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MEMBERSHIP TERMS

FESPA UK Association Membership Terms and Conditions

 

These Terms and Conditions (“Terms”), in conjunction with the Privacy Policy form the agreement between Screen Printing Association UK Ltd t/a FESPA UK (“ FESPA UK”, “we”, “us”, “our”) and organisations/individuals (“Members”, “you”, “your”) who enter into a membership from us (“Membership”).

By entering into a Membership with us, you are agreeing to these Terms. We have a policy of continuous improvement and reserve the right to make changes to these Terms and/or any Member benefits (“Member Benefits”) at any time on reasonable notice. Members who continue to participate in their Membership following a change will be considered to have accepted the updated Terms and/or Member Benefits. For up-to-date Terms and Member Benefits, Members should visit our website.

FESPA UK is a not-for-profit membership organisation for the wide-format, screen, digital and specialist print industry.

Our registered address is Unit 1 Burleigh Court, Burleigh Street, Barnsley, S70 1XY and you can contact us by email at info@fespauk.com

A) Membership Application


1. Membership is divided between the following categories: i) Printer Members and ii) Partner Members. All applications for membership must be submitted by completing the relevant application form. Please email suzi.wilkinson@fespauk.com to request.


2. Membership is available to companies operating as printers and suppliers to the printing industry registered or trading in the United Kingdom.


3. Membership is at our sole discretion


4. Subject to the above requirement having been met, membership is effective upon acceptance of your application by us and on payment of the membership fee.


5. Applicants must ensure that all information provided is, to the best of their knowledge, information and belief, complete and accurate at the date of application. Where false or misleading information is provided, we reserve the right to terminate your Membership without refund or recourse to you.

 

6. Details of any principals of the organisation applying for membership who have held a similar position in a company that has gone into insolvent liquidation in the last five years or who has been the subject of a Disqualification Order under the Company Directors Disqualification Act 1985 should be clearly stated in your application and may, depending on the circumstances, affect acceptance of your Membership application.


7. Each Membership term is one (1) year (12 calendar months), unless specifically agreed otherwise by Us prior to the commencement of the next membership period and this term will automatically renew each year unless terminated by Us.

B) Membership Conditions

1. Members are required, as a condition of Membership, to undertake to commit to the aims of FESPA UK publicly, and provide evidence of this to us, in the form of a web link or screenshot

2. a. Members may use the “Member of FESPA UK” membership logo (“Membership Mark”) and the following Membership statements (“Membership Statements”) on all promotional materials including your website.
i. “Member of FESPA UK”
ii. “FESPA UK Member”
iii. “Working with FESPA UK”

iv. “FESPA UK Partner”
b. Other statements are not acceptable for use, some examples are listed below, and they are not a definitive list:
i. “Certified as sustainable FESPA UK”
ii. “Recommended by FESPA UK”
iii. “FESPA UK approved”
iv. “FESPA UK accredited”
c. Any statement other than the Membership Statements will require our prior written approval.
d. Upon termination or revocation of your Membership, permission to use the Membership Mark and the Membership Statements will be revoked with immediate effect.

3. Members will be registered depending on which sector is appropriate to their business, at our sole discretion.

4. Members commit to actively participate in the activities of the association and support the overall aims and objectives of collaboration and growth for our members

5. We may suspend or expel any Member at any time and terminate your Membership where there is reasonable belief of:
a. Failure to adhere to our Guiding Principles;
b. Any abuse or attempted abuse of the Membership;
c. Any breach of these Terms, FESPA UK and/or our Privacy Policy;
d. Any behaviour relating to your Membership that involves theft, misconduct, abusive or offensive behaviour, supplying false or misleading information or which otherwise prejudices the well-being or reputation of FESPA UK.

6. We will not be liable for any loss or damage resulting from the termination or revocation of your Membership. Members are liable for any and all fees, costs, charges, claims or liabilities (including taxes) of whatever nature arising from their Membership.

7. All Memberships are annual and will renew each year unless terminated by Us. Rights and benefits of Membership commence or are renewed once payment has been received. If Membership fees increase from the previous year, you will be notified 2 months in advance of this increase.

8. Members who require or who operate a purchase order system must provide this to our Accounts Department at least two months in advance of renewal. Details of these should be sent to accounts@fespauk.com.

9. Following an annual membership term, membership will automatically renew for the following year unless notice is given as per clause 10 below.

10. FESPA UK requires TWO MONTHS’ prior written notice of the cessation of membership. Following receipt of the appropriate notice of cessation, membership will cease at the expiration of the current membership period. Failure to provide the necessary notice will result in the following year’s membership being automatically renewed and an invoice for that coming year’s membership issued for payment. The notice period is required to give FESPA UK sight of membership income for prudent financial planning.

11. Members agree not to share any of FESPA UK intellectual property including, but not limited to, the membership mark and the membership statements, with non-member third parties. All rights to the FESPA UK brand are reserved to it. The content and services provided by FESPA UK, either in written form or verbal are protected by database rights and other intellectual property rights. Members may read, print and download material or information provided by their Membership in electronic and hard copy for their private use or use in the ordinary course of the Member’s business, but members may not make any profit from the use of that material or information nor republish, disseminate or transmit any of it, or exploit it for commercial purposes, or make any derivative work, or copy it for any other purpose without first obtaining our prior written permission, or that of the rights owner.

12. We may from time to time suggest goods and services from third party suppliers or partners. If the member uses this information or purchases or acquires goods or services from any third parties, we have no liability for the quality or type of services or goods provided by any third party. We do not endorse, and are not responsible for, the accuracy or reliability of, any such opinion, advice, statement, service, offer, information or content.


13. Membership is non-transferable.


14. You will indemnify us against all direct losses, claims, costs, demands and expenses suffered or incurred by us arising out of or in connection with your membership, your failure to adhere to our Guiding Principles and/or any breach by you of these Terms, our Privacy Policy.

15. Nothing in these Terms shall limit or exclude liability for (i) death or personal injury caused by negligence (ii) fraud or fraudulent misrepresentation (iii) any liability which cannot be limited or excluded by applicable law.


16. Subject to term 15 above, FESPA UK shall have no liability to a Member for (i) loss of profit (ii) any loss of business or business opportunity (iii) any loss of anticipated savings (iv) any loss of goodwill or reputation (v) any indirect or consequential loss.

17. Subject to terms 15 and 16, FESPA UK maximum liability to a Member whether in contract, tort (including negligence), breach of statutory duty or otherwise arising under or in connection with your Membership shall in no event exceed the Membership fee in any Membership year.

C) Confidentiality commitments

1. In collating data via your Membership, FESPA UK acknowledges that it may receive or otherwise become aware of information relating to each Member, its clients, customers, businesses, business plans or affairs, which information is proprietary and confidential (“Confidential Information”).

2. Confidential Information includes without limitation:
a. trade secrets;
b. information and data relating to Members’ (i) existing or potential customers, employees or officers; (ii) inventions, designs, products and/or product lines; (iii) research and development; (iv) production, manufacturing and/or engineering processes; (v) price lists and/or pricing structures; (vi) marketing and sales plans

and/or processes; (vii) business plans or dealings; and/or (viii) finances;
 

3. Confidential Information shall exclude information which:
a. at the time of receipt by FESPA UK  is in the public domain;
b. subsequently comes into the public domain through no fault of FESPA UK, its employees or agents.

4. FESPA UK undertakes to maintain and procure the maintenance of the confidentiality of Members’ Confidential Information at all times and to keep and procure the keeping of Members’ Confidential Information secure and protected against theft, damage, loss or unauthorised access.

5. Any disclosure of Confidential Information shall be in strictest confidence. FESPA UK undertakes to disclose members’ Confidential Information only to those of its employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for analysis of data, which will be anonymised and collated with other Member data before being shared publicly.

6. FESPA UK undertakes not to disclose any Member’s Confidential Information to the FESPA UK Advisory Board. The Advisory Board will not have access to FESPA UK servers and any information presented to the Advisory Board will not contain any confidential information on any member.

7. FESPA UK undertakes to use the Confidential Information disclosed to it by the Member solely in connection with these Terms and the Guiding Principles and not otherwise for its benefit or the benefit of any third-party and to take the same strict control measures with regards to Confidential Information in the event of Membership termination.

D) General Terms


1. These Terms are governed by and construed in accordance with the laws of England and Wales and any disputes will be decided only by the English courts.


2. A person not a party to these Terms shall have no right under the Contract (Rights of Third Parties) Act 1999 to enforce any terms of the Terms.


3. By virtue of its Membership, the Member consents to FESPA UK collecting and storing any information provided by the Member to us on enrolment in the Membership and participation in the Membership. This may include personal data about the Member. Please refer to our Privacy Policy for further information about how we use your data.

4. If any of the provisions of these Terms are found to be illegal, invalid or otherwise unenforceable, then to the extent of such illegality, invalidity or unenforceability, such provisions shall be deleted and severed from these Terms. The remaining enforceable terms shall continue in full force and effect and continue to be binding.

FESPA UK ASSOCIATION RULES

 

 

1 Admission to Membership

 

Membership of the Association shall, subject to the provisions of the Articles of Association (Articles) and of these Rules be open to:-

 

a) i) FULL MEMBERS: All desirable Companies who are principally engaged in Printing and whose business premises are within the United Kingdom. The term "Company" shall include any person partnership firm or limited liability company associations or corporations manufacturing or trading in Printing Election to membership is at the absolute discretion of the Board. 

 

AND: Any person partnership firm limited liability company association or corporation who while not manufacturing or trading in Printing is interested in the development of the Display and Printing Trade and who transacts business with Members of the Association shall be eligible as a Member of the Association.

 

AND: Any person partnership firm limited liability company association or corporation who do not trade in Printing but use the Printing process in the manufacture of their product or who operate a Printing Department as an integral part of their organisation which produces material solely for their exclusive use shall be eligible as a Member of the Association.

 

All FULL MEMBERS are entitled to attend General Meetings of the Association and in accordance with Article 22, 23 and 24 of the Articles every FULL MEMBER present in person or by proxy shall have one vote.

ii) OVERSEAS MEMBERS: Any person partnership firm limited liability company association or corporation who is engaged in manufacturing or trading in Screen Printing and whose business premises are outside Great Britain, shall be eligible as an OVERSEAS MEMBER of the Association. Such OVERSEAS MEMBERS shall be eligible to attend meetings of the Association, but shall not be entitled to vote there at. OVERSEAS MEMBERS must observe the general Rules of the Association. Election as OVERSEAS MEMBERS is at the absolute discretion of the Board.

 

 

b) AFFILIATED BODIES – Companies or organisations which complement or provide similar services to this Association may become affiliated to this Association.  Such AFFILIATED BODIES shall be eligible to attend meetings of the Association, but shall not be entitled to vote there at.  AFFILIATED BODIES shall be elected to affiliation at the absolute discretion of the Board and upon such terms as the Board shall determine.

c) HONORARY MEMBERS - Persons appointed by the Association in General Meetings to be HONORARY MEMBERS. HONORARY MEMBERS shall have all the rights and privileges of other categories of MEMBERS except that they shall not be entitled to vote at General Meetings of the Association or be a member of the Board, unless they also represent other categories of MEMBERS on whose behalf they are authorised to vote at such meetings.

 

2  Application for Entry into the Association

 

Application for entry into the Association shall be made in the form prescribed from time to time by the Board.

 

Wherever possible every candidate for admission as a MEMBER, shall be proposed by one MEMBER (Proposer) seconded by another MEMBER (Seconder) both of whom shall from their personal knowledge vouch for the fitness of the candidate.

 

In the absence of a Proposer and Seconder a member of the Board may elect to inspect the premises product and general background of the applicant and election to membership shall be subject to such report. In any case where a visit and inspection is impracticable, the Board may at its discretion accept as sufficient evidence of quality of product a recent normal specimen of work.

 

Subject to the above, the Board may at its own discretion accept a MEMBER which has not been proposed by a MEMBER.

 

3 Representations of Members

 

Upon admission to membership a MEMBER being a partnership firm limited liability company association or corporation shall nominate in writing an individual person to act as the representative of such MEMBER in all matters concerning business of the Association and shall also nominate a deputy to act in the absence of such a representative. In the absence of a nomination this shall be the individual completing the application process.

 

4 The Board

 

a) The Board shall be composed as follows:

 

  1. The President (Chairperson) 

  2. Vice- President (Vice-Chairperson)

  3. The Immediate Past President

  4. The Association Directors

  5. Up to ten FULL MEMBERS

 

 

b) Method of Election

 

Election of the FULL MEMBERS provided in paragraph 1 above shall be submitted in writing to the Association Directors (having first obtained the consent of the person or persons nominated). If more nominations are received than places available, the election shall be made by a postal ballot or electronic media of all the proposed FULL MEMBERS.

 

 

c) Proceedings of the Board

 

i) The Board shall meet not less than three times per annum.

ii) Subject to the provisions of the Articles, the Board may regulate its proceedings as it thinks fit.

iii) Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes the Association Director shall have a casting vote.

iv) The President may hold such office for not more than three consecutive years. After retirement from office a retiring President shall not be eligible for appointment to that office until expiry of three years from the date of such retirement.

v) No MEMBER shall have more than one representative as a FULL MEMBER of the Board.

vi) No individual shall have more than one seat on the Board, except in the case of the individual holding the office of the Honorary Treasurer which Office may be held in addition to any other Board seat held by that individual.

vii) Appointment to the Board to any Committee which may be formed by the Board shall be personal to the individual appointed and members of the Board of the Committees may not be represented by deputies except by consent of the Board.

viii) The Board may appoint as members of such Committees any officials of member firms or companies who have specialised qualifications knowledge or experience.

ix) Recommendations and decisions of Committees appointed by the Board shall not be binding upon the Association until reported to and ratified by the Board either in writing or at a properly constituted meeting.

x) In the event of any member of the Board absenting themselves from two consecutive meetings of the Board without in the opinion of two thirds majority vote of the Board of those personally present and voting reasonable cause or explanation, such absent member shall at the request of the Board tender their resignation as a member of the Board and/or Officer of the Association. Failing receipt of such resignation within seven days of such request the Board may by resolution passed by majority of two thirds of the. Board present personally and voting remove such member from the Board.

xii) Every member of the Board, Chairperson, Vice-Chairperson, Agent Auditor Secretary and/or Treasurer and any other Officer including every member of any section branch group or any other committee appointed by the Board Section branch or group shall be indemnified out of the assets of the Association against any liability incurred by him in defending any proceedings whether civil or criminal or in which he is acquitted or in connection with any application under the Companies Act 2006 in which relief is granted to him by the Court.

The Senior Board

The Senior Board shall consist of members of the Board and shall have the same responsibilities as the Board and in addition shall have the right to act without reference to the Members or Board in urgent or legally required matters.

The Senior board shall include:

i)          The President (Chairperson). 

ii)        The Vice - President (Vice-Chairperson)

ii)         The Immediate Past President.

iii)        The Association Directors.

iv)        One FULL MEMBER.

6 Sectional & Branch Organisation

a) The Board may at its discretion authorise the following:-

Branch - A Branch shall be properly constituted part of the Association containing all categories of membership and shall be formed on a geographical basis.

Group - A Group shall be formed on a geographical basis as a sub-division of a Branch.

Section - A Section may be formed from any category of membership specialising in a specific aspect of trading production.

b) The Board may at its discretion delegate to any Section, Branch or Group authority over the Members of the Association in that Section, Branch or Group and such other powers as the Board may think proper.

c) Each Section, Branch or Group shall elect its own MEMBERS a Chairperson, Vice-Chairmen and Committee consisting of not more than the number for which a mandate has been granted by the Board. The method of election will be on the same lines as laid down in Rule 4(a) and (b) BOARD.

d) Should in the opinion of the Board and Section, Branch or Group contravene the Articles or Rules for the time being of the Association or fail to refuse to carry out or observe the instructions of the Board the decision of MEMBERS of the Association in General Meeting the Board shall have power to disband such Section, Branch or Group take possession of its property and either re-organise the Section, Branch or Group or otherwise deal with the situation as the Board may deem advisable.

e) Except as the Board may from time to time otherwise decide Sections or Groups shall have no Executive power and all decisions and recommendations of such Sections, Branches or Groups shall be subject to ratification by the Board, Sections, Branches or Groups shall have no power to negotiate with any outside bodies except in accordance with the directions of the Board.

f) The Chairperson failing which the Vice-Chairperson of any Section, Branch or Group shall preside at all meetings of that Section, Branch or Group and if at any meeting neither the Chairperson nor the Vice-Chairperson is present within five minutes after the time appointed for holding the meeting the members present may choose one of their number to be Chairperson for the meeting.

g) Each Section, Branch or Group may meet for the dispatch of its business adjourn and otherwise regulate its meetings as it thinks fit. Questions arising at any meeting shall be decided by a majority of votes of members present and voting and in case of an equality of votes the Chairperson shall have a second or casting vote.

h) The quorum necessary for the transaction of business at any meeting of a Section, Branch or Group shall be three MEMBERS personally present.

i) Questions arising at any Committee meeting shall be decided by a majority of votes of the MEMBERS present and voting and in the case of an equality of votes the Chairperson shall have a second or casting vote.

j) All acts done by any Committee shall notwithstanding that if afterwards be discovered that there was some defect in the appointment of a MEMBER of that Committee or that any of the MEMBERS was disqualified be as valid as if every such MEMBER had been duly appointed and was qualified to be a MEMBER of the Committee.

7 Finance

 

 

a) The financial year of the Association shall be from 1st January to 31st December in each year.

b) Each MEMBER, shall pay to the Association such entrance fee and annual subscription as may be fixed from time to time by the Board. The Annual Subscription shall be payable by invoice annually (payable on demand) or by twelve separate instalments by direct debit.

c) In addition to such subscription, the Association in General Meetings may at any time cause a levy or levies to be made upon the MEMBERS of such sums as the Board shall consider necessary for the purpose of providing a fund for any objects of the Association. Similarly any Section, Branch or Group may with the approval of the Board make a levy or levies upon its MEMBERS for the purpose of providing a fund for any object of the Section, Branch or Group.

d) All banking accounts shall be kept in the name of the Association and all cheques or other payments shall be approved by such persons as may be authorised from time to time by the Board.

8 Termination of Membership

 

 

a) Subject to the Articles, any FULL MEMBER, ceasing to possess the qualifications for membership laid down in Rule 1 shall subject at all times to the discretion of the Board forthwith cease to be a MEMBER of the Association.

b) Any MEMBER, becoming bankrupt or making an arrangement with their creditors or if a company association or corporation going into liquidation (except for the purpose of amalgamation or reconstruction) shall cease to be a MEMBER of the Association.

c) Any MEMBER, may resign from the Association by giving a minimum of 2 calendar months notice prior to their renewal date as provided in Article 20.3 of the Articles.

d) A MEMBER, may be removed from membership of the Association by a resolution passed at a properly constituted General Meeting of the Board at which the MEMBER, may be present but without power to vote on this issue.

e) In the event of the first and/or annual subscription of a MEMBER, being due and payable and remaining unpaid at the expiration of three months after the date upon which it became due and payable to the Board may be removed from membership of the Association.

f) Any MEMBER, ceasing to be a MEMBER of the Association:-

i) Shall remain liable for the whole of their annual subscription for the financial year during which he ceases to be a MEMBER, and for all other liabilities to the Association by them then outstanding;

ii) Shall not be entitled to recover payment of any portion or any subscription or other sum paid by them;

iii) Shall remain liable for their proportion of all liabilities incurred by the Association before they ceased to be a MEMBER, notwithstanding the fact that such liabilities may accrue for payment subsequent to them ceasing to be a MEMBER; and

iv) Shall accept and be bound by all agreements entered into by and all decisions of the Association up to the date of the termination of their membership subject to the limitations agreed for OVERSEAS MEMBERS (Rule 1 (a) (ii), AFFILIATED BODIES (Rule 1 (b) or provided always that FULL MEMBER, shall be bound to comply with any resolution or decision of the Association which was the direct cause of their resignation.

9 Decision of the Association

 

 

a) Each MEMBER of the Association shall accept and be bound by all decisions made by the Board on behalf of the Association or by the MEMBERS in General Meeting and shall adhere to and observe all policies adopted and all Agreements entered into by the Association.  Further, any MEMBER, or those MEMBERS who produce material for their own use and who own and have subsidiary firms or companies or having persons firms or companies directly associated with them in a close of business as defined in Rule 1 hereof such persons firms or companies not being separate members of the Association shall make them responsible that they shall adhere to and comply with the policy and decisions of the Association in so far as they affect these bodies.

b) Except by the consent of the MEMBERS present no subject shall be discussed at any meetings of the Association unless it has first appeared upon the agenda and any decision taken in such circumstances at a meeting of the Board at a General Meeting of MEMBERS shall not be binding upon the Association until it has been ratified by all MEMBERS of the Board.

c) A decision taken at any meeting may not be amended or rescinded at a subsequent meeting unless and until full notice of an amending or rescinding motion has been given to the Association Director and placed upon the agenda for such subsequent meeting.

10 General

 

 

a) The Board shall be entitled to appoint any MEMBERS of the Association to attend meetings of all Sections, Branches or Groups, Committee and Sub-Committees and to vote there at.

b) At any General Meeting of the Association or at any meetings of a Section, Branch or Group a MEMBER may be accompanied by a co-director or partner or by an executive member of their staff or of the staff of the firm company association or corporation which he represents. Such co-director partner or executive member of the staff shall attend in a consultative capacity only and shall not be reckoned in a quorum nor have any right to attend the meeting.

c) Discussions at meetings of the Association and of the Board and all Sections, Branches or Groups shall be strictly private and confidential and statements made by MEMBERS at these meetings being privileged must not be divulged to any person who is not a MEMBER of the Association. Official Statements on behalf of the Association shall be issued only by the President or the Association Directors.

d) A Certificate of Membership together with an Association Logo shall be furnished to all new MEMBERS on election but such Certificate and Association Logo shall remain the property of the Association and shall be returned to the Association forthwith by the MEMBER on the termination of their membership from any reason whatsoever. Upon cessation of membership the use of the Association Logo shall cease and the Logo or any reference to membership of the Association shall be immediately deleted from all letter headings literature or wherever used exhibited or shown.

e) The Board may from time to time appoint any MEMBERS of the Association to attend meetings (either in person or virtually) of any other body on behalf of the Association or confer upon the MEMBERS so appointed such powers as the Board may think fit.

f) No alteration or addition shall be made to these Rules except at a General Meeting or by a resolution duly passed by a majority of two thirds of the votes given at such meeting of which not less than seven days’ notice specifying the intention to propose the alteration has been duly given.

g) In the event of any dispute or difference as to the interpretation of these Rules or any part thereof the matter shall be referred to a General Meeting of MEMBERS. The decision of that meeting shall be accepted as final and binding.

h) In these Rules the use of the word MEMBER (unless the context indicates otherwise) shall include FULL MEMBERS, OVERSEAS MEMBERS, AFFILIATED BODIES' and HONORARY MEMBERS.

THE COMPANIES ACT 2006

PRIVATE COMPANY LIMITED BY GUARANTEE

ARTICLES OF ASSOCIATION

OF

SCREEN PRINTING ASSOCIATION (UK) LIMITED

Company Number 00475170 

 

                                                   

THE COMPANIES ACT 2006

PRIVATE COMPANY LIMITED BY GUARANTEE

ARTICLES OF ASSOCIATION

OF

SCREEN PRINTING ASSOCIATION (UK) LIMITED (the "Company")

(Adopted by special resolution passed on                                   March 2022)

Interpretation, objects and limitation of liability

  1. Interpretation

    1. In these Articles, unless the context otherwise requires:

Act: means the Companies Act 2006;

Appointor: has the meaning given in article 15(1);

Articles: means the Company's articles of association for the time being in force;

bankruptcy: includes insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;

Business Day: means any day (other than a Saturday, Sunday or public holiday in England) when banks in London are open for business;

Conflict: means a situation in which a director has or can have, a direct or indirect interest that conflicts or possibly may conflict, with the interests of the Company;

director: means a director of the Company and includes any person occupying the position of director, by whatever name called;

document: includes, unless otherwise specified, any document sent or supplied in electronic form;

electronic form:  has the meaning given in section 1168 of the Act;

Eligible Director: means a director who would be entitled to vote on the matter at a meeting of directors (but excluding in relation to the authorisation of a Conflict pursuant to Article 11, any director whose vote is not to be counted in respect of the particular matter);

Interested Director: has the meaning given in article 11.1;

Member: means a person whose name in entered in the Register of Members of the Company and Membership shall be construed accordingly; and

Model Articles: means the model articles for private companies limited by guarantee contained in Schedule 2 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229) as amended prior to the date of adoption of these Articles and reference to a numbered "Model Article" is a reference to that article of the Model Articles;

ordinary resolution: has the meaning given in section 282 of the Act;

participate: in relation to a director's meeting, has the meaning given in Model Article 10;

proxy notice: has the meaning given in Model Article 31;

Rules: the Rules established by the directors of the Company in accordance with Article 26, as amended from time to time.

secretary: means the secretary of the Company and any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

special resolution: has the meaning given in section 283 of the Act;

subsidiary: has the meaning given in section 1159 of the Act;

writing: means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

  1. Save as otherwise specifically provided in these Articles, words and expressions which have particular meanings in the Model Articles shall have the same meanings in these Articles, subject to which and unless the context otherwise requires, words and expressions which have particular meanings in the Act shall have the same meanings in these Articles.

  2. Headings in these Articles are used for convenience only and shall not affect the construction or interpretation of these Articles.

  3. A reference in these Articles to an article is a reference to the relevant article of these Articles unless expressly provided otherwise.

  4. Unless expressly provided otherwise, a reference to a statute or statutory provision shall include any subordinate legislation from time to time made under that statute or statutory provision.

  5. Any word following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

  6. The Model Articles shall apply to the Company, except in so far as they are modified or excluded by these Articles.

  7. The following Model Articles shall not apply to the Company:

    1. 1 (Defined terms);

    2. 2 (Liability of Members);

    3. 8 (Unanimous decisions);

    4. 9(1) and (3) (Calling a directors' meeting);

    5. 11(2) and (3) (Quorum for directors' meeting);

    6. 13 (Casting vote);

    7. 14 (1), (2), (3) and (4) (Conflicts of interest);

    8. 17(2) (Methods of appointing directors);

    9. 21 (Applications for membership);

    10. 22 (Termination of membership);

    11. 30(2) (Poll votes);

    12. 31(1)(d) (Content of proxy notices);

    13. 35 (Company seals);

    14. 38 (Indemnity);

    15. 39 (Insurance).

  8. Model Article 3 (Directors' general authority) shall be amended by the insertion of the words "in accordance with its objects" after the words "the management of the Company's business".

  9. Model Article 7 (Directors to take decisions collectively) shall be amended by:

    1. the insertion of the words "for the time being" at the end of Model Article 7(2)(a); and

    2. the insertion in Model Article 7(2) of the words "(for so long as he remains the sole director)" after the words "and the director may".

  1. Object

The object for which the Company is established as a Trade Association for the purpose of bringing members together to share their experience in the industry of printing.

  1. Powers

In pursuance of the object set out in article 2, the Company has the power to:

  1. buy, lease or otherwise acquire and deal with any property real or personal and any rights or privileges of any kind over or in respect of any property real or personal and to improve, manage, develop, construct, repair, sell, lease, mortgage, charge, surrender or dispose of or otherwise deal with all or any part of such property and any and all rights of the Company;

  2. borrow and raise money in such manner as the directors shall think fit and secure the repayment of any money borrowed, raised or owing by mortgage, charge, lien or other security on the Company's property and assets;

  3. invest and deal with the funds of the Company not immediately required for its operations in or upon such investments, securities or property as may be thought fit;

  4. lobby, advertise, publish, educate, examine, research and survey in respect of all matters of law, regulation, economics, accounting, governance, politics and/or other issues and to hold meetings, events and other procedures and co-operate with or assist any other body or organisation in each case in such way or by such means as may, in the opinion of the directors, affect or advance the principal object in any way;

  5. pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company and to contract with any person, firm or company to pay the same;

  6. enter into contracts to provide services to or on behalf of other bodies;

  7. provide and assist in the provision of money, materials or other help;.

  8. open and operate bank accounts and other facilities for banking and draw, accept, endorse, issue or execute promissory notes, bills of exchange, cheques and other instruments; and

  9. do all such other lawful things as are incidental or conducive to the pursuit or to the attainment of any of the object set out in article 2.

  1. Income

    1. The income and property of the Company from wherever derived shall be applied solely in promoting the Company's objects.

    2. No distribution shall be paid or capital otherwise returned to the Members in cash or otherwise. Nothing in these Articles shall prevent any payment in good faith by the Company of:

      1. reasonable and proper remuneration to any Member, officer or servant of the Company for any services rendered to the Company;

      2. any interest on money lent by any Member or any director at a reasonable and proper rate; or

      3. reasonable out-of-pocket expenses properly incurred by any director.

  2. Winding up

On the winding-up of the Company, after provision has been made for all its debts and liabilities, any assets or property that remains available to be distributed or paid, shall not be paid or distributed to the Members (except to a Member that qualifies under this Article) but shall be transferred to another body (charitable or otherwise) with objects similar to those of the Company. Such body to be determined by resolution of the Members at or before the time of winding up and, subject to any such resolution of the Members, may be made by resolution of the directors at or before the time of winding up.

  1. Guarantee

The liability of each Member is limited to £1, being the amount that each Member undertakes to contribute to the assets of the Company in the event of its being wound up while he is a Member or within one year after he ceases to be a Member, for

  1. payment of the Company's debts and liabilities contracted before he ceases to be a Member,

  2. payment of the costs, charges and expenses of the winding up, and

  3. adjustment of the rights of the contributories among themselves.

Directors

  1. Unanimous decisions

    1. A decision of the directors is taken in accordance with this article when all Eligible Directors indicate to each other by any means that they share a common view on a matter.

    2. Such a decision may take the form of a resolution in writing, where each Eligible Director has signed one or more copies of it, or to which each Eligible Director has otherwise indicated agreement in writing.

    3. A decision may not be taken in accordance with this article if the Eligible Directors would not have formed a quorum at such a meeting.

  2. Calling a directors' meeting

    1. Any director may call a directors' meeting by giving not less than three Business Days’ notice of the meeting (or such lesser notice as all the directors may agree) to the directors or by authorising the secretary (if any) to give such notice.

  3. Quorum for directors' meetings

    1. Subject to article 9.2, the quorum for the transaction of business at a meeting of directors is any two Eligible Directors.

    2. For the purposes of any meeting (or part of a meeting) held pursuant to article 11 to authorise a Conflict, if there is only one Eligible Director in office other than the Interested Director(s), the quorum for such meeting (or part of a meeting) shall be one Eligible Director.

    3. If the total number of directors in office for the time being is less than the quorum required, the directors must not take any decision other than a decision:

      1. to appoint further directors; or

      2. to call a general meeting so as to enable the Members to appoint further directors.

  4. Casting vote

    1. If the numbers of votes for and against a proposal at a meeting of directors are equal, the chairman or other director chairing the meeting has a casting vote.

    2. Article 10.1 shall not apply in respect of a particular meeting (or part of a meeting) if, in accordance with the Articles, the chairman or other director is not an Eligible Director for the purposes of that meeting (or part of a meeting).

  5. Directors' conflicts of interest

    1. The directors may, in accordance with the requirements set out in this article, authorise any Conflict proposed to them by any director which would, if not authorised, involve a director (an Interested Director) breaching his duty to avoid conflicts of interest under section 175 of the Act.

    2. Any authorisation under this article 11 shall be effective only if:

      1. to the extent permitted by the Act, the matter in question shall have been proposed by any director for consideration in the same way that any other matter may be proposed to the directors under the provisions of these Articles or in such other manner as the directors may determine;

      2. any requirement as to the quorum for consideration of the relevant matter is met without counting the Interested Director; and

      3. the matter was agreed to without the Interested Director voting or would have been agreed to if the Interested Director's vote had not been counted.

    3. Any authorisation of a Conflict under this article 11 may (whether at the time of giving the authorisation or subsequently):

      1. extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter or situation so authorised;

      2. provide that the Interested Director be excluded from the receipt of documents and information and the participation in discussions (whether at meetings of the directors or otherwise) related to the Conflict;

      3. provide that the Interested Director shall or shall not be an Eligible Director in respect of any future decision of the directors in relation to any resolution related to the Conflict;

      4. impose upon the Interested Director such other terms for the purposes of dealing with the Conflict as the directors think fit;

      5. provide that, where the Interested Director obtains, or has obtained (through his involvement in the Conflict and otherwise than through his position as a director of the Company) information that is confidential to a third party, he shall not be obliged to disclose that information to the Company, or to use it in relation to the Company’s affairs where to do so would amount to a breach of that confidence; and

      6. permit the Interested Director to absent themselves from the discussion of matters relating to the Conflict at any meeting of the directors and be excused from reviewing papers prepared by, or for, the directors to the extent they relate to such matters.

    4. Where the directors authorise a Conflict, the Interested Director shall be obliged to conduct themselves in accordance with any terms and conditions imposed by the directors in relation to the Conflict.

    5. The directors may revoke or vary such authorisation at any time, but this shall not affect anything done by the Interested Director prior to such revocation or variation in accordance with the terms of such authorisation.

    6. A director is not required, by reason of being a director (or because of the fiduciary relationship established by reason of being a director), to account to the Company for any remuneration, profit or other benefit which he derives from or in connection with a relationship involving a Conflict which has been authorised by the directors in accordance with these Articles or by the Company in general meeting (subject in each case to any terms, limits or conditions attaching to that authorisation) and no contract shall be liable to be avoided on such grounds.

    7. Subject to sections 177(5) and 177(6) and sections 182(5) and 182(6) of the Act, and provided he has declared the nature and extent of his interest in accordance with the requirements of the Act, a director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the Company:

      1. may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested;

      2. shall be an Eligible Director for the purposes of any proposed decision of the directors (or committee of directors) in respect of such existing or proposed transaction or arrangement in which he is interested;

      3. shall be entitled to vote at a meeting of directors (or of a committee of the directors) or participate in any unanimous decision, in respect of such existing or proposed transaction or arrangement in which he is interested;

      4. may act by themselves or their firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a director;

      5. may be a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is otherwise (directly or indirectly) interested; and

      6. shall not, save as he may otherwise agree, be accountable to the Company for any benefit which he (or a person connected with them (as defined in section 252 of the Act)) derives from any such transaction or arrangement or from any such office or employment or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Act.

  6. Records of decisions to be kept

Where decisions of the directors are taken by electronic means, such decisions shall be recorded by the directors in permanent form, so that they may be read with the naked eye.

  1. Number of directors

Unless otherwise determined by ordinary resolution, the number of directors (other than alternate directors) shall not be subject to any maximum but shall not be less than two.

  1. Appointment and removal of alternate directors

    1. Any director (other than an alternate director) (Appointor) may appoint as an alternate any other director, or any other person approved by resolution of the directors, to:

      1. exercise that director's powers; and

      2. carry out that director's responsibilities,

in relation to the taking of decisions by the directors, in the absence of the Appointor.

  1. Any appointment or removal of an alternate director must be effected by notice in writing to the Company signed by the Appointor, or in any other manner approved by the directors.

  2. The notice must:

    1. identify the proposed alternate; and

    2. in the case of a notice of appointment, contain a statement signed by the proposed alternate that he is willing to act as the alternate of the director giving the notice.

  1. Rights and responsibilities of alternate directors

    1. An alternate director may act as alternate director to more than one director and has the same rights in relation to any decision of the directors as the Appointor.

    2. Except as the Articles specify otherwise, alternate directors are:

      1. deemed for all purposes to be directors;

      2. liable for their own acts and omissions;

      3. subject to the same restrictions as their Appointors; and

      4. not deemed to be agents of or for their Appointors

and, in particular (without limitation), each alternate director shall be entitled to receive notice of all meetings of directors and of all meetings of committees of directors of which his Appointor is a Member.

  1. A person who is an alternate director but not a director:

    1. may be counted as participating for the purposes of determining whether a quorum is present (but only if that person’s Appointor is not participating);

    2. may participate in a unanimous decision of the directors (but only if his Appointor is an Eligible Director in relation to that decision, but does not participate); and

    3. shall not be counted as more than one director for the purposes of article 16.3.

  2. A director who is also an alternate director is entitled, in the absence of his Appointor(s), to a separate vote on behalf of each Appointor, in addition to his own vote on any decision of the directors (provided that an Appointor for whom he exercises a separate vote is an Eligible Director in relation to that decision).

  3. An alternate director may be paid expenses and may be indemnified by the Company to the same extent as if he were a director but shall not be entitled to receive any remuneration from the Company for serving as an alternate director except such part (if any) of the remuneration otherwise payable to the alternate's Appointor as the Appointor may by notice in writing to the Company from time to time direct.

  1. Termination of alternate directorship

An alternate director's appointment as an alternate (in respect of a particular Appointor) terminates:

  1. when the alternate's Appointor revokes the appointment by notice to the Company in writing specifying when it is to terminate;

  2. on the occurrence, in relation to the alternate, of any event which, if it occurred in relation to the alternate's Appointor, would result in the termination of the Appointor's appointment as a director;

  3. on the death of the alternate's Appointor; or

  4. when the alternate director's Appointor ceases to be a director for whatever reason.

  1. Secretary

The directors may appoint any person who is willing to act as the secretary for such term, at such remuneration and upon such conditions as they may think fit and from time to time remove such person and, if the directors so decide, appoint a replacement, in each case by a decision of the directors.

  1. Change of company name

The name of the Company may be changed by:

  1. a decision of the directors; or

  2. a special resolution of the Members,

or otherwise in accordance with the Act.

Members: becoming and ceasing to be a member

  1. Membership

    1. The Company shall admit to Membership an individual or organisation which:

      1. applies to the Company using the application process approved by the directors; and

      2. is approved by the directors; and

      3. is appointed in accordance with the Rules.

    2. The directors may in their absolute discretion decline to accept any application for Membership and need not give reasons for doing so.

    3. Subject to the Rules, a Member shall be proposed by a Member and seconded by another Member.

    4. The directors may prescribe criteria for Membership of the Company but shall not be obliged to accept persons fulfilling those criteria as Members.

    5. A Member must be engaged in printing and have a residence or registered office in the United Kingdom.

    6. All Members must pay to the Company on becoming a Member a subscription fee to be decided by the directors in accordance with the Rules from time to time.

    7. The directors may establish different classes of Members and set out the different rights and obligations for each class, with such rights and obligations recorded in the Register of Members.

  2. Transfer of membership

    1. A Member may not transfer their membership to another person.

    2. When a Member dies or becomes bankrupt (if an individual) or goes into receivership, administrative receivership, administration, liquidation or other arrangement for the winding up of a company (if a company), the Membership shall automatically pass to the personal representatives, trustee in bankruptcy, supervisor, receiver, administrator or administrative receiver (as appropriate).

    3. A Member may withdraw from Membership of the Company by giving two months’ notice to the Company in writing and any person ceasing to be a Member shall be removed from the Register of Members.

  3. Expulsion of member

    1. The directors may terminate the Membership of any Member without his consent by giving the Member written notice if, in the reasonable opinion of the directors, the Member:

      1. is guilty of conduct which has or is likely to have a serious adverse effect on the Company or bring the Company or any or all of the Members and directors into disrepute; or

      2. has acted or has threatened to act in a manner which is contrary to the interests of the Company as a whole; or

      3. has failed to observe the terms of these Articles and the Rules.

Following such termination, the Member shall be removed from the Register of Members.

  1. The notice to the Member must give the Member the opportunity to be heard in writing or in person as to why his membership should not be terminated. The directors must consider any representations made by the Member and inform the Member of their decision following such consideration. There shall be no right to appeal from a decision of the directors to terminate the Membership of a Member.

  2. A Member whose Membership is terminated under this Article shall not be entitled to a refund of any subscription or Membership fee and shall remain liable to pay to the Company any subscription or other sum owed by them.

Decision making by members

  1. Votes of members

Subject to the Act, at any general meeting:

  1. every Member who is present in person (or by proxy) shall on a show of hands have one vote; and

  2. every Member present in person (or by proxy) shall on a poll have one vote.

  1. Poll votes

    1. A poll may be demanded at any general meeting by any qualifying person (as defined in section 318(3) of the Act) present and entitled to vote at the meeting.

    2. Model Article 30(3) shall be amended by the insertion of the words "A demand so withdrawn shall not invalidate the result of a show of hands declared before the demand was made" as a new paragraph at the end of that article.

  2. Proxies

    1. Model Article 31(1)(d) shall be deleted and replaced with the words "is delivered to the company in accordance with the Articles not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in accordance with any instructions contained in the notice of the general meeting (or adjourned meeting) to which they relate".

    2. Model Article 31(1) shall be amended by the insertion of the words "and a proxy notice which is not delivered in such manner shall be invalid ,unless the directors, in their discretion, accept the notice at any time before the meeting" as a new paragraph at the end of that article.

Administrative arrangements

  1. Means of communication to be used

    1. Any notice, document or other information shall be deemed served on or delivered to the intended recipient:

      1. if properly addressed and sent by prepaid United Kingdom first class post to an address in the United Kingdom, 48 hours after it was posted;

      2. if properly addressed and delivered by hand, when it was given or left at the appropriate address;

      3. if properly addressed and sent or supplied by electronic means, one hour after the document or information was sent or supplied; and

      4. if sent or supplied by means of a website, when the material is first made available on the website or (if later) when the recipient receives (or is deemed to have received) notice of the fact that the material is available on the website.

For the purposes of this article, no account shall be taken of any part of a day that is not a Business Day.

  1. In proving that any notice, document or other information was properly addressed, it shall suffice to show that the notice, document or other information was addressed to an address permitted for the purpose by the Act.

  1. Rules

The directors may establish Rules governing matters relating to Company administration that are required from time to time for the effective operation of the Company (for example, the provisions relating to classes of Members, Membership fees and subscriptions and the admission criteria for Members). If there is a conflict between the terms of these Articles and any Rules established under this Article, the terms of these Articles shall prevail.

  1. Indemnity and insurance

    1. Subject to article 27.2, but without prejudice to any indemnity to which a relevant officer is otherwise entitled:

      1. each relevant officer shall be indemnified out of the Company's assets against all costs, charges, losses, expenses and liabilities incurred by them as a relevant officer:

        1. in the actual or purported execution and/or discharge of his duties, or in relation to them.

including any liability incurred by them in defending any civil or criminal proceedings, in which judgment is given in his favour or in which he is acquitted or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part or in connection with any application in which the court grants them, in his capacity as a relevant officer, relief from liability for negligence, default, breach of duty or breach of trust in relation to the Company's (or any associated company's) affairs; and

  1. the Company may provide any relevant officer with funds to meet expenditure incurred or to be incurred by them in connection with any proceedings or application referred to in article 27.1(a) and otherwise may take any action to enable any such relevant officer to avoid incurring such expenditure.

  2. This article does not authorise any indemnity to the extent that such indemnity would be prohibited or rendered void by any provision of the Act or by any other provision of law and any such indemnity is limited accordingly.

  3. The directors may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any relevant officer in respect of any relevant loss.

  4. In this article:

    1. companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and

    2. a relevant loss means any loss or liability which has been or may be incurred by a relevant officer in connection with that relevant officer's duties or powers in relation to the Company, any associated company or any pension fund or employees' share scheme of the Company or associated company; and

    3. a relevant officer  means any director or other officer of the Company.