Limited by Guarantee - Expelling a Member

Articles

No Rule as to the manner in which a member may be removed from membership of the Company is valid unless it provides that the member is to be given an opportunity to be heard at any meeting at which the question of removal is to be determined.

Rules or Articles (Articles should always have numbered paragraphs)

Any member of the Company may be removed from membership in accordance with the following rules but by no other method.

A member may be removed if, in the opinion of the Board, he has acted or has threatened to act in a manner which is contrary to the interests of the Company as a whole or if his conduct (whether as a member or otherwise) is likely to bring the Company, or any or all of its Directors or members into disrepute.

If at a meeting of the Board a resolution is passed to remove a member, the Board must serve a notice on the member stating that the Board has resolved to invoke the provisions of these rules and giving a statement of the reasons for the Board's decision. The statement of reasons must be sufficiently detailed in the circumstances to enable the member to know the case against him.

The notice to the member must also give the member the opportunity to make representations to the Board in writing or in person at a mutually convenient time as to why he should not be removed as a member. The Board must consider any representations made by the member and, if the representations are not made by the member at a Board meeting, the Board must consider the representations at the next Board meeting.

After the Board meeting at which the representations are considered, the Board must serve a notice on the member informing him of the decision. If the decision is to remove the member, this must be reflected in the register of members as soon as reasonably practicable.

There will be no right of appeal from a decision of the Board to remove a member. After the removal of the member has been noted in the register of members he will have no right to attend and vote at general meetings of the Company and he will cease to be entitled to any other benefits of membership. He will not be entitled to a refund of any subscription, membership fee or joining fee paid by him for his membership of the Company.

The Board's proceedings and the statement of reasons for removal will be confidential and the Board must make no statement to the other members of the Company concerning the member's removal unless the member himself chooses to make public the issue of his removal, or to make it a matter of interest to the members of the Company.