0 NAME AND LEGAL STATUS
The name of the organisation is Radical Reform. It is constituted as a Company Limited by Guarantee as the Radical Reform Ltd, Registration Number: 9653518, under the Companies Act 2006. In the event of a conflict between the wording of the Constitution and the Memorandum and Articles of the Radical Reform Ltd, the provisions of the Memorandum and Articles shall be binding. The meaning of terms included in this Constitution are as defined in the glossary contained in the Memorandum and Articles of Radical Reform Ltd.
1 VISION AND PURPOSE
Radical Reform works within the democratic mainstream to build a modern, open, dynamic society based on vibrant, genuinely representative democracy; with a more equal distribution of wealth and power; a dynamic, pluralist market economy offering full employment and the resources to support those in need; where civil rights are respected; where consenting adults can determine their own private lives free from unjustified interference from government or the media; and where the environment is protected for this and future generations.
The purpose of Radial Reform is to promote the aims and policies of Radical Reform is through organisation, campaigning and debate; to give a voice to people from all walks of life who seek a realistic alternative to the outdated ideologies that now dominate British politics, who share its democratic, progressive and internationalist principles and who aspire to live in a community and a World free of gross inequality. It works to achieve prosperity, excellent public services and social justice based on a dynamic knowledge-based economy; solidarity with those in need; and security and prosperity based on positive engagement with our international friends and partners.
A society where freedom is combined with social justice and where wealth creation is harnessed for the good of all cannot be achieved simply through changes to taxation and welfare. Radical Reform aims, by reforming and modernising our devalued political system, to restore democratic choice to the central role in shaping the evolution of British society. It demands a far-reaching redistribution of power away from the privileged elite, which currently set the terms for policy-making in Britain, back to citizens and to elected representatives who are genuinely accountable to them, through far-reaching reform and modernisation of a system of democracy which has progressively lost touch with the electorate that it exists to serve. The first aim of Radical Reform is to bring about such change.
In furtherance of the Objects of Radical Reform the Executive shall have power: to acquire or hire property and any interests in or rights over property of any kind; to sell, dispose of, let, mortgage, or charge any property of Radical Reform and to grant licences, options, rights and privileges in respect of any part of the property and rights of Radical Reform; to co-operate and enter into arrangements with any authorities, national, local or otherwise; to accept subscriptions, gifts, donations and bequests of property and to sell, lease, mortgage or otherwise dispose of any such property; to issue appeals, hold public meetings and take other steps for the purpose of procuring contributions to the funds of Radical Reform in the shape of donations, subscriptions or otherwise; to issue cheques and other financial instruments, and to operate bank and other accounts in the name of Radical Reform; to borrow and raise money for the objects of Radical Reform; to construct, maintain and alter buildings; to enter into arrangements to procure the development of any facility in furtherance of its objects; to carry on trade in the course of carrying out a primary object of Radical Reform; to accept any gift of money, property or other assets for the objects of Radical Reform; to establish subsidiary companies to assist or act as agents for Radical Reform and to hold shares, stocks, debentures, debenture stock or other securities or obligations of any other company; to invest the monies of Radical Reform not immediately required for its objects in such investments, securities or property; to make any donation or support the education or training of any person either in cash, assets or by way of loan for the furtherance of the Objects of Radical Reform; to establish or support any other institution and to subscribe or guarantee money for such purposes calculated to further the Objects of Radical Reform; to lend money and give credit and to guarantee or give security for the performance of contracts or obligations as may be expedient for the work of Radical Reform.
The Executive shall have the power to provide indemnity insurance to cover the liability of the Directors: which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of trust, or breach of duty of which they may be guilty in relation to Radical Reform; to make contributions to the assets of Radical Reform in accordance with the provisions of section 214 of the Insolvency Act 1986; provided that any such insurance shall not extend to: any liability resulting from conduct which the Directors knew, or must be assumed to have known, was not in the best interests of the Radical Reform, or which the Directors did not care whether it was in the best interests of Radical Reform or not; any liability to pay the costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud or dishonesty or wilful or reckless misconduct of the Directors; any liability to pay a fine. Any insurance shall not extend to any liability to make such a contribution where the basis of the Director’s liability is his or her knowledge prior to the insolvent liquidation of that Company (or reckless failure to acquire that knowledge) that there was no reasonable prospect that Radical Reform would avoid going into insolvent liquidation; to employ and pay such staff on such terms to supervise, organise, carry on the work of and advise Radical Reform; to purchase insurance to cover the officers, staff, voluntary workers and those of its Members from and against all such risks incurred in the course of the performance of their duties, as may be thought fit
The Executive shall have the power to pay reasonable premiums towards the provision of pensions for staff for the time being of Radical Reform and their dependants; to purchase insurance to cover any buildings or other property to their full value; to co-operate with, enter into arrangements with, partner or contract with any person, body corporate, public body or institution in furtherance of Radical Reforms’s objects; to amalgamate with any companies, institutions, societies or associations which are charitable at law and have objects altogether or mainly similar to those of Radical Reform Ltd and which prohibit the payment of any dividend or profit to and the distribution of any of their assets amongst their Members at least to the same extent as such payments or distributions are prohibited in the case of members of Radical Reform by the Memorandum and Articles of Association of Radical Reform Ltd; to pay out of the funds of Radical Reform the costs, charges and expenses of and incidental to the formation and registration of Radical Reform Ltd; to establish where necessary local branches (whether autonomous or not); to do all such other lawful things as are incidental or conducive to the furtherance of any or all of the Objects set out in Article 2.
3 NON DISTRIBUTION
The income and property of Radical Reform shall be applied solely towards the promotion of its Objects as set out in its Articles. No portion of the income and property of Radical Reform shall be paid or transferred by way of dividend, bonus or by way of profit in any other manner, to Members of Radial Reform and no Director shall be appointed to any office of Radical Reform paid by salary or fees or other benefit in money from Radical Reform, provided that nothing herein shall prevent any payment in good faith by the Party: of reasonable remuneration for any services rendered to Radical Reform by any Director, Member, officer, employee or consultant of Radical Reform; of interest on money lent by any Member of Radical Reform or by any Director at a reasonable and proper rate per annum not exceeding 2% less than the minimum lending rate of a clearing bank selected by that Board; reasonable and proper rent for premises let by any Member of Radical Reform or the Board; of out-of-pocket expenses to any Director; of any premium in respect of any indemnity insurance to cover the liability of the Directors which, by virtue of any rule of law, would otherwise attach to them in respect of any negligence, default, breach of trust or breach of duty which they may be guilty of in relation to Radical Reform provided that any such insurance shall not extend to any claim arising from conduct which the Directors knew, or must be assumed to have known, was not in the best interests of Radical Reform and provided also that any such insurance shall not extend to any claim arising from liability for the costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud or dishonesty or wilful or reckless misconduct of the Directors or any liability to pay a fine.
4 REGISTERED OFFICE
The registered office of Radical Reform Ltd will be situated in England.
5 LIMITED LIABILITY AND GUARANTEE
The liability of every Officer and Executive Member of Radical Reform is limited to £1 (one pound), which every Officer and Executive Member undertakes to contribute to the assets of the Radical Reform Ltd in the event of the same being wound up or dissolved whilst being an Officer or Executive Member, or within one year after ceasing to be an Officer or Executive Member, for payment of the debts and liabilities of Radical Reform contracted while an Officer or Executive Member or before ceasing to be an Officer or Executive Member, and of the costs, charges and expenses of winding up or dissolution, and for the adjustment of the rights of the contributories among themselves. Ordinary Members are not required to make any such contribution.
6 WINDING UP
On the winding-up or dissolution of the Radical Reform Ltd, any assets or property that remains available after the satisfaction of all its debts and liabilities, to be distributed or paid, shall not be paid or distributed to the Members but shall be transferred to another body (charitable or otherwise) with Objects similar to those of the Radical Reform Ltd. At or before the time of winding-up or dissolution the Officers and Executive Members shall determine to which body any remaining assets or property should be transferred to.
All members of Radical Reform shall be members of Radical Reform Ltd. Each Member shall be admitted to a membership category as detailed in Article 8.2 below. There shall be three membership categories for the time being: “Officers”; “Executive Members”; “Ordinary Members”. Executive Members shall be Directors on the Executive Committee who are neither Officers nor ‘C Directors’ elected by Ordinary Members, who are elected in accordance with Article 17. The Ordinary Members shall be those accepted for membership as an Ordinary Member under Article 9.
8 APPLICATIONS TO BECOME AN ORDINARY MEMBER
The Secretary shall maintain a register of Ordinary Members. To be eligible for membership of Radical Reform, Ordinary Members must: be over 16 years of age; support the constitution and principles of Radical Reform; must not be a member of any organisation which has been declared by the Executive Committee to be incompatible with membership of Radical Reform; must not have been declared ineligible for membership by the Executive Committee. Any person who is eligible under Article 9.2 and wishes to become an Ordinary Member of Radical Reform shall submit a written application for membership to the Executive Committee, which shall be in a form approved by the Executive Committee from time to time. This shall be done through an electronic form or other electronic means, or such other procedure as provided for by the Executive Committee.
The Executive Committee shall either accept or decline to accept any application for membership and need not give reasons for declining any such application. A letter or other document shall be sent to each successful applicant for membership by electronic means (or in such a manner as is provided for by the Executive Committee) confirming that their application was successful and the details of each successful applicant shall be entered onto the register of Ordinary Members by the Secretary. Every Ordinary Member must pay to Radical Reform Ltd a subscription fee on becoming an Ordinary Member and thereafter an annual subscription fee on the anniversary of the date of becoming an Ordinary Member. This shall be paid by standing order rather than by direct debit unless otherwise decided by the Executive Committee.
The subscription fee levels are to be decided by the Executive Committee from time to time. Once paid, fees are not refundable in any circumstances. If the required fee is not paid within 30 days of the due date, the Ordinary Member shall immediately cease to be an Ordinary Member of Radical Reform until the fee is paid. The Executive Committee may from time to time formulate or draw up and thereafter amend or otherwise alter rules relating to any subscription fee, whether it is of an annual or recurring nature or otherwise, which the Ordinary Members shall be required to pay to Radical Reform and such rules may provide for the amount and any increases thereof and the frequency of payment of such subscription fee. Such rules may further provide for the expulsion of an Ordinary Member from Radical Reform or for deletion of the name of the Ordinary Member from the register of Ordinary Members in the event of an Ordinary Member making default in the payment of any such subscription fee provided that any such rules or subsequent amendment or alteration thereof shall only be valid and take effect after the same have been approved by a special resolution of Radical Reform in a General Meeting. Membership of Radical Reform as an Ordinary Member shall not be transferable.
9 OFFICERS AND EXECUTIVE MEMBERS
The Officers and Executive Members shall be elected, appointed or retired in accordance with such rules which shall be agreed from time to time by the Executive Committee.
10 TERMINATION OF MEMBERSHIP OF EXECUTIVE AND ORDINARY MEMBERS
Any Executive Member or Ordinary Member may resign or terminate their membership of Radical Reform at any time by giving notice in writing to the Secretary and that resignation or termination shall be effective immediately. The Executive Committee may terminate the membership of any Executive Member or Ordinary Member without their consent by giving them written notice if, in the reasonable opinion of the Executive Committee: they are guilty of conduct which has or is likely to have a serious adverse effect on Radical Reform or bring it or any or all of the Executive Members, Ordinary Members and Directors into disrepute; or have acted or have threatened to act in a manner which is contrary to the interests of Radical Reform as a whole; or have failed to observe the terms of these Articles. The notice must give the Executive Member or Ordinary Member the opportunity to be heard in writing or in person as to why his or her membership should not be terminated. The Council must consider any representations made by the Executive Member or Ordinary Member and must inform them of their decision following such consideration.
There shall be no right to appeal from a decision of the Executive Committee to terminate the membership of an Executive Member or Ordinary Member. Following any such termination of membership, Ordinary Members shall be removed from the register of Ordinary Members. Following any such termination of membership, Executive Members shall no longer be able to serve as Directors and shall not be able to serve on the Executive Committee or attend or participate in meetings or proceedings of the Executive Committee. Executive Members will also no longer have the right to vote, attend or otherwise participate in a General Meeting or proceedings of Members or Executive Members. An Ordinary Member whose membership is terminated under these Articles shall not be entitled to a refund of any subscription fee and shall remain liable to pay to Radical Reform any subscription or other sum owed by them.
11 GENERAL MEETINGS
Meetings of Party Officers and Executive Members of Radical Reform shall be called General Meetings. The Executive Committee may convene a General Meeting at its discretion whenever it sees fit and General Meetings shall also be convened if requisitioned by Officers or Executive Members as provided by the Act. Only Officers and Executive Members shall have a right to vote at a General Meeting. ‘C Directors’, as provided for in Article 17 below, shall be entitled both to attend General Meetings and speak subject to any Rules or Byelaws agreed by the Executive Committee from time to time in respect of the conduct of such meetings. However, C Directors shall not be entitled to vote at any General Meetings. Radical Reform may hold an annual Designated Meeting which shall be treated as a General Meeting save as provided for in these Articles. General Meetings shall be called by at least fourteen Clear Days’ notice (including General Meetings to pass a special resolution) in writing, provided that a General Meeting may be called by shorter notice if it is so agreed by a majority of the Officers and Executive Members, being those having a right to vote at the General Meeting.
The notice for a General Meeting shall specify the place, the day and the hour of the General Meeting and the general nature of the business to be transacted. Notice shall be given, to such persons as are, under the Articles of the Party, entitled to receive such notices from Radial Reform. The accidental omission to give notice of a General Meeting to, or the non-receipt of notice of a General Meeting by, any person entitled to receive notice shall not invalidate the proceedings of that General Meeting. Notice of every General Meeting shall be given in writing either personally or in electronic form or by post to: every Officer and Executive Member; the auditor for the time being of Radical Reform; each Director. Where notice is given by means of a website, Radical Reform will notify all Members of the presence of the notification and that notification will: state that it concerns the notice of a General Meeting; specify the place, date and time of the General Meeting; and be available on the website throughout the period beginning with the date of that notification and ending with the conclusion of that General Meeting. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted. Proof that a notice contained in an electronic form of communication acknowledged by a receipt of the communication in question by the relevant party either by electronic mail or by other written means shall be conclusive evidence that notice was given. In the event that the Secretary is alerted that an electronic form of communication was unsuccessfully delivered to its recipient (and subsequent attempts to remedy the situation are unsuccessful), the Secretary shall send a hard copy of the notice by mail to the recipient’s last known postal address. Any individual present in person at a General Meeting shall be deemed to have received notice of the General Meeting and, where necessary, of the purposes for which it was called.
12 PROCEEDINGS AT GENERAL MEETINGS
No business shall be transacted at a General Meeting unless a quorum of the Officers and Executive Members is present at the time when the General Meeting proceeds to business. Three Executive Members or two Officers who are present in person at the General Meeting shall be a quorum. If within half an hour from the time appointed for the General Meeting a quorum is not present, or, if during a General Meeting a quorum ceases to be present, the General Meeting shall be adjourned to such other day and at such other time and place as the Executive Committee determines. If at the adjourned General Meeting a quorum is not present within half an hour after the appointed starting time, the Officers and Executive Members present will be a quorum.
The Chair appointed by the Executive Committee in accordance with Article 22.5 of the Articles of Radical Reform Ltd (or the Vice Chair if he or she is acting as Chair) shall chair every General Meeting of Radical Reform, or if there is no such Chair or Vice Chair, or if he or she shall not be present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Executive Committee shall elect one of their number to chair the General Meeting. If at any General Meeting no Director is willing to act as Chair or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the Officers and Executive Members present shall choose one of their number as Chair of the General Meeting. The Chair may, with the consent of any General Meeting at which a quorum is present (and shall if so directed by the General Meeting), adjourn the General Meeting from time to time and from place to place, but no other business shall be transacted at any adjourned General Meeting other than the business left unfinished at the General Meeting from which the adjournment took place. When a General Meeting is adjourned for fourteen days or more, notice of the adjourned General Meeting shall be given as in the case of an original General Meeting. Otherwise, it shall not be necessary to give notice. Officers shall not serve as the Chair of a General Meeting unless there are no other Executive Members present in person.
At a General Meeting, a resolution put to the vote shall be decided on a show of hands unless, before or on the declaration of the result of the show of hands, a poll is demanded: by the Chair; or by at least two Officers or two Executive Members present in person or by proxy having the right to vote at the General Meeting. Unless a poll is so demanded, a declaration by the Chair that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the minutes of proceedings of Radical Reform shall be conclusive evidence of the fact without proof of the number of proportion of votes recorded in favour for or against the resolution. The demand for a poll may be withdrawn before the poll is taken, but only with the consent of the Chair. The withdrawal of the demand for a poll shall not invalidate the result of a show of hands declared before the demand for the poll was made. In the case of an equality of votes, whether on a show of hands or on a poll, the Chair of the General Meeting shall be entitled to a second or casting vote in addition to any other vote he or she may have. A poll demanded on the election of a Chair, or on a question of adjournment, shall be taken immediately. A poll demanded on any other question shall be taken at such time and in such manner as the Chair of the General Meeting directs, not being more than thirty days after the poll is demanded, and any business other than that upon which a poll has been demanded may proceed pending the taking of the poll. The result of the poll shall be deemed to be the resolution of the General Meeting at which the poll was demanded.
15 WRITTEN RESOLUTION
A resolution may be passed by the Officers and Executive Members in writing in accordance with the Act and a resolution passed in this way shall be as valid and effective as if it had been passed at a General Meeting of Radial Reform duly convened and held. A resolution proposed as a written resolution shall: be sent to all Officers and Executive Members; be accompanied by a statement informing the Officers and Executive Members how to signify agreement to the resolution and the date by which the resolution must be passed if it is not to lapse; and state on the face of the resolution that it is a special resolution, if this is the case.
16 EXECUTIVE COMMITTEE AND DIRECTORS
There shall be an Executive Committee which shall be the governing body and board of Radical Reform. The Executive Committee shall consist only of the Directors of Radical Reform Ltd. There shall be three categories of Director for the time being: Category A: “A Directors”; Category B: “B Directors”. Category C: “C Directors”. Only the Party Officers will become A Directors and will be appointed ex officio in accordance with rules agreed from time to time by the Executive Committee. The three Party Officers will be the first A Directors and will be the first Directors of Radical Reform Ltd. The first A Directors will form the first Executive Committee and shall make appropriate arrangements for B Directors and C Directors to join the Executive Committee as set out in these Articles. Only Executive Members will become B Directors. The C Directors will be elected by Ordinary Members through such democratic process as shall be agreed from time to time by the Executive Committee. When fully constituted, the Executive Committee shall consist of no less than three Directors and no more than nine Directors.
Subject to the provisions of the Act, these Articles and to any directions given by special resolution, the strategy and policies of Radical Reform shall be decided by the Executive Committee. The Executive Committee may consist of the following positions (subject to any amendment agreed by a majority vote by the Executive Committee): Party Leader (appointed ex officio as an A Director); Treasurer (appointed ex officio as an A Director); Nominations Officer (appointed ex officio as an A Director); Up to three B Directors (these are the Executive Members appointed or elected in accordance with Article 10); Up to three C Directors (elected by Ordinary Members). Future Directors shall be appointed in accordance with this Article and Article 19. The Directors may be paid all reasonable out of pocket, hotel and other expenses properly incurred by them in attending and returning from Executive Committee meetings or General Meetings of the Radical Reform Ltd or in connection with the business of Radical Reform.
17 POWERS AND DUTIES OF THE EXECUTIVE COMMITTEE
The Executive Committee’s role and authority is to: pursue the Objects of Radical Reform and to review and develop the strategy to be adopted by Radical Reform the public affairs and policy positions of Radical Reform and provide feedback, discourse and direction on matters in which Radical Reform is involved; provide support to Radical Reform in its pursuit of political and commercial matters to the benefit of the Members; approve and pursue the development of the membership of Radical Reform to the benefit of the membership as a whole; to promote interaction between Members; provide strategic and financial direction of Radical Reform; provide and oversee operational management and control of Radical Reform, including, inter alia, financial matters, employment of staff, and provision of facilities such as offices and services; approve the accounts of Radical Reform and appoint auditors; manage corporate governance, including compliance with company law, taxation authorities, banking facilities and management of its corporate structure and articles; and manage and report upon commercial issues of Radical Reform.
The Executive Committee is the only body which is able to authorise, or delegate the authorisation of, expenditure on behalf of Radical Reform. The business of Radical Reform shall be managed by the Executive Committee who may pay all expenses incurred in the formation of Radical Reform, and may exercise all such powers as are not required to be exercised by the Officers and Executive Members of Radical Reform at a General Meeting. Any such requirement may be imposed either by the Act or by these Articles or by any regulation made by Radical Reform in General Meeting; but no such regulation shall invalidate any prior act of the Executive Committee which would have been valid if that regulation had not been made. Without prejudice to the generality of their powers under the Memorandum and Articles, the Executive Committee may exercise all the powers of Radical Reform to borrow money, and to mortgage or charge its undertaking and property and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of Racial Reform or of any charitable body where such action will directly further the objects of the Radical Reform. All cheques and other negotiable instruments, and all receipts for moneys paid to Radical Reform, shall be signed or otherwise executed, as the case may be, in such manner as the Executive Committee shall from time to time determine. The Executive Committee shall arrange for minutes to be made (whether by the Secretary or another person): of all appointments of officers made by the Executive Committee; of the names of the Directors present at each Executive Committee meeting; of all resolutions and proceedings at all meetings of Radial Reform; of all resolutions and proceedings at all meetings of the Executive Committee and any sub-committees of the Executive Committee.
The Executive Committee may also at its discretion: organise and advertise regular meetings for Ordinary Members, such as, but not limited to, on a quarterly or monthly basis; take such steps as are necessary and prudent in order to establish a network of local branches for Ordinary Members and prepare structures, rules and procedures for these branches to follow; organise and promote an annual conference for Ordinary Members to consider and discuss policy matters and party organisation; approve and shortlist candidates for election to public office or endorse other candidates whose policies are compatible with the Objects; take such steps as are necessary and prudent in order to manage the finances of Radical Reform, including but not limited to delegating responsibilities or duties to the Treasurer and appointing a sub-committee as set out in Article 22 to support the work of the Treasurer; take such steps as are necessary and prudent in order to resolve disputes and disciplinary issues in a necessary and transparent manner, including but not limited to establishing a set of disciplinary and disputes procedures and appointing a sub-committee as set out in Article 22 to be responsible for examining and resolving any such issues as may arise.
18 APPOINTMENT AND RETIREMENT OF THE EXECUTIVE COMMITTEE
The A Directors and B Directors shall be elected, appointed or retired in accordance with Article 10. The C Directors shall be elected by the Ordinary Members pursuant to Article 17.5 for a fixed term of three years. The C Directors shall be subject to the following arrangements: C Directors shall automatically be re-appointed at the first Designated Meeting and thereafter liable to retirement by rotation over a three year cycle; in each year of the cycle, one C Director shall retire from office and be eligible for re-election in accordance with Article 17.5; the C Director then retiring shall be the person who has been longest in office since they were last elected or re-elected to the Executive Committee. If the choice is between people who became members of the Executive Committee on the same day, those to retire shall be chosen by lot if not agreed; A retiring member of the Executive Committee, if he or she is not re-elected, re-appointed or deemed to have been re-appointed or re-elected under this Article, shall retain office until a replacement is appointed or elected in accordance with the Articles.
19 DISQUALIFICATION AND REMOVAL OF DIRECTORS
A Director shall cease to hold office if he or she: ceases to be a Director by virtue of any provision in the Act or is disqualified or prohibited from acting as a Director by virtue of any other law, or becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own property and affairs; or resigns his or her office by written notice to Radical Reform; or ceases to be an Officer of Radical Reform (if an A Director) or ceases to be an Executive Member of Radical Reform (if an B Director); or is absent without the agreement of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolves that his or her office be vacated; or is removed from office by a three-quarters majority vote of the Executive Committee at a special meeting called for that purpose, when in the opinion of the Executive Committee and having given the Director concerned an opportunity to make representations to the Executive Committee, it appears that the Director in question is acting in a manner detrimental or prejudicial to the well being of Radical Reform.
20 DIRECTORS’ INTERESTS
Except to the extent expressly permitted by these Articles, no Director shall take or hold any interest in property belonging to Radical Reform Ltd or receive remuneration or be interested otherwise than as a Director in any other contract to which Radical Reform is a party. Whenever a Director has any kind of interest in a matter to be discussed by the Executive Committee which may conflict with the interests of Radical Reform, the Director concerned must declare an interest in the item under discussion, withdraw from the meeting for that item (unless expressly asked to stay to provide information), not vote on the matter and shall not be taken into account in calculating the quorum for that item of the meeting.
21 PROCEEDINGS OF THE EXECUTIVE COMMITTEE
The Executive Committee shall meet a minimum of two times in each calendar year (including the Designated Meeting to be held annually). Subject to the provisions of the Articles, the Executive Committee may regulate its proceedings as it sees fit. Any two Directors may request the Secretary to call a meeting of the Executive Committee on reasonable notice. It shall not be necessary to give notice of a meeting to a Director who is absent from the United Kingdom. Questions arising at a meeting shall be decided by a majority of votes, In the case of an equality of votes on a proposed resolution, the Chair shall, subject to these Articles, have a second or casting vote. The quorum for the transaction of the business of the Executive Committee shall be fixed at three Directors including one of the A Directors or B Directors. The Executive Committee may act notwithstanding any vacancies in its number, but, if the number of Directors is less than the number fixed as the quorum, the continuing Directors or Director may act only for the purpose of filling vacancies or of calling a General Meeting.
The Executive Committee shall elect a Chair and Vice Chair at each Designated Meeting and they shall hold office until the next Designated Meeting unless by a vote of two thirds of the Directors present and entitled to vote, he, she or they are removed from office before that time. If and as long as the position of Chair is vacant, the Vice Chair shall act as Chair until such time as the Executive Committee elect a new Chair. The Chair shall be entitled to preside at all meetings of the Executive Committee at which he or she shall be present and may determine for what period he or she is to hold office, but if no such Chair is elected, or, if at any meeting the Chair is not present within five minutes after the time appointed for holding the meeting and/or is unwilling to preside, the Vice Chair will act as chair or if the Vice Chair is not present and/or willing to preside then the Executive Committee shall choose one of their number to be Chair of the meeting.
The Executive Committee may appoint one or more sub-committees consisting of three or more Directors for the purpose of making any decision or inquiry or supervising or performing any function or task which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee; provided that any such sub-committee shall act at all times within the policies, strategies and budgets agreed by the Executive Committee and provided further that all acts and proceedings of any such sub-committees shall be fully and promptly reported for noting or approval as appropriate to the Executive Committee. The terms of any delegation must be recorded in the minute book. The Executive Committee may revoke or alter the terms of any delegation.
All acts done by the Executive Committee, or by a sub-committee of the Executive Committee, shall, notwithstanding that it be afterwards discovered that there was defect in the appointment of any Director or that any of them were disqualified from holding office, or has vacated office, or were not entitled to vote, be as valid as if every such person has been duly appointed and was qualified and had continued to be a Director and had been entitled to vote. A resolution in writing, signed by all the Directors, entitled to receive notice of a meeting of the Executive Committee, shall be as valid and effective as if it had been passed at a meeting of the Executive Committee or (as the case may be) a committee of the Executive Committee duly convened and held. Such a resolution may consist of several documents in the same form, each signed by one or more of the Directors. The business to be transacted at a Designated Meeting shall include the consideration of the accounts, balance sheets, and the reports of the auditors, the appointment or election of Directors in the place of those retiring and the appointment of, and the fixing of the remuneration of, the auditors.
22 SECRETARY, RECORD KEEPING AND MEANS OF COMMUNICATION
The Executive Committee shall appoint (and may remove) any person to act as the Secretary in accordance with the Act provided that if a Director is appointed he or she shall not be paid to act as the Secretary. The Secretary or a Director or another authorised person must take minutes of all proceedings and keep these in accordance with the Act. Radical Reform must keep company records in accordance with the Act. Subject to these Articles: anything sent or supplied by or to Radical Reform or its members or directors under these Articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information to be sent or supplied by or to Radical Reform Ltd for the purposes of the Companies Acts and, for the avoidance of doubt, this shall include Radical Reform sending or supplying documentation or information by making it available on a website; and any notice or documents to be sent or supplied to the members or the directors in connection with the taking of decision by the members or the directors may also be sent or supplied by the means by which the members or directors have asked to be sent or supplied with such notices or documents for the time being.
23 AMENDMENTS TO MEMORANDUM AND ARTICLES
The Memorandum and Articles may be altered by a resolution passed by not less than seventy five per cent of the Officers and Executive Members present and voting at a General Meeting provided that: the notice of the General Meeting must include notice of the resolution, setting out the terms of the alteration proposed; no amendment may be made which would have the effect of making Radical Reform cease to be a non profit distributing organisation at law.
24 HONORARY OFFICERS
The Executive Committee shall have the power, at its sole discretion to appoint honorary officers including but not limited to a President or a Patron (‘Honorary Officers’). The Executive Committee shall be entitled to appoint Honorary Officers for life or such other term of appointment as the Executive Committee may decide. Honorary Officers shall not be entitled to attend meetings of the Executive Committee, but may attend if invited by the Executive Committee, and shall be entitled to attend General Meetings of Radical Reform but not to vote at the same or count towards the quorum.
25 ACCOUNTS AND ANNUAL RETURN
Accounts shall be prepared in accordance with the Act. The Directors shall also comply with their obligations under the Act with regard to the preparation of an annual return and its transmission to Companies House.
Subject to the provisions of the Act every Director or other officer or auditor of the Party shall be indemnified out of the assets of Radical Reform against any liability incurred by him or her in that capacity in defending any proceedings, whether civil or criminal, in which judgement is given in his or her favour or in which he or she is acquitted or in connection with any application in which relief is granted to him or her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of Radical Reform.
27 RULES OR BYE LAWS
Subject to the consent of the Party Officers and Executive Members, the Executive Committee may from time to time make such Rules or Bye Laws as it may deem necessary or convenient for the proper conduct and management of the membership, and in particular but without prejudice to the generality of this power, it may by such Rules or Bye Laws regulate: the admission and classification of Ordinary Members of Radical Reform, and the rights and privileges of such Ordinary Members, and the conditions of membership and the terms on which Ordinary Members may resign or have their membership terminated and the entrance fees, subscriptions and other fees or payments to be made by Ordinary Members; the conduct of members of Radical Reform in relation to one another, and to Radical Reform’s employees; the procedure at General Meetings and meetings of the Executive Committee and sub-committees and the conduct of Members or Directors as the case may be in so far as such procedure is not regulated by these Articles; the election or retirement of C Directors by Ordinary Members; the election, appointment or retirement of Officers and the Executive Members; the management of the Radical Reform’s finances; the resolution of disputes and disciplinary matters; generally, all such matters as are commonly the subject matter of Company rules.
The Directors shall have power to alter, add to or repeal the Rules or Bye Laws and the Directors shall adopt such means as they deem sufficient to bring to the notice of members of Radical Reform all such Rules or Bye Laws, which, so long as they shall be in force, shall be binding on all members of Radical Reform provided, nevertheless, that no Rules or Bye Laws shall be inconsistent with, or shall affect or repeal anything contained in, the Memorandum or Articles.
Revised 15 September 2021