEE

AND NOT HAVING A SHARE CAPITAL

MEMORANDUM AND ARTICLES OF ASSOCIATION OF

THE NOTTINGHAMSHIRE LAW SOCIETY

(adopted by Special Resolution passed on 2005)

Constitution and Memorandum

1. In this Articles unless there is something in the context inconsistent therewith:-

“the Society” shall mean The Nottinghamshire Law Society

“Member” shall mean a Member of the Society

“the Statutes” shall mean the Companies Acts then in force and any statutory replacement thereof and the Company Directors’ Disqualification Act 1986 and the Insolvency Act 1986 and any amendments thereto or replacements thereof

“the Register” shall mean the Register of Members to be kept by the Society pursuant to the Statutes

“the Council” shall mean the Members for the time being of the Council of the Society as hereby constituted.

Words of masculine gender shall include the feminine and vice versa.

2. The Articles of Association contained in Table C of the Companies (Tables A to F) Regulations 1985 shall not apply to the Society.

3. The Registered Office of the Society shall be 50 Carrington Street, Nottingham NG1 7FG or such other office within the County of Nottinghamshire as the Council may from time to time determine.

4. The objects for which the Society is established are:-

(1) to support, protect and promote the character, status and interests of the legal profession generally, and in particular of solicitors practising in the City of Nottingham, the County of Nottingham or within a circuit having a radius of 20 miles from the Council House at Nottingham;

(2) to promote honourable practice, and to decide questions of professional usage or courtesy between or amongst solicitors and particularly as between Members of the Society;

(3) to consider all questions affecting the interests of the profession and to initiate and watch over and, if thought necessary or advisable, to petition Parliament or the Department for Constitutional Affairs and promote deputations in relation to any measures directly or indirectly affecting the profession, its regulation or remuneration and to procure changes of law or practice and to promote improvements in the principles and administration of justice and of the law;

(4) to provide information and continuing education to Members of the Society by lectures, discussions, books, correspondence with public bodies and individuals and to encourage the study of the law and for that purpose to provide on such terms and conditions as the Society may from time to time prescribe, a prize or prizes or other rewards or distinctions

(5) carry on all or any of the objects of the Society either alone or in conjunction with any other Law Society or association of solicitors, or other lawyers at home or abroad

(6) to do all such other things as may be incidental or conducive to the attainment of the above objects.

5. The income and property of the Society, from whatever source derived, shall be applied solely towards the promotion of the objects of the Society, as set forth in this Memorandum of Association; and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the persons who at any time are or have been Members of the Society or to any of them, or to any person claiming through any of them. Provided that nothing herein shall prevent the payment, in good faith, of remuneration to any officers or servants of the Society or to any Member of the Society or to any other person in return for any services actually rendered to the Society.

6. Every Member of the Society undertakes to contribute to the assets of the Society in the event of the same being wound-up during the time that he is a member or within one year afterwards, for payment of the debts and liabilities of the Society contracted before the time at which he ceases to be a Member and of the cost, charges and expenses of winding-up the same and for the adjustment of the rights of the contributories amongst themselves.

ARTICLES OF ASSOCIATION OF

THE NOTTINGHAMSHIRE LAW SOCIETY

(Adopted by Special Resolution passed on 2005)

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1. The Society is established for the purposes set out in the Memorandum of Association.

Members

2. The following persons shall be eligible for membership of the Society, namely:-

(1) any practising solicitor;

(2) any solicitor on the Roll who has retired from practice;

(3) any solicitor holding a legal appointment or teaching law whether full or part-time;

(4) any other solicitor approved by the Council.

3. The Council may additionally elect persons including Members who have distinguished legal or other attainments or qualifications as Honorary Members and may elect such persons either for life or for any less period as the Council may determine.

4. Honorary Members shall not sign an application for membership of the Society and shall not have any vote at meetings of the Society or of the Council or of any committee of the Council but may be invited by the Council to sit on the Council or on any committee of the Council and to give the Society their advice and assistance.

5. The Council shall from time to time define the privileges which distinguished Honorary Members shall be entitled to enjoy.

6. The existing Members and such other persons eligible for membership as mentioned in Article 2 shall be elected in accordance with these Articles, and none others, are and shall be Members and be entered on the Register as such.

7. Any eligible person who wishes to become a Member shall sign and deliver to the Secretary, an application in such form as the Council may from time to time prescribe.

8. As soon as conveniently may be after the lapse of 14 days from receipt of such application, the Secretary shall lay such application before the Council to consider and decide upon the application for membership. Admission to membership shall be by Resolution of the Council, unless any Council Member shall call for a ballot, such ballot to take place at the next Council Meeting upon Council having been provided with a written proposal for admission to membership of the said eligible person by a Member, who shall forward to the Secretary a note in writing recommending the candidate as a Member and agree to attend the next Council Meeting, if asked to do so, by the Secretary. In the event of a ballot being held, the eligible person will require a majority of Council Members present to be admitted as a Member.

9. The rights and privileges of every Member shall be personal to himself, and shall not be transferable or transmissible by his own act, or by operation of law.

10. Any Member who shall fail in the observance of any regulation of the Society, or of any by-law, regulation or order of the Council, or who shall, in the judgment of the Council have been guilty of any act, practice or conduct calculated to bring or bringing discredit on the profession of solicitors, or lowering its status, may be excluded from the Society by a Resolution of the Council passed by a majority of 75% of the Members of the Council present and voting at a Council Meeting. The Member whose conduct is in question shall have been given 7 clear days’ notice sent to him to attend the Council Meeting and shall be entitled to be heard by himself or by deputy. If the Council resolve to exclude him, notice in writing shall be sent to him to that effect and the Member may within 7 days next after the sending of such notice, give notice in writing to the Secretary of his intention to appeal from a decision of the Council to an Extraordinary Meeting of the Society which shall be convened by the Secretary and which meeting shall have power by a Resolution passed by a majority of those voting thereon, to confirm, rescind, or vary the Council’s Resolution.

11. The notice convening the Special Council Meeting shall state that it is convened “to consider the conduct of a Member” or to that effect. The notice convening the Extraordinary Meeting of the Society shall state that it is convened to consider an appeal of a Member from exclusion from the Society or to that effect.

12. Any Member may resign his membership on giving not less than one calendar month’s notice in writing to the Secretary of his intention to do so, such notice to expire before the 31 December in any year.

Subscriptions

13. Every Member, not being an Honorary Member or any categories of Members as may from time to time be determined by the Council, shall pay to the funds of the Society, such subscriptions whether annual or otherwise and on such basis as may from time to time be determined by the Council. Subject to the prior approval of the Society in General Meeting, the Council may from time to time raise levies on the Members or any categories of them, in such amount or amounts as may from time to time be so approved. If any Member neglects to pay any subscription, levy or fine for one month after the date upon which the same shall have become due in accordance with the determination of the Council, notice shall be sent to him enclosing a copy of this Article, and after the expiration of 28 days of the sending of such notice, all his privileges shall be suspended if and so long as he shall continue in arrears. Any Member who is in arrears in payment of any subscription, levy or fine for 6 months from the date upon which the same became due (whether or not any such reminder notice as aforesaid shall have been sent to him), shall at the expiration of those 6 months, cease to be a Member, but may be reinstated as a Member if sufficient reason for his default be given to the satisfaction of the Council.

14. The Council may in their absolute discretion fix reduced scales of subscriptions and levies in any particular case or category, or waive the payment of a subscription or levy for any Member, Members or categories of Members.

15. Except as to new Members whose subscriptions for the first year shall become due pro rata for the first year of membership on the day of their election, all annual subscriptions shall fall due on the first day of January in each year, and be payable in advance.

General Meetings of the Society

16. A General Meeting of the Members shall be held once in every calendar year, at such time (not being more than 15 months after the holding of the last preceding Annual General Meeting) and at such place as the Council shall determine. Such General Meetings shall be Annual General Meetings (herein called an “Annual Meeting”) or Extraordinary General meeting (hereinafter called an “Extraordinary Meeting”).

17. An Annual Meeting and a Meeting called for the passing of a Special Resolution shall be called by at least 21 days’ notice in writing, and a Meeting of the Society other than an Annual Meeting or a Meeting for the passing of a Special Resolution shall be called by at least 14 days’ notice in writing. The notice shall be exclusive on the day on which it is served or deemed to be served, and of the day for which it is given and shall specify the place, day and hour of the meeting and the general nature of the business to be transacted, and shall be given in the manner hereinafter mentioned to such persons as are under the Articles, entitled to receive notices from the Society. An accidental omission to give notice of a Meeting, or the non-receipt of any such notice by any Member or Members, shall not invalidate the proceedings at any such Meeting.

18. The business of an Annual Meeting shall be:

(a) to receive and if thought fit to approve the income and expenditure account and balance sheet and the auditors and Council’s reports thereon;

(b) to consider and if thought fit, to adopt, wholly or in part, or in any modified form, the report of the proceedings of the Council since the last preceding Annual Meeting;

(c) to elect Members of the Council for the ensuing year in place of those retiring, and for the purpose of filling existing vacancies;

(d) to elect the auditors for the ensuing year and to fix their remuneration;

(e) to transact any other business of which due notice shall have been given.

19. An Extraordinary Meeting of the Society may be convened at any time by Council and shall be convened by them whenever a requisition signed by at least 20 Members and stating generally the object of such meeting, is left at the Society’s offices. If for 21 days after delivery of such requisition, a Meeting is not convened in accordance therewith, the requisitionists may convene the same.

Proceedings at General Meetings

20. 20 Members personally present shall be a quorum for a General Meeting and no business shall be transacted at any such General Meeting unless the requisite quorum be present at the commencement of the business.

21. The President, or in his absence the Vice President, or in his absence the Deputy Vice President shall preside as Chairman at every General Meeting. If no such Officer is present 10 minutes after the time appointed for holding such Meeting, the Members present shall choose one of their number to be Chairman.

22. If, within 15 minutes from the time appointed for a General Meeting, a quorum is not present, the Meeting shall, if convened on a requisition, be dissolved. In any other case it shall stand adjourned to the same time and day the following week and if at such adjourned Meeting a quorum is not present within 15 minutes from the time appointed, the Members present shall constitute a quorum.

23. The Chairman of any General Meeting may, with the consent of the Meeting, adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned Meeting other than the business left unfinished at the Meeting from which the adjournment took place.

24. At any General Meeting a Resolution put to the vote of the Meeting, shall be decided on a show of hands, and each Member present shall have one vote, and if the votes be equal, the Chairman shall have an additional or casting vote in addition to any vote to which he may be entitled as a Member. No proxies shall be permitted. A declaration by the Chairman that a Resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book containing the Minutes of the proceedings of the Society, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that Resolution.

The Council and Officers of the Society

25. The Council of the Society shall consist of:-

(a) The President

(b) The Vice President

(d) The immediate past President

(e) The Honorary Secretary

(f) The Honorary Treasurer

(g) Such Member as is for the time being a Member of the Council of the Law Society and elected to represent the constituency which includes the County of Nottinghamshire

(h) Any Honorary Members who may be invited to sit on Council as provided in Article 4

(i) Not more than 10 Representative Members appointed pursuant to Article 20

(j) 4 Ordinary Members elected as hereinafter provided

subject as hereafter provided, no person shall be a Member of the Council who is not a Member of the Society.

26. (a) There may be not more than 10 Members of the Council, each of whom at the invitation of Council, shall represent such categories, classes, specialist interest groups or associations of solicitors as shall be selected by the Council from time to time. Such persons are herein referred to as Representative Members and may be selected in such manner as each such category, class, special interest group or association may decide, but preferably by a ballot.

(b) Notice in writing of the election of such Representative Member shall be given by the Secretary or the appointed officer of the category etc aforesaid which he is to represent. A Representative Member may be removed by the body he represents from the Council by such notice as aforesaid.

(c) A Representative Member shall, if not already a Member of the Society, forthwith upon appointment, apply for membership of the Society provided that the Council may resolve that the Representative Member representing any particular Society or Association of Solicitors recognised by the Law Society, need not become a Member of the Society. A Representative Member required to apply for membership of the Society who does not become a Member within 2 months of his appointment, shall cease to hold office as a Representative Member and shall not be eligible for reappointment until he has become a Member of the Society.

27. At the last Meeting of Council before giving notice of an Annual General Meeting, the Council shall appoint from amongst the Members, the following Officers, namely:-

(i) A President

(ii) A Vice President

(iii) A Deputy Vice President

(iv) An Honorary Secretary

(v) An Honorary Treasurer

28. A candidate who has indicated to the President, the Vice President or the Secretary, his willingness to be nominated for the Offices of President, Vice President, Deputy Vice President, Honorary Secretary and Honorary Treasurer, shall be proposed and seconded by Members of the Council. In the event of more than one nomination for any office, an election of Council Members shall proceed by way of secret ballot. That ballot shall be decided by a simple majority of those Members of the Council in attendance at the last meeting of the Council prior to the giving of notice of the Annual General Meeting of the Society. On a ballot involving more than two candidates where no candidate obtains more than half of the votes capable of being cast at the meeting, the candidate with the fewest number of votes shall withdraw. In the event of more than one candidate having equal numbers of votes cast, the President shall have the casting vote or a right to call for a further ballot as he shall determine.

29. The Officers when so appointed shall take up their offices at the conclusion of the Annual General Meeting next following their appointment and shall hold their offices until the conclusion of the Annual General Meeting the following year. Pursuant to Article 25 such Officers shall become ex-officio Members of the Council and accordingly shall not be subject to re-election to the Council whilst holding office.

30. Any meeting of the Society shall from time to time have power to increase or reduce the number on the Council provided that notice of any motion having that object shall be given in the notice convening the meeting.

31. At each Annual Meeting there shall be elected by the Members of the Society, four Ordinary Members of the Council as follows:-

(i) At least one engaged in private practice who shall have his or her principal office of practice within the areas administered by Newark & Sherwood District Council or Bassetlaw District Council.

(ii) At least one engaged in private practice who shall have his or her principal office of practice in the areas administered by Mansfield District Council or Ashfield District Council.

(iii) At least one engaged in private practice who shall have his or her principal office of practice in the area of Broxtowe, Rushcliffe or Gedling District Council or any areas outside the City of Nottingham from which Members of the Society may be elected.

(iv) At least one who shall not be in private practice.

32. At every Annual Meeting one of the Ordinary Members of the Council shall retire from office and shall be ineligible for re-election at that meeting. The Ordinary Member of the Council to retire at every Annual General Meeting shall be the one who has been longest in office since their last election, but as between persons who became Members of the Council the same day, the one to retire shall be determined by lot.

33. Retiring Officers and ex-officio members shall be eligible immediately for election as Ordinary Members or to sit as Representative Members.

34. The Council shall each year nominate (by ballot or by such other method as the Council may determine) those Representative Members and Ordinary Members not otherwise due to retire as provided herein as eligible for re-election at the next Annual Meeting and Members of Council so nominated shall be deemed to have been duly nominated by two Members of the Society and due notice in writing of their nomination to sit as Members of the Council shall deemed to have been given.

35. No person other than a Member of the Council nominated for re-election under Article 34, or appointed under Article 27 shall be eligible for election as a Member of the Council at any Meeting of the Society unless he shall have consented in writing to be so nominated and shall have been nominated in writing by two Members and notice in writing of such nomination together with such written consent shall have been communicated in writing to the Secretary at least 28 days before the Annual Meeting and shall be stated in the Notice convening the Meeting.

36. Vacancies on the Council (except casual vacancies which may be temporarily filled by the Council itself under its powers hereinafter set out) shall be filled at the Annual Meeting and the election shall be made by voting papers delivered to the Chairman of the Meeting by the Members then personally present. In the case of an equality of votes, the Chairman shall have second or casting vote.

37. The quorum for a Meeting of the Council shall be 8 Members, except where under these Articles it is expressed that the quorum for some special purpose shall exceed that number. The President or in his absence the Vice President or in his absence the Deputy Vice President, shall preside as Chairman at every Meeting of the Council. If at any Meeting no such other Officer shall be present 10 minutes after the time appointed for holding such Meeting, the Members of the Council then present shall choose one of their number to chair the Meeting. Questions arising at a Council Meeting shall (except where otherwise expressly provided in these Articles) be decided by a majority of votes. In the case of any equality of votes, the Chairman of the Meeting shall have a second or casting vote.

38. At least 6 Ordinary Meetings of the Council shall be held each year on such days as the Council shall fix, and 5 days’ notice of each such Meeting shall be given to each Member of the Council.

39. The President may call a Special Council Meeting which shall mean a Meeting of the Council of which not less than 2 clear days’ notice is given to each Member of the Council specifying the nature of the business to be transacted, and no other business other than that specified in such Notice shall be transacted at a Special Council Meeting.

40. A Member of the Council shall cease to be a Member of the Council and shall vacate any Office held by him if:-

(a) he shall without leave of absence from the Council, be absent from 3 Ordinary Meetings of the Council in any period of 12 months and if the Council shall resolve that such Member do retire from the Council;

(b) he shall cease for any reason to be a Member;

(d) he shall become bankrupt or a patient for the purposes of any statute or shall be suspended from practices as a solicitor or shall be struck-off the Roll or convicted of any offence or of any conduct which in the opinion of the Council renders it improper or inadvisable that he should continue as a Member of the Council.

41. The Members of the Council for the time being shall have power at any time and from time to time to appoint any Member of the Society to fill a casual vacancy occurring in the Officers of the Society or in the Ordinary Members of the Council.

Powers and Duties of the Council

42. The Council shall manage the affairs of the Society. In furtherance and not in limitation of the general powers conferred by or implied, it is expressly declared that the Council shall be entrusted with, and exercise and perform, the following powers and duties:-

(a) To regulate its own proceedings subject to the provisions hereinbefore contained as to quorum.

(b) To delegate any of its powers or duties to Committees consisting of such persons, including Non-Members of the Society, as shall be selected by the Council. In addition any such Committee may, subject to the approval of the Council, co-opt any person whether or not they are Members, provided always that more than half the members of any such Committee shall be Members of the Society. The Council may fix the quorum for any Committee

(c) At a Council Meeting, to fill any vacancy in the Council or its Officers, occasioned by the death or resignation or other vacancy howsoever arising, during the interval between one Annual Meeting and another;

(d) At a Council Meeting to co-opt any Member as a Member of the Council until the next Annual Meeting, provided there shall not be more than 5 such co-opted Members at any one time.

(e) To oppose the admission of any person as a solicitor, or the renewal of the Certificate of any solicitor, or to apply to have the name of any solicitor struck-off the Roll for malpractice or other misconduct, or to prosecute, or aid in the prosecution of unauthorised practitioners.

(f) To maintain a law library and for that purpose to select, purchase, sell and exchange books and other publications and to make from time to time rules, regulations and conditions under which Members shall be allowed to use and remove books from the library.

(g) To decide upon the admission or rejection of persons desirous of becoming Members of the Society and to accept resignations of Members.

(h) To make such regulations or by-laws on matters which are authorised by these Articles to be determined by such regulations or by-laws and for every case of exigency which may arise, not provided for by then existing regulations, such regulations to be enforced until it is otherwise resolved by a majority of the members present at a General Meeting of the Society. Provided that no regulation shall be made if its effect would be to constitute or involve any alteration or addition to these Articles.

(i) To decide on such disputed points or ethics or practice and to arbitrate of such questions between solicitors as may be submitted to it, and to establish rules of practice.

(j) To petition or lobby The Law Society, The Crown, Parliament, any Department or Officer of the Government or any public, statutory or regulatory body or functionary.

(k) To promulgate, promote and do all such acts as it may think necessary for effecting the objects of the Society, as set out herein, being indemnified by the Society against all expenses or liabilities to be therein incurred.

(l) To dispose of the funds of the Society for the purposes set out herein and to purchase any freehold or leasehold property for the use of the Society and to purchase any books or effects and from time to time to invest in any investments for the time being authorised with power to sell and vary such investments or any part thereof and to dispose of the said funds towards the promotion of the objects of the Society.

(m) To appoint and from time to time remove such salaried and other staff as may from time to time be considered necessary and to fix the remuneration and other conditions of service of all such persons.

(n) To exercise all such powers and effect all such acts and things as are or shall be by statute or these Articles directed or authorised to be done by the Society and not hereby expressly directed to be done by the Society in General Meeting, but subject nevertheless to any statutory provisions and these Articles and subject also to such (if any) regulations or stipulations as may from time to time be determined by any General Meeting of the Society.

(o) To provide continuing education for the Members whether by seminars, lectures or other means of dissemination of information on such terms and conditions as may from time to time be considered necessary.

(p) To foster international relations with lawyers and attorneys in other jurisdictions

43. The Council may borrow or raise from time to time for the purpose of the Society, or secure the payment of such sums as it thinks fit and may secure the repayment or payment of any such sums by mortgage or charge upon all or any of the property or assets of the Society or by the issue of Debentures or otherwise as the Council may think fit. The sum so raised or outstanding as aforesaid shall not exceed in the aggregate at any one time the sum of £100,000 without the consent of the Society in General Meeting.

Accounts and Audit

44. The Council shall cause the accounts to be kept of the sums of money received and expended by the Society and the matters in respect of which such receipt and expenditure took place of the assets, credits and liabilities of the Society and of all sales and purchases of goods and services by the Society.

45. Auditors shall be appointed and their duties regulated in accordance with the statutes. The Council shall make a report to the Annual General Meeting to be held in the month of April in each year or such other month as the Council shall from time to time determine, such report to include income and expenditure accounts, balance sheets and any further reports as are referred to in those sections. A copy of every balance sheet (including every document required by the Statutes to be annexed thereto) which is to be laid before the Society in General Meeting together with a copy of the Auditor’s Report shall not less than 21 days before the date of the Meeting, be sent to all persons entitled to receive Notice of General Meetings of the Society, provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Society is not aware.

Minutes

46. Minutes of the proceedings of every Meeting of the Society and of every Meeting of the Council shall be recorded in a Minute Book or Books to be kept for that purpose and such Minutes shall be signed by the Chairman of that or of the next following Meeting. The Council shall have power to determine to what extent and under what conditions and at what time the Minute Books shall be open for the inspection of Members.

Alteration of Articles

47. The Society may from time to time by Special Resolution repeal or alter all or any of the regulations contained in these Articles and make new regulations in lieu thereof or in addition thereto and any such regulations and any such new regulations shall be subject to modification in like manner.

Notices

48. Notice of all General Meetings shall be given to each Member. A Notice may be given by the Society to any Member either personally or by sending it by first-class post, Document Exchange or electronic mail at the Member’s address as registered in the records of the Society. Where a Notice is sent by post or the Document Exchange system, the Notice shall be deemed to be effected in the case of postal service by properly addressing, pre-paying and posting, in the case of the Document Exchange system by properly addressing and placing the letter containing the Notice in the onward box at the Document Exchange and in the case of electronic mail, by despatching an electronic communication to the Member’s electronic address and in all such cases, the Notice shall be deemed to have been effected at the expiration of 24 hours after the communication containing the same were so posted, placed or sent.

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