THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION
FEDERATION OF COMMERCIAL AUDIO VISUAL AND VIDEO LIBRARIES LIMITED
1. The name of the Company is "FEDERATION OF COMMERCIAL AUDIO VIDEO LIBRARIES LIMITED" (hereinafter called "FOCAL").
2. The Registered office of FOCAL will be situated in England and Wales.
3. (1) The objects for which FOCAL is established are:-
A. To develop and promote an international association representing film and videotape libraries throughout the world and to provide and undertake services in relation to programmes and materials for the mutual commercial benefit of the association and its members.
B. To draft, agree and maintain an international code of practice relation to access and research procedures and to provide within the code of practice procedures whereby members of FOCAL report on copyright laws of their own countries and generally to take any steps for the purpose of increasing information and reducing copyright infringement and to introduce such procedures as will discourage such infringement and such other unauthorised use.
C. To produce a directory or directories setting out members of FOCAL and a description of materials they hold to produce a newsletter or newsletters, circulars and communications of all kinds promoting the interchange circulation and publications of information to its members and to keep and maintain contact with other organisations involved in the distribution preservation and cataloguing of audio visual materials and between the members in any manner which the members feel will best achieve the objects of FOCAL.
D. To promote the use of Stock Material by the members whenever and wherever they consider it advantageous to FOCAL including attending international film and television markets to increase and enhance consumer awareness of all materials the members make available. To provide the programme makers with a central source of information on collections held by members such information including the content of any collections and procedures for access to any information so gathered, collected and retained.
E. To organise and hold meetings and seminars for the purposes of exchanging views ideas sources and to discuss and debate the subjects of copyright sales promotion and the state of technical standards throughout the world and any other subject which the members of FOCAL consider relevant incidental or conclusive to the aforementioned subjects and which may assist in achieving the objects of FOCAL by its members.
F. To purchase, take on lease or in exchange, hire or otherwise acquire real and personal property and any rights or privileges and to construct, maintain and alter any buildings or erections.
G. To sell let mortgage dispose of or turn to account all or any of the property or assets of the Association.
H. To borrow or raise money on such terms and on such security as may be thought fit.
I. To invest the moneys of the Association not immediately required for its purposes in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided.
J. To grant pensions, superannuation, allowances or gratuities to persons who are or have been in the employment or service of the Association and to the relatives or dependants of such persons.
K. To do all such other things as are incidental or conducive to the attainment or furtherance of the said objects or any of them.
4. The income and property of the Association shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association.
5. The Liability of the members is limited.
6. Every member of the Association undertakes to contribute such amount as may be required (not exceeding £1.00 (one pound) to the assets of the Association if it should be wound up while he is a member or within 1 (one) year after he ceases to be a member of payment of the Association’s debts and liabilities contracted before he ceases to be a member of the costs charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves.
7. We the several persons who names and addresses are subscribed are desirous of being formed into a Company in pursuance of this Memorandum of Association.
THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION OF FEDERATION OF COMMERCIAL AUDIO VISUAL AND VIDEO LIBRARIES LIMITED
1. In these presents the words standing in the first column of the Table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context.
The Act The Companies Act 1985 and every statutory modification and re-enactment thereof for the time being in force.
These Articles These Articles of Association and the regulations of the Association from time to time in force.
The Association - The above named Company.
The Council - The Board of Directors for the time being of the Association.
The Office - The registered office of the Association.
The Seal - The common seal of the Association.
The United Kingdom - Great Britain and Northern Ireland.
Month - Calendar month.
In writing - Written, printed or lithograph, or partly one and partly another and other modes or representing or producing words in a visible form.
Clear days - In relation to a period of notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.
And the words importing the singular number only shall include the plural number and vice versa
Words importing the masculine gender only shall include the feminine gender and
Words importing persons shall include corporations
Subject as aforesaid any words or expressions defined in the Act shall if not inconsistent with the subject or context bear the same meanings in the Articles.
2. The Association is established for the purposes expressed in the Memorandum of Association.
3. The subscribers to the Memorandum of Association and such other persons as the Council shall admit to membership in accordance with the Articles shall be members of the Association. No person shall be admitted as a member of the Association unless he is approved by the council. Every person who wishes to become a member shall deliver to the Association an application for membership in such form as the Council require executed by him
4. A member may at any time withdraw from the Association by giving at lease 7 (seven) clear days’ notice to the Association Membership shall not be transferable and shall cease on death.
5. The Council shall have power from time to time to make Bye-Laws prescribing the conditions of admission to membership, including conditions excluding from members in any grade or grades the right to vote and for transferring a member from one class to another.
6. Members of the Association shall be entitled to describe themselves as being members thereof in their different grades if appropriate to receive all publications of the Association to attend all meetings lectures and other functions arranged by the Association to receive such advice and assistance in connection with their professional work as the Council may be able to offer.
7. Every member of the Association shall seek to further to the best of his ability the objects interests and influence of the Association and shall observe all the Bye-Laws made pursuant to the powers in that behalf herein contained.
8. A member of the Association shall cease to be a member:-
If such member resigns by giving notice in writing of resignation.
If being an individual he becomes of unsound mind.
If after the issue of at least 2 (two) written requests for payment there shall be default for a period of 1 (one) month in the payment of any subscription payable by him or payment in respect of him of the Association unless the Council shall consider there to be extenuating circumstances.
If he otherwise ceases to qualify for membership under the Articles.
Provided always that any member who ceases to be a member shall remain subject to any liability imposed upon him by the Statutes and shall remain liable for all subscriptions and contributions due from or imposed upon him for the year in which he shall cease to be a member.
9. The Council shall have power from time to time to make Bye-Laws prescribing the exclusion of any member from the Association apart from in accordance with Article 8 above.
10. The Council shall make Bye-Laws from time to time to fix annual subscriptions payable by the various by the various classes of members.
11. The Association shall hold a General Meeting in every calendar year as its Annual General Meeting at such time and place as may be determined by the Council and shall specify the meeting as such in the notices calling it provided that every Annual General Meeting except the first shall be held not more than 15 (fifteen) months after the holder of the last preceding Annual General Meeting and that so long as the Association holds its first Annual General Meeting within 18 (eighteen) months later its incorporation it needed not hold it in the year of its incorporation or in the following year.
12. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.
13. The Council may whenever they think fit convene an Extraordinary General Meeting and Extraordinary General Meetings shall also be convened on such requisition or in default may be convened by such requisitionists as provided by section 368 of the Act.
14. Two calendar months notice in writing at the least of every Annual General Meeting and of every meeting convened to pass a Special Resolution and 28 (twenty-eight) clear days’ notice in writing at the least of every other General Meeting specifying the place the day and the hour of meeting and in the case of special business the general nature of that business shall be given in manner hereinafter mentioned to such persons (including the Auditors) as are under these Articles of under the Act entitled to receive such notices from the Association but with the consent of all the members having the right to attend and vote thereat or of such proportion of them as is prescribed by the Act in the case of meetings other than Annual General Meetings a meeting may be convened by such notice as those members may think fit.
15. The accidental omission to give notice of a meeting so or the non-receipt of such notice by any person entitled to receive notice thereof shall not invalidate any resolution passed or proceeding had at any meeting.
PROCEEDINGS AT GENERAL MEETINGS
16. All business shall be deemed special that is transacted at an Extraordinary General Meeting and all that is transacted at an Annual General Meeting shall also be deemed special with the exception of the consideration of the income and expenditure account and balance sheet and the reports of the Council and of the Auditors the election of members of the Council in the place of those retiring and the appointment of and the fixing of the remuneration of the Auditors.
17. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided the quorum shall be two members personally present or any such other number as the Council may from time to time determine.
18. If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present the meeting if convened on the requisition of members shall be dissolved in any other case it shall stand adjourned to the same day in the next week at the same time and place or at such other place as the Council may determine.
19. The Chairman (if any) of the Council shall preside as Chairman at every General Meeting, but if there be no such Chairman or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding the same or shall be unwilling to preside the members present shall choose some member of the Council or if no such member be present or if all the members of the Council present decline to take the chair they shall choose some member of the Association who shall be present to preside.
20. The Chairman may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or some notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid the members shall not be entitled to any notice of an adjournment or of the business to be transacted at an adjourned meeting.
21. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is before or upon the declaration of the result of the show of hands demanded by the Chairman or by the least five members present in person or by proxy or by a member or members present in person or by proxy and representing one-tenth of the total voting rights of all members having the right to vote at the meeting and unless a poll be so demanded a declaration by the Chairman of the meeting that a resolution has 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 minute book of the Association 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 demand for a poll may be withdrawn.
22. Subject to the provisions of Article 21 if a poll be demanded in manner aforesaid it shall be taken at such time and place and in such manner as the Chairman of the meeting shall direct and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
23. No poll shall be demanded on the election of a Chairman of a meeting or on any question of adjournment.
[ 24. In the case of an equality of votes whether on a show of hands or on a poll the Chairman of the Meeting shall be entitled to a second casting vote .]delete?
25. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.
26. Subject to the provisions of the Act a resolution in writing signed by all the members for the time being entitled to receive notice of and to attend and vote at General Meeting (or being corporations by their duly authorised representatives) shall be as valid and effecting as if the same had been passed at a General Meeting of the Association duly convened and held.
VOTES TO MEMBERS
27. Subject as hereinafter provided every member other than members admitted as non-voting members shall have one vote.
28. Save as herein expressly provided no member other than a member duly registered who shall have paid every subscription and other sum (if any) which shall be due and payable to the Association in respect of his membership shall be entitled to vote on any question either personally or by proxy or as a proxy for another member at any General Meeting.
29. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered and every vote not disallowed at the meeting shall to valid. Any objection made in due time shall be referred to the Chairman whose decision shall be final and conclusive.
30. Votes may be given on a poll either personally or by proxy. On a show of hands a member present only by proxy shall have no vote but a proxy for a corporation may vote on a show of hands. A corporation may vote by its duly authorised representative appointed as provided by section 375 of the Act A proxy need not be a member.
31. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if such appointer is a corporation under its common seal if any and if none then under the hand of some officer duly authorised in that behalf.
32. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy thereof shall be deposited at the office not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposed to vote or in the case of a poll not less than twenty-four hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.
33. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed provided that no intimation in writing of the death insanity or revocation as aforesaid shall have been received at the office before the commencement of the meeting or adjourned meeting at which the proxy is used.
34. Any instrument appointing a proxy shall be in the following form or as near thereto as circumstances will admit
"a member of
"and failing him
"as my proxy to vote for me on my behalf at the "(Annual Extraordinary) General Meeting of the "Association to be held on
"19 and at any adjournment thereof
"Signed on 19 ".
The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
COUNCIL OF MANAGEMENT
35. Until otherwise determined by a General Meeting the number of the members of the Council shall not be less than five.
36. The first members of the Council shall be as named in the Statement delivered to the Registrar of Companies pursuant to section 10 of the Act.
37. The Council may from time to time and at any time appoint any member of the Association as a member of the Council either to fill a casual vacancy or by way of addition to the Council provided that the prescribed maximum be not thereby exceed. Any member so appointed shall retain his office only until the next Annual General Meeting but he shall be eligible for re-election.
38. No person who is not a member of the Association and is not a representative appointed pursuant to Section 375 of the Act by a corporation which is a member shall in any circumstances be eligible to hold office as a member of the Council.
POWERS OF THE COUNCIL
39. The business of the Association shall be managed by the Council who may pay all such expenses of and preliminary and incidental to the promotion formation establishment and registration of the Association as they think fit and may exercise all such powers of the Association and do on behalf o the Association all such acts as may be exercised and done by the Association and as are not by the Act or by the Articles required to be exercised or done by the Association in General Meeting subject nevertheless to any regulations of the Articles to the provisions of the Act and to such regulations being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the Association in General Meeting but no regulation made by the Association in General Meeting shall invalidate any prior act of the Council which would have been valid if such regulation had not been made.
40. The members of the time being of the Council may act notwithstanding any vacancy in their body provided always that in case the members of the Council shall at any time be or be reduced in number to less than the minimum number prescribed by or in accordance with the Articles it shall be lawful for them to act as the Council for the purpose of admitting persons to membership of the Association filling up vacancies in their body or of summoning a General Meeting but not for any other purpose.
41. Subject to the provisions of the Act the Secretary shall be appointed by the Council for such time at such remuneration and upon such conditions as they think fit and any Secretary so appointed may be removed by them. The provisions of sections 283 and 284 of the Act shall apply and be observed The Council may from time to time by resolution appoint an assistant or deputy Secretary and any person so appointed may act in place of the Secretary if there be no Secretary or no Secretary capable of acting.
42. The seal of the Association shall not be affixed to any instrument except by the authority of a resolution of the Council and in the presence of at least two members of the Council and of the Secretary and the said members and Secretary shall sign every instrument to which the seal shall be so affixed in their presence and in favour of any purchaser or person bona fide dealing with the Association such signatures shall be conclusive evidence of the fact that the seal has been properly affixed.
DISQUALIFICATION OF MEMBERS OF THE COUNCIL
43. The office of a member of the Council shall be vacated:
If he becomes bankrupt or makes any arrangement or composition with his creditors generally.
If he becomes of unsound mind.
If he ceases to be a member of the Association.
If by notice in writing to the Association he resigns his office
If he ceases to hold office by virtue of any provision of the Act or he becomes prohibited by law from being a Director of a Company.
ROTATION OF MEMBERS OF THE COUNCIL
44. At the first Annual General Meeting and at the Annual General Meeting to be held in every subsequent year one-third of the members of the Council for the time being or if their number is not a multiple of three then the number nearest to one-third shall retire from office.
45. The members of the Council to retire shall be those who have been longest in office since their last election or appointment. As between members of equal seniority the members to retire shall in the absence of agreement be selected from along them by lot. The length of time a member has been in office shall be computed from his last election or appointment. A retiring member of the Council shall be eligible for re-election.
46. The Association may at the meeting at which a member of the Council retires in manner aforesaid fill up the vacated office by electing a person thereto and in default the retiring member shall if offering himself for re-election be deemed to have been re-elected unless at such meeting it is expressly resolved not to fill such vacated office or unless a resolution for the re-election of such member shall have been put to the meeting and lost.
47. No person not being a member of the Council retiring at the meeting shall unless recommended by the Council for election be eligible for election to membership of the Council at any General Meeting unless within the prescribed time before the day appointed for the meeting there shall have been given to the Secretary notice in writing by some member duly qualified to be present and vote at the meeting for which such notice is given of his intention to propose such person for election and also notice in writing signed by the person to be proposed of his willingness to be elected. The prescribed time above mentioned shall be such that between the date when the notice is served or deemed to be served and the day appointed for the meeting there shall be not less than four nor more than twenty-eight intervening days.
48. The Association may from time to time in General Meeting increase or reduce the number of members of the Council and determine in what rotation such increased or reduced number shall go out of office and may make the appointments necessary for effecting any such increase.
49. In addition and without prejudice to the provisions of section 303 of the Act the Association may by Extraordinary Resolution remove any member of the Council before the expiration of his period of office and may by an Ordinary Resolution appoint another qualified member in his stead but any person so appointed shall retain his office so long only as the member in whose place he is appointed would have held the same if he had not been removed.
PROCEEDINGS OF THE COUNCIL
50. The Council may meet together for the dispatch of business adjourn and otherwise regulate their meetings as they think fit and determine the quorum necessary for the transaction of business. Unless otherwise determined five shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman shall have a second or casting vote.
51. A member of the Council may and on the request of a member of the Council the Secretary shall at any time summon a meeting of the Council by notice served upon the several members of the Council.
51.A Regulations 65 to 69 of the Companies (Tables A to F) Regulations 1985 shall apply to the Association as though references therein to "director" and "directors" shall be to "member of the Council" and "members of the Council" respectively and the last sentence of Regulation 66 shall be deleted.
60. The Council shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounting records of the Association or any of them shall be open to the inspection of members not being officers of the Association and no member (not being an officer) shall have any right of inspecting any accounting records or other book or document of the Association except as conferred by statute or authorised by the Council or by the Association in General Meeting.
61. At the Annual General Meeting in every year the Council shall in accordance with the provisions of the Act lay before the Association an income and expenditure account for the period since the last preceding accounting reference date or (in case of the first account) since the incorporation of the Association together with a proper balance sheet made up as at the same date. Every such balance sheet shall be accompanied by proper reports of the Council and the Auditors and copies of such account balance sheet and reports (all of which shall be framed in accordance with any statutory requires for the time being in force) and of any other documents required by law to be annexed or attached thereto or to accompany the same shall not less than twenty-one clear days before the date of the meeting at which they are to be laid be delivered or sent by post to the Auditors and to all the other persons entitled to receive notices of General Meetings in accordance with section 240 of the Act in the manner in which notices are hereinafter directed to be served The Auditors’ report shall be opened to inspection and be read before the meeting as required by section 241 (2) of the Act.
62. In accordance with the provisions of the Act once at least in every year the accounts of the Association shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified Auditors or Auditors.
63. Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act the members of the Council being treated for all purposes as the Directors mentioned in those provisions.
64. A notice may be served by the Association upon any member, either personally or by sending it through the post in a prepaid letter addressed to such member at his registered address as appearing in the register of members.
65. Any member described in the register of members by an address not within the United Kingdom who shall from time to time give the Association an address within the United Kingdom at which notices may be served upon him shall be entitled to have notices served upon him at such address, but save as aforesaid and as provided by the Act only those members who are described in the register of members by an address within the United Kingdom shall be entitled to receive notices from the Association.
66. Any notice if served by post shall be deemed to have been served on the day following that on which the letter containing the same is put into the post and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the Post Office as a prepaid first class letter.
67. If upon the winding up or dissolution of the Association, there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the Association, but shall be transferred either to some other institution (whether or not a member of the Association) having objects similar to the objects of the Association or to some institution (whether or not a member of the Association) the objects of which are the promotion of charity and anything incidental or conducive thereto such institution or institutions to be determined by the members of the Association at or before the time of dissolution.
Benefits are exclusively for members. If you are not a member you can join by subscribing.