Timeshare Association (Timeshare Owners and Committees)
Company Number 04337250
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION
1 In these Articles
‘the Company’ means the Timeshare Association (Timeshare Owners and Committees), also known as TATOC, intended to be regulated by these Articles;
‘the Act’ means the Companies Act 1985 including any statutory modifications or re-enactment thereof for the time being in force;
‘the Articles’ means these articles of association of the Company;
‘the Auditors’ means the auditors of the Company;
‘the Board of Directors’ means the board of directors of the Company;
‘the Memorandum’ means the memorandum of association of the Company;
‘Office’ means the registered office of the Company;
'Points Club' means any club or association, membership of which is open to individuals and which operates a point system in respect of the timeshare ownerships of its members.
‘the Seal’ means the common seal of the Company;
‘Secretary’ means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company;
Subject as aforesaid, words or expressions contained in these Articles shall, unless the context requires otherwise, bear the same meaning as in the Act.
2 Membership
2.1 Membership of the Company shall be open to:
(a) any Points Club, timeshare owners’ committee, association or other similar owner representative organisation (both in the UK and abroad) which has paid the annual subscription laid down by the Board of Directors from time to time as payable by that committee. Such members will be known as Committee Members.
(b) any individual who currently owns any timeshare weeks, timeshare points or similar assets recognised as timeshare by the Board of Directors, either in the UK or abroad, who has paid the annual subscription laid down by the Board of Directors from time to time as payable by an individual timeshare owner. Such members will be known as Individual Members.
2.2 Voting Rights
2.2.1 Every Committee Member shall appoint an individual as representative to vote at General Meetings of the Company, and may appoint an alternative to replace the appointed representative at any general meeting of the Company if the appointed representative is unable to attend. When voting on behalf of a Committee Member the appointed representative shall be entitled to tender as many votes as the organisation has weeks or, in the case of Points Clubs, an equivalent number of weeks as agreed by the Secretary. This number of votes shall be subject to a maximum of 2,500 votes. In all cases a Committee Member will have the principal voting rights for all weeks at their resort.
2.2.2 An Individual Member (or a Committee Member representing a Points Club) shall have voting rights only for those weeks owned at a resort/resorts where those weeks do not already entitle a Committee Member to vote. Where such members own weeks at a Committee Member resort the voting rights for these weeks reside with the Committee Member’s nominated representative.
2.2.3 The number of votes to which an Individual Member is entitled shall be subject to a maximum of 10 votes.
2.3 Every Committee Member shall notify the Secretary of the name of their appointed representative and of any alternative.
2.4 A Committee Member or Individual Member shall at all times comply with any such regulations and conditions of the Company as contained within these Articles and that the Company in General Meeting may from time to time deem necessary.
2.5 Discretion as to applications and eligibility for membership shall at all times be under the control of the Directors.
2.6 The Directors may refuse an application for membership without being required to give any explanation thereof and shall refuse any application for membership made in contravention of any provisions of the Memorandum and Articles of the Company.
2.7 The Board of Directors may by a vote of at least two thirds of the Board of Directors and for good reason terminate the membership of any Committee Member or Individual Member PROVIDED THAT the member concerned shall have the right to be heard by the Board of Directors before the final decision is made.
3 Board of Directors
The number of directors shall be not less than 5 and not more than 10. The Board of Directors shall determine the precise number of directors.
4 Appointment and retirement of Directors
4.1 At the annual general meeting (“AGM”) following the adoption of these articles, and every subsequent AGM one third of the directors shall retire or, if the number is not three or a multiple of three, the nearest number below one third shall retire from office. Directors retiring under Article 4.1 may be considered for re-election to the board subject to Article 4.3.
4.2 The Directors to retire under Article 4.1 shall be those who have been longest in office since the last appointment or reappointment, but as between persons who became or were last reappointed directors on the same day, those to retire shall (unless otherwise agreed among themselves) be determined by lot.
4.3 Notwithstanding Article 4.1 Directors shall stand down and not be eligible for re- election at an AGM that would extend their continuous period as a Director beyond 6 years, provided that the application of this Article shall not result in the number of Directors (including those standing for election at the AGM) falling below the minimum number required under Article 3.
4.4 Any Director standing down under Article 4.3 may be considered for re-election at any subsequent AGM.
4.5 Any Director standing down under Article 4.3 may be invited by the Board to continue to serve on the Board as adviser or co-opted member and, if willing, be otherwise called on by the CEO where required.
4.6 Eligibility for appointment to the Board of Directors is restricted to:
(a) any person who is (or who has been for at least three consecutive years in the Association or other similar representative body in membership of the Company.
(b) any Individual Member of TATOC who has owned any timeshare (in the UK or abroad) for at least ten years.
4.7 Should a member of the Board of Directors cease to qualify for membership of the Board of Directors in accordance with clause (4.3) that member shall cease to hold office at the next AGM of the Company.
4.8 Nominations for the Board of Directors must be made by members of the Company in writing and must be in the hands of the Secretary of the Board of Directors at least 90 days before the Annual General Meeting.
4.9 At least two months before the date of the AGM notice shall be given to the members of those persons nominated or otherwise standing for appointment or reappointment as a director. The notice shall state the number of vacancies which are to be filled. The persons to be appointed as directors shall be determined by a ballot of those members present at the AGM. It shall not be necessary for a person to be present at the AGM to be elected to the Board of Directors.
4.10 The Board of Directors may appoint not more than five people as co-opted members who have skills; experience knowledge that would be of benefit to the governance of the Company. Each appointment of a co-opted member shall be made at a meeting of the Board of Directors and shall take effect from the end of that meeting until the next Annual General Meeting. Co-opted members shall NOT have a vote.
4.11 A member of the Board of Directors shall cease to hold office if he /she:
(a) is disqualified from acting as a member of the Board of Directors by virtue of any criminal act (excluding traffic offences);
(b) becomes incapable by reason of mental disorder, illness or injury of managing and administering his/her own affairs;
(c) is absent without the permission of the Board of Directors for three consecutive meetings and the Board of Directors resolve that his/her office be vacant;
(d) notifies the Board of Directors of their wish to resign.
5 Proceedings of the Board of Directors
5.1 Subject to the provisions of the articles, the Board of Directors may regulate their proceedings as they think fit. A special meeting may be called at any time by the Chairman or by any two members of the Board of Directors upon not less than 21 days notice being given to other members of the Board of Directors of the matters to be discussed. Every matter shall be determined by a majority of votes of the Directors present at the meeting. In the event of an equality of votes the Chairman shall have a casting vote.
5.2 The quorum for the transaction of the business of the Board of Directors shall be one half of their number or three Directors whichever is the greater.
5.3 The Board of Directors may act notwithstanding any vacancies in their number, but. if the number of directors is less than three, the continuing directors or director may act only for the purpose of filling vacancies or the calling of a general meeting.
5.4 The Board of Directors shall appoint one of their number to be the Chairman at their first meeting following the Annual General Meeting and may at any time remove him/her from that office. Unless he/she is unwilling to do so, the director so appointed shall preside at every meeting of the Board of Directors at which he/she is present. If there is no director holding that office, or if the director holding office is absent from the meeting the members of the Board of Directors present shall choose one of their number to be chair of the meeting before any business is transacted.
5.5 Membership subscriptions shall be set each year by the Board of Directors.
5.6 The funds of the Company including all subscriptions, donations and contributions shall be paid into a bank account operated by the Board of Directors in the name of the Company at such a bank as the Board of Directors shall from time to time decide. All cheques drawn on the account in excess of £500 must be signed by at least two members of the Board of Directors.
5.7 The Board of Directors shall ensure for the Company:
(a) the keeping of accounting records
(b) the preparation of annual statements of accounts
(c) the auditing or independent examination of the statement of accounts annually.
5.8 The Board of Directors shall have the power to cancel the membership of any member if a subscription shall remain unpaid for six months from the date of the invoice.
6 Directors expenses
6.1 Directors shall be reimbursed for all reasonable expenses incurred in the course of their work for the Company.
7 Executive appointments
7.1 The Board of Directors may appoint one or more of their number to any executive office, provided that no more than one third of the total number of directors at anyone time holds an executive office. Any such appointment may be made upon such terms and with such remuneration as the Board of Directors determines. Any appointment of a director to an executive office shall terminate by decision of the board or if he/she ceases to be a director.
7.2 Except to the extent permitted by clause 5 of the memorandum, or clause 7.1 of the articles, no director shall take or hold any interest in property belonging to the Company or be interested otherwise than as a director in any other contract to which the company is a party.
8 General Meetings
8.1. The Company shall hold an AGM each year in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling the meeting. The AGM shall be held not more than fifteen months after the last AGM.
8.2 Every Annual General Meeting or Extraordinary General Meeting shall be called by at least twenty-one days notice. 8.2 All General Meetings shall be chaired by the Chairman of the Board of Directors and in his/her absence by a person appointed by those persons present.
8.3 The Board of Directors shall present at every AGM the Annual Report and Accounts for the preceding year.
8.4 No member shall be entitled to vote unless all moneys payable to the company have been paid.
9 Proceedings at General Meetings
9.1 The Secretary or other person specifically appointed by the Board of Directors shall keep a full record of proceedings at every General Meeting of the Company.
9.2 There shall be a quorum when at least one tenth of the members of the Company or ten members of the Company whichever shall be the greater are present at any General Meeting.
9.3 If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be dissolved and reconvened at a date, time and place as the Directors may determine.
10 Notices
10.1 Any notice required to be served on any member of the Company shall be in writing and shall be served by the Secretary of the Board of Directors on any member either personally or by sending it by email or through the post in a prepaid letter addressed to such member at his/her last known address.
11 Indemnity
11.1 Subject to the provision of the Act every director or other officer or auditor of the Company shall be indemnified out of the assets of the Company against any liability incurred by him/her in that capacity in defending any proceedings, whether civil or criminal, in which judgement is given in his/her favour or in which he is acquitted or in connection with any application in which relief is granted to him/her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company.
11.2 The Company and the Board of Directors shall be empowered to take out indemnity insurance or insurances to cover any future potential liability of any Director, Officer or appointed Auditor of the Company.
12 The Seal
12.1 The Seal shall only be used when authorised by the Board of Directors. The Board of Directors may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a director and the secretary or by a second director.
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