Investor Relations Society - About us - Memorandum and Articles

Memorandum and Articles of The Investor Relations Society

(As adopted on 26 June 2007 by Special Resolution)

The name of the Company ("the Society") is "The Investor Relations Society."
The registered office of the Society will be situated in England.
The objects for which the Society is established are the promotion of commerce by fostering and improving good relations between issuers of publicly-traded securities throughout the world and their investors in one or more of the following ways: -
1. Working for better communication between management, investors and employees;
2. Improving the techniques of investor relations;
3. Encouraging high ethical and professional standards in investor relations;
4. Providing a forum for members to exchange their views and share experiences and to broaden the understanding of investor relations matters;
5. Encouraging, providing and assisting research into investor relations matters;
6. Establishing courses in and publishing position papers and guidance notes on investor relations issues; and
7. Representing the views of its membership to Government and other regulatory bodies and relevant associations of professional practitioners.
In order to achieve these objects the Society shall have power:-
1. To purchase, take on lease, exchange or hire or otherwise acquire either for itself or on behalf of any person, authority or corporation any real or personal property and any other assets or rights;
2. To sell improve, manage, develop, lease, mortgage, exchange or otherwise deal with all or any of the property assets or rights of the Society;
3. To borrow, raise or secure the payment of money in such manner as the Society shall think fit provided that no form of permanent trading is undertaken;
4. To accept gifts of property whether real or personal either as additions to its general funds or upon special trusts;
5. To invest and deal with the money and property of the Society not immediately required in such manner as may from time to time be determined and in particular but without prejudice to the generality of the foregoing if thought fit to retain investments or property specifically given to it (whether of a trustee nature or not) and in relation to any holding of any nature in any company, corporation or authority for the time being belonging to it to take up and accept any holding in the same or any other company, corporation or authority or any property rights for benefits generally which may be offered to it by reason of its holding in any such company, corporation or authority provided that money subject or representing property subject to the jurisdiction of the Charity Commissioners for England and Wales shall only be invested in such securities and with such sanctions (if any) as may for the time being be prescribed by law;
6. To employ any person or corporation to render services to the Society and to remunerate such person or corporation on such terms as it may think fit;
7. To grant pensions and retirement benefits to or for employees or former employees of the Society and to the widows, children and other dependants of deceased employees who are in necessitous circumstances and to pay or subscribe to funds or schemes for the provision of pensions and retirement benefits for employees or former employees of the Society their widows, children and other dependants;
8. To do all or any of the above things as principles, agents, trustees or otherwise and by or through trustees, agents or otherwise; and
9. To do all such other lawful things as are necessary for the attainment of the above objects or any of them.
Provided that if:-
1. The Society shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales the Society shall not sell mortgage charge or lease it without such authority approval or consent as may be required by law and as regards any such property the Directors of the Society shall be chargeable for such property as may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects and defaults and for the due administration of such property in the same manner and to the same extent as they would as such Directors have been if no incorporation had been effected and the incorporation of the Society shall not diminish or impair any control or authority exercisable by the Chancery Division or the Charity Commissioners over the Directors but they shall as regards any such property be subject jointly and severally to such control or authority as if the Society were not incorporated;
2. The Society shall take or hold any property which may be subject to any trusts the Society shall only deal with the same in such manner as is allowed by law having regard to such trusts.
The income and property of the Society from wherever derived shall be applied solely towards the promotion of the objects of the Society as set out in this Memorandum of Association and no part of such income to repay or transferred directly or indirectly
1. By way of dividend bonus or otherwise by way of profit to the Members of the Society (save that payment be made in good faith of proper and reasonable:-
  1. remuneration in return for any services actually rendered
  2. interest on money lent; or
  3. rent for premises let
  to the Society by any Member officer or employee of the Society);
2. To any Member of the Society by way of fees, remuneration salary or any other benefit in money or money's worth for holding any appointment or office of or with the Society (save that payment may be made in good faith by way of reimbursement or repayment of out-of-pocket expenses reasonably and properly incurred on behalf of and in furtherance of the objects of the Society);
3. To any company in which any Member of the Society shall hold more than one hundredth part of the capital.
The liability of the Members is limited.
Every member of the Society undertakes to contribute to the assets of the Society in the event of its being wound up while he is a Member or within 1 year of his ceasing to be a Member for payment of debts and liabilities of the Society contracted before he ceases to be a Member and of the costs charges and expenses of winding up and for the adjustment of the rights of the contributors among themselves such amount as may be required not exceeding £1.
No addition, alteration, or amendment shall be made to or in the provisions of the Memorandum or Articles of Association for the time being in force, which would have the effect that the Society shall cease to be a company to which Section 30 Companies Act 1985 applies.
If upon the winding-up or dissolution of the Society there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among Members of the Society but shall be given or transferred to some other institution or institutions (whether association, corporation, trust or other body) having charitable objects substantially similar to the objects of the Society set out in Clauses 3 of this Memorandum of Association and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Society under or by virtue of clause 5 of this Memorandum of Association such institution or institutions to be determined by the Members of Society at or before the time of dissolution and if and so far as effect cannot be given to this provision and to some other charitable object.
True accounts should be kept of the sums of money received and expended by the Society and the matters in respect of which such receipts and expenditure take place and of the property credits and liabilities of the Society and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Society for the time being in force such accounts shall be open to the inspection of the Members. Once at least in every year the accounts of the Society should be examined and the correctness of the Balance Sheet ascertained by one or more properly qualified Auditor or Auditors.

We the persons whose names and addresses and descriptions are set out below wish to form a Society in pursuance of this Memorandum of Association.

Peter Michael Smith (sgd)
31 Camberwell Grove
London SE5 8JA
Company Director

Witness to the above signature: (sgd)

Timothy Robin Dawson (sgd)
14 Wallside
Barbican
London EC2
Company Director

Witness to the above signature: (sgd)

Andrew Clive Woods (sgd)
84 St. Margaret's Grove
St. Margarets
Twickenham
Middlesex
Assistant Company Secretary (sgd)

Witness to the above signature: (sgd)

Anthony Frederick Williams (sgd)
6 Halley Drive
Blythewood
Ascot
Berkshire SL5 8TL
Managing Director's Personal Assistant

Witness to the above signature: (sgd)

Articles of Association of The Investor Relations Society

(As adopted on 26 June 2007 by Special Resolution)

Preliminary

In these Articles (in the absence of any inconsistency in subject or context):-
- "the Society" means the above named Company;
- "the Act" means the Section 2 of the Companies Act 2006 but shall extend to provisions which are in force at the relevant date and any subsequent re-enactment of that Act;
- "these Articles" means these Articles and those for the time being in force;
- "Article" means the appropriately numbered Article in these Articles;
- "Member" means a registered Fellow or Full Member or Associate Member for the time being of the Society;
- "Voting Member" means Fellows and Full Members of the Society;
- "the Board" means the Board of Directors for the time being of the Society;
- "Director" means a Director of the Society;
- "Companies Communications Provisions" means the same as in the Companies Act;
- "Electronic form or electronic means or hard copy form" means the same as the respective meanings as in the Companies Communications Provisions;
- "in writing" means written or produced by any substitute for writing (including anything in electronic form);
- Words and expressions defined in the Act shall have the same meanings in these Articles
- Words importing the masculine gender only shall include the feminine and words importing the singular number only shall include the plural and vice-versa;
- Words importing persons should include corporations.
The Society is established for the purposes expressed in Memorandum of Association.

Members generally

For the purpose of registration the number of Members is declared to be 250. The Board may whenever the circumstances of the Society require it register an increase of Members.
The Subscribers to the Memorandum of Association and such other persons as shall at the discretion of the Board subsequently be admitted to membership by the Board from time to time shall be members and shall be entered in the Register of Members accordingly provided that any person appointed as a Director who is not already a Member shall be admitted as a Member within 28 days after his appointment.
The members of Society shall consist of Fellows and Full Members, each of whom shall have one vote in their own right at a general meeting of the Society, and Associates and Honorary Members, who will not have the right to vote at a general meeting of the Society. Membership of the Society will be at the absolute discretion of the Board, or a duly constituted committee thereof, and in the case of rejection of an application for membership, no reason need be given therefore and membership will not be transferable or transmissible.
The Society may elect as Fellows those persons whom the Society shall in its absolute discretion consider worthy to be elected as Fellows of the Society and who with their application supply evidence that they possess the appropriate levels of competence based on their academic qualifications, senior management responsibility and experience, for a wide range of investor relations functions at a demonstrably superior level to that applicable to other categories of membership, or academic knowledge and practise thereof at a corresponding level.
The Board may admit as Full Member those persons whom the Board shall in its absolute discretion consider worthy to be elected as Full Members of the Society and who with their application supply evidence that they are substantially involved in investor relations and are directly and exclusively employed by a company or other organisation in that capacity which the Board recognises as being suitably involved in investor relations. Such persons in any case should have had a minimum of one years' relevant experience.
The Board may admit as Associate members those persons whom the Board shall in its absolute discretion consider worthy to be elected as Associate Members of the Society and who with their application supply evidence that they are suitably involved in investor relations and are directly and exclusively employed by a company or other organisation in that capacity which the Board recognises as being suitably involved in investor relations.
The Board may elect as Honorary members those persons whom the Board shall in its absolute discretion consider worthy of election as Honorary members of the Society in recognition of their special services to the Society or of their distinguished position in investor relations.
Any member shall cease to hold that position if he
1. Becomes bankrupt or makes any arrangement with his creditors;
2. Resigns by notice in writing to the Society;
3. Is excluded from membership on a majority vote of the Board (which shall not be obliged to state any reason for such exclusion and against which decision there shall be no appeal); or if
4. His subscription is not paid either by him or on his behalf more than 4 months after it becomes due.

Subscriptions

Annual subscriptions for financing the management and work of Society shall be fixed from time to time by the Board.

General meetings

The first general meeting shall be held not later than 31st March 1988 and at such place as the Board shall determine.
An annual general meeting shall be held once in every calendar year (within six months of the end of the Society's financial year) at such time and place as the Board shall determine.
All other general meetings shall be extraordinary general meetings. The Board may whenever they think fit convene an extraordinary general meeting and extraordinary general meetings shall also be convened on such requisition or in default may be convened by such requisitionists as provided by the Act.
Subject to the provisions of the Act relating to special resolutions and to any statutory provision relating to annual general meetings 7 days' notice at least (exclusive of the day on which notice is served or deemed to be served but inclusive of the day for which notice is given) specifying the place, the day and the hour of the meeting and in case of special business the general nature of that business shall be given as specified in Articles 53 and 54 to all the Members for the time being entitled to receive notice from the Society.
The accidental omission to give notice of a meeting to or the non-receipt of notice of a meeting by any Member shall not invalidate any resolution passed or any proceeding at any meeting.

Proceedings at general meetings

All business shall be deemed special that is transacted at any extraordinary general meeting and all that is transacted at an annual general meeting shall also be deemed special with the exception of the consideration of the accounts and balance sheet and the reports of the Board and auditors, the election of Directors and other officers and the fixing of the remuneration of the auditors.
No business shall be transacted at any general meeting of the Society unless a quorum of Voting Members is present; five Voting Members present in person shall be a quorum.
If within half an hour from the time appointed for a meeting a quorum is not present the meeting if convened upon requisition of Voting Members shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place and if at such meeting a quorum is not present within half-an-hour of the time appointed for the meeting 2 Voting Members shall be a quorum.
The Chairman of the Board shall preside as chairman at every general meeting of the Society. If at any meeting the Chairman is not present within five minutes after the time appointed for holding the meeting or is unwilling to act at chairman, the Deputy-Chairman (if the post is currently filled) shall be chairman of such meeting or if he is not present or is unwilling to preside the Voting Members present shall choose another Director who is present and willing to act as chairman but if there be no such Director present then the Voting Members present shall choose one of their own number to be chairman.
The Chairman of any meeting at which a quorum is present may with the consent of that meeting adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for 10 days or more notice of the adjourned meeting but save as aforesaid the Voting Members shall not be entitled to notices of any adjournments or of the business to be transacted at an adjourned meeting.
The decision of a meeting shall be ascertained by show of hands unless, on or before the declaration of a result of a show of hands, a poll is demanded by the Chairman of a meeting or by at least five Voting Members of the Society at the meeting present in person or by proxy when a poll has demanded. The manner of taking a show of hands or a poll shall be in the discretion of the chairman of the meeting and an entry in minutes signed by him shall be conclusive evidence that a resolution has been carried or lost or not carried by a particular majority without proof of the number or proportion of votes cast in favour of or against any resolution.
No poll shall be demanded on the election of a chairman of any meeting nor on any question of adjournment. The demand of a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which a poll has been demanded.
In case of an equality of votes either on show of hands or on a poll the chairman of the meeting shall be entitled to a second or casting vote.

Votes

Every Voting Member personally present at a meeting of the Society shall have one vote whether on a show of hands or on a poll.
No Voting Member shall be entitled to vote on any question either personally or by proxy or as a proxy for another Voting Member at any general meeting of the Society unless all monies presentably payable and due to the Society have been paid.
No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the Chairman whose decision shall be final and conclusive.
Votes may be given on a poll either personally or by proxy. On a show of hands a Voting Member present only by proxy shall have no vote. A proxy need not be a Voting Member.
The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or any such form as may be approved by the Directors including appointment by telephone, fax or electronic form.
The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy thereof shall be deposited at the office of the Society not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or in the case of a poll not less than twenty-four hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.
Postal voting on written motions may be permitted at the discretion of the board.

The Board

The number of Directors shall not be less than 4 or more than 15. The Society may from time to time by ordinary resolution increase or reduce the number of Directors.
1. The subscribers to the Memorandum of Association of the Society will be the first Directors;
2. Subject to the provisions of these Articles, at the Annual General Meeting in every year each director who was elected or last re-elected at a general meeting held in the third calendar year immediately before the calendar year in which the Annual General Meeting is held shall retire from office. A director retiring at the Annual General Meeting in accordance with this Article shall remain in office until the conclusion of that meeting.
3. No person other than a director retiring at the meeting shall, unless recommended by the directors for appointment, be eligible for appointment to the office of director at any general meeting unless, not less than seven nor more than forty eight days before the day appointed for the meeting, there shall have been given to the Society notice in writing by some member duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for appointment, and also notice in writing signed by the person to be proposed of his willingness to be appointed.
4. At a general meeting a motion for the appointment of two or more persons as directors by a single resolution shall not be made unless a resolution that it shall be so made has been first agreed to by the meeting without any vote being given against it, and for the purposes of this Article a motion for approving a person's appointment or for nominating a person for appointment shall be treated as a motion for his appointment.
5. The directors shall have power at any time, and from time to time, to appoint any person to be a director, either to fill a casual vacancy or as an additional director, but so that the total number of directors shall not at any time exceed the maximum number (if any) fixed by or in accordance with these Articles. Subject to the provisions of the Acts and of these Articles, any director so appointed shall hold office only until the conclusion of the next following annual general meeting, and shall be eligible for re appointment at that meeting. Any director who retires under this Article shall not be taken into account in determining the directors who are to retire by rotation at such meeting.
6. No Voting Member of the Society shall be eligible to be appointed a Director for more than six consecutive years without the unanimous recommendation of the Board.
7. The Board shall have the power to co-opt to the Board in an advisory capacity any person who in their opinion will contribute to the work of the Society but such person shall not be entitled to vote.

Directors holding executive office

The Directors may at their absolute discretion appoint an employee of the Society to be holder of any executive office for such a period and on such terms and with or without title. A Director holding any such office shall be subject to the same provisions as to retirement by rotation, resignation and removal as the other Directors of the Society and if he shall vacate the position of employment of the Society, he shall also vacate the position of Executive Office. No additional compensation for loss of office shall be paid other then that stipulated in the employee's contract of employment.

Powers of the Board

The powers of the Board shall be to
1. Pay all such expenses of and preliminary and incidental to the promotion, formation and registration of the Society as they think fit;
2. Manage the affairs of the Society;
3. Exercise all such powers of the Society and do on behalf of the Society all such acts as may be exercised or done by the Society and as are not by the Act or by these Articles required to be exercised or done by the Society in general meeting subject nevertheless to any regulation of these Articles and the provisions of the Act; and
4. Make and vary from time to time such regulations for the conduct of the affairs of the Society as they shall think proper provided that no such regulation shall have any validity or effect if it amounts to or involves any alteration of or addition to these Articles which could only lawfully be made by special resolution;
5. Formulate and from time to time to vary schemes to implement the objects of the Society
The Board may employ such persons as they may consider necessary and shall fix and regulate the terms and conditions of their employment.

Honorary Officers

The Board may from time to time elect an Honorary President or Presidents and such other Honorary Officers of the Society as may be thought fit and may determine for what period such Honorary Officers shall hold office.

Proceedings Of The Board

The Board shall meet together not less than twice a year for the dispatch of business and may adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the chairman of the meeting shall have a second or casting vote.
The Directors may meet in any part of the world and meetings may take place by telephonic means, conference telephone, video link or any other audio visual or audio - visual communication notwithstanding that the Directors present by any such means of communication may not all be meeting in the same place; provided that each Director shall be able to take part in the meeting and correspond or interact with the other Directors simultaneously.
The quorum necessary for the transaction of business at a meeting of the Board shall be such number not being less than 4 as shall from time to time be determined by the Board. Directors taking part in the meeting in accordance with Article 39 shall accordingly be treated as present at such meeting and shall be entitled to vote and be counted towards a quorum.
The Board may delegate any of their powers to such committees or individuals on such terms and subject to each stipulations as the Board may from time to time decide provided that such committees or individuals shall report back to the Board on actions taken under delegated powers.
The Directors may, from their number, from time to time elect and remove a Chairman, Deputy-Chairman and Treasurer. The Chairman, or in his absence the Deputy-Chairman or in his absence the Treasurer shall preside at all meetings of the Directors, but if no such Chairman, Deputy-Chairman or Treasurer are present within five minutes after the time appointed for holding the meeting, then the Directors present may choose one of their number to be Chairman of the meeting.
The Secretary of the Society shall be appointed by the Directors on such terms and for such period as the Directors think fit. Any Secretary so appointed may be removed from office by the Directors.
The Secretary of the Society shall on the request in writing of the Chairman or any three Directors summon a meeting of the Board by notice served on the Directors. A Director who is absent abroad shall not be entitled to notice of any meeting.
A meeting of the Board at which a quorum is present shall be competent to exercise all the authorities powers and discretions by or under these Articles vested for the time being in the Board.
All acts bona fide done by any meeting of the Board or by any person acting as a Director shall notwithstanding it be afterwards discovered that there was some defect in the appointment of any Director or Directors or person so acting or that they or any of them were disqualified be as valid as if every such person had been duly appointed and was qualified to be a Director.
The Board shall cause minutes to be made of all resolutions and proceedings at all meetings of the Society and of the Board.
A resolution in writing signed by all the Directors for the time being in the United Kingdom shall be as valid and effectual if it had been passed at a meeting of the Board duly convened an constituted. Such resolutions can be by fax.
The continuing Directors or a sole continuing Director may act notwithstanding any vacancies in their body, but if and so long as the number of directors is reduced below the minimum number fixed by or in accordance with these Articles, or below the number fixed by or pursuant to these Articles as the quorum of Directors, the continuing Directors or Director may act for the purpose of filling up vacancies in their body or of summoning general meetings of the Society, but not for any other purpose. If there be no Directors or Director able or willing to act, then any two members may summon a general meeting for the purpose of appointing Directors.

Disqualification of directors

The office of Director shall be vacated if he: -
1. Becomes prohibited from being a Director by reason of any Order under the Act;
2. Becomes permanently incapable of acting;
3. Resigns his office by notice in writing to the Society;
4. Is absent from four consecutive meetings of the Board and the Board resolves that he shall no longer hold office;
5. Is directly or indirectly interested in any contract with the Society unless fully disclosed in writing to the Board at its next scheduled meeting;
6. Ceases to be a Member under Article 10.

Seal

The seal of Society shall not be affixed to any instrument except by the authority of a resolution of the Board and in the presence of at least two Directors and of the Secretary or of such a person as the Board may appoint for the purpose in place of the Secretary and those persons shall sign every instrument to which the seal shall be affixed in their presence.

Accounts

The Board shall cause proper and sufficient books of account to be kept with respect to all money received and expended by the Society and the matters in respect of which the receipts and expenditure take place all sales and purchases of goods by the Society and the assets and liabilities of the Society
The books of account shall be kept at a registered office of the Society and shall always be open to the inspection of any Director. Subject to such reasonable conditions as to the time and manner of inspecting the same as shall from time to time be imposed by the Society in general meeting such books of accounts shall be open to the inspection on the Members at all reasonable times during business hours.
The board shall each year in accordance with the Act prepare and submit to the Society in general meeting, in paper or electronic form, such income and expenditure accounts balance sheets and reports as are required by the Act.
A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Society in general meeting together with a copy of the auditors' report shall not less than 21 days before the date of the meeting be sent to all persons entitled to receive notice of general meetings of the Society.

Auditors

Auditors shall be appointed and their duties regulated in accordance with the Act.

Notices

The Society may, subject to and in accordance with the Companies Acts and these Articles, send or supply all types of notices, documents or information to members by electronic means and/or including by making such notices or information available on a website.
A notice may be served by the Society upon any Voting Member either personally or by sending it through the post in a prepaid letter addressed to such Member at his registered address, or in electronic form. Any notice if served by the post shall be deemed to have been served within 24 hours from the time when the letter containing the same was posted and in proving such service it shall be sufficient to prove that such letter was properly addressed prepaid and posted.
Any notice, document or information which is sent or supplied by the Society by electronic means shall be deemed to have been received by the intended recipient 24 hours after it was transmitted and in proving such receipt it shall be sufficient to show that such notice, document or information was properly addressed.
Any notice, or document or information which is sent or supplied by the Society by means of a website shall be deemed to have been received when the material was first made available on the website or if later when the recipient received or is deemed to have received notice of the fact that the material was available on the website.
A Voting Member whose registered address is not within the United Kingdom shall only be entitled to receive any Notices from the Society if he shall give to the Society an address within the United Kingdom at which notices may be served on him.
The provisions of Clause 8 of the Memorandum of Association relating to the winding-up or dissolution of the Society shall have effect as if they were repeated in these articles.

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