Limited by Guarantee - Clauses

Incorporating a club

add the following:

every person who at the date of incorporation of the Company was a member of the unincorporated association known as [name of club], and who within [      ] months after incorporation, deposits at the registered office a written election to become a member.

Transfer of membership

add the following:

A member may transfer his membership rights and privileges by signing a document in writing and depositing it at the registered office of the Company. The Board must promptly register the name of the transferee in the register of members and must notify the transferee of the date on which it was admitted to membership.

Death of a member

delete the reference to the death of a member and add:

On the death of a member, one of his personal representatives is entitled, with the approval of the Board, to succeed to the rights of membership himself, or to transfer them to another person.

Postal ballots

Additional clause:

The Board may resolve that any matter which these articles permit the Company to deal with by means of an ordinary resolution, and is not required by the Act to be dealt with by the Company in general meeting, may be determined by a postal ballot to be conducted in a manner determined by the Board. Any resolution declared by the Board to have been passed by a simple majority of the members of the Company who cast votes for or against the resolution in the ballot, has effect as if it were an ordinary resolution of the Company passed at a properly convened and properly conducted meeting.

Property Management

insert in definition of the Objects

To acquire, develop, manage, deal with and administer the freehold or leasehold property or properties known as [name of Estate] ("the Estate"), together with services, facilities and amenities of every description in relation to the Estate.

Articles

Additional definitions:

"the Estate" has the meaning given in clause [3] of the Memorandum;

"Dwelling" means any residential unit in the Estate;

"Tenant" means the person or persons to whom a lease or tenancy of a Dwelling has been granted;

A company to manage an existing block or estate

Article 2: substitute the following:

The company must keep a register of members as required by the Act. The subscribers to the Memorandum are the first members. Apart from the subscribers, only Tenants will be admitted as members. The Company must accept as a member every person who is a Tenant and who has complied with this Article. Every member other than the subscribers must sign a written consent to become a member. If two or more persons are together one Tenant they must each sign a written consent, but they will together count as one member. The person whose name appears first in the register of members will be entitled to exercise the voting powers of that member.

Article 3: substitute the following:

Each subscriber to the Memorandum who is not a Tenant will automatically cease to be a member as soon as Tenants for all the Dwellings have become members. A Tenant may not resign as a member while holding (either alone or jointly with others) a legal estate in a Dwelling. A Tenant will automatically cease to be a member on the registration of a successor to his Dwelling as a member. If a member dies or becomes bankrupt, his personal representatives or trustee in bankruptcy will be entitled to be registered as a member if he is or they are a Tenant.