SCHEDULE
Regulation 9
SCHEDULE
“SCHEDULE 2
Regulation 14
ARTICLES OF ASSOCIATION OF A COMMONHOLD ASSOCIATION
THE COMPANIES ACT 2006
PRIVATE COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION OF ………… COMMONHOLD ASSOCIATION LIMITED
TABLE OF CONTENTS
INTERPRETATION
NAME, REGISTERED OFFICE AND OBJECT OF THE COMMONHOLD ASSOCIATION
LIABILITY OF MEMBERS
MEMBERS
Membership
Register of members
GENERAL MEETINGS
Annual general meetings
NOTICE OF GENERAL MEETINGS
Contents of notice
Entitlement to receive notice
PROCEEDINGS AT GENERAL MEETINGS
Business to be transacted
Order of business
Quorum
Chairman of the meeting
Role of director
Adjournment
Vote on a resolution and demand for a poll
Proceedings on a poll
VOTES OF MEMBERS
Allocation of votes on a show of hands
Allocation of votes on a poll
Entitlement to vote – lack of mental capacity
Entitlement to vote – receiver, administrator, trustee in bankruptcy, commissioner in sequestration or similar person
Entitlement to vote – mortgagee in possession
Objections to qualification of voter
Votes on a poll in person or by proxy
Form of appointment of proxy
Notice of proxy
Notice of termination of authority
NUMBER OF DIRECTORS
APPOINTMENT AND RETIREMENT OF DIRECTORS
Qualification
Retirement by rotation
Appointment and re-appointment of directors at general meetings
Notice of proposed appointment
Appointment by members
Appointment by directors
Re-appointment following retirement at annual general meeting
DISQUALIFICATION AND REMOVAL OF DIRECTORS
REGISTER OF DIRECTORS
POWERS OF DIRECTORS
AGENTS AND MANAGING AGENTS
DELEGATION OF DIRECTORS’ POWERS
REMUNERATION OF DIRECTORS
DIRECTORS’ EXPENSES
DIRECTORS’ APPOINTMENTS
Executive appointments
REGISTER OF DIRECTORS’ INTERESTS
PROCEEDINGS OF DIRECTORS
Regulation and notice of meetings
Quorum
Chairman of the board of directors
Validity of acts
Resolutions in writing
Entitlement to vote – conflict of interest
SECRETARY
WRITTEN RECORDS
NO DISTRIBUTION OF PROFITS
RETENTION, INSPECTION AND COPYING OF BOOKS AND RECORDS
NOTICES
INDEMNITY
Interpretation
In these articles—
“the Act” means the Commonhold and Leasehold Reform Act 2002;
“the 2006 Act” means the Companies Act 2006;
“bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
“chairman of the meeting” means the person chairing a general meeting, in accordance with article 18 or 19 (chairman of the meeting);
“clear days”, in relation to the period of a 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;
“the commonhold” means the land in respect of which the commonhold community statement is registered;
“the commonhold association” means the commonhold association named in article 2;
“commonhold community statement” has the meaning given in section 31 (commonhold community statement: form and content: general) of the Act;
“commonhold unit” has the meaning given in section 11 (commonhold unit: definition) of the Act;
“the developer” means (see section 58(1) (development rights) of the Act) the person who makes an application to register a freehold estate in land as a freehold estate in commonhold land, and his successor in title who is treated as the developer, and who carries on development business on the commonhold land;
“director” means a director of the company, and includes any person occupying the position of director, by whatever name called;
“member” means a person whose name is entered as a member in the register of members of the commonhold association (see article 7 (membership) ) but excludes any person who has ceased to be a unit-holder or joint unit-holder or who has resigned as a member;
“ordinary resolution” has the meaning given in section 282 (ordinary resolutions) of the 2006 Act;
“pre-commonhold period” means the period beginning with incorporation of a commonhold association and ending when land specified in its articles becomes commonhold land;
“secretary” means the secretary of the commonhold association or any other person appointed to perform the duties of the secretary of the commonhold association, including a joint, assistant or deputy secretary;
“special resolution” has the meaning given in section 283 (special resolutions) of the 2006 Act;
“subscribers” means the persons who subscribed their names to the memorandum of association of the commonhold association;
“transitional period” has the meaning given in section 8 (transitional period) of the Act;
“unit-holder” has the meaning given in sections 12 (unit-holder) and 13 (joint unit-holders) of the Act;
“in writing”, and cognate expressions, in relation to any notice or document, means a notice or document sent or supplied in hard copy form or in electronic form as those expressions are defined in section 1168 (hard copy and electronic form and related expressions) of the 2006 Act.
Unless the context otherwise requires, other words and expressions contained in these articles bear the same meaning as in the Act including any statutory modification or re-enactment of it for the time being in force or, as the case may be, in the 2006 Act as in force on the date when these articles become binding on the commonhold association; and words in the singular include the plural and words in the plural include the singular.
Name, registered office and object of the commonhold association
The name of the company (referred to in this document as “the commonhold association”) is [insert name of commonhold association here].
The registered office of the commonhold association is to be situated in [ England and Wales ] [ Wales ] (delete as appropriate).
The object of the commonhold association is to exercise the functions of a commonhold association in relation to land known as [insert name or description of the land here ] Commonhold in accordance with the...
