Company No: 11648710

THE COMPANIES ACT 2006
COMPANY LIMITED BY GUARANTEEARTICLES OF ASSOCIATIONOF
THE MATRIX.ORG FOUNDATION C.I.C.
Adopted by Special Resolution dated 15 May 2019

Taylor Vinters LLP
Merlin Place
Milton RoadCAMBRIDGE
CB4 0DP
Tel: 01223 423444
Fax: 01223 423944
Email: chris.willis.pickup@taylorvinters.com
Our Ref: CWP/446028.1

1

THE MATRIX.ORG FOUNDATION C.I.C.
INDEX
CLAUSE

PAGE

1NAME AND STATUS ............................................................................................. 32

DISAPPLICATION OF MODEL ARTICLES........................................................... 33

DEFINITIONS AND INTERPRETATION ................................................................ 3

4

COMMUNITY INTEREST COMPANY.................................................................... 7

5

ASSET LOCK ......................................................................................................... 7

6

NOT FOR PROFIT.................................................................................................. 8

7

OBJECTS ............................................................................................................... 88POWERS ................................................................................................................ 89

APPLICATION OF INCOME AND PROPERTY................................................... 11

10

WINDING UP OR DISSOLUTION .................................................................... 1111

MEMBERSHIP .................................................................................................. 1112

LIABILITY OF MEMBERS ................................................................................ 12

13

MEETINGS OF MEMBERS .............................................................................. 13

14

NOTICE OF AND PROCEEDINGS AT MEETINGS OF MEMBERS ............... 13

15

THE GUARDIANS ............................................................................................ 14

16

NUMBER OF GUARDIANS .............................................................................. 14

17

APPOINTMENT AND RETIREMENT OF GUARDIANS .................................. 15

18

DISQUALIFICATION AND REMOVAL OF GUARDIANS................................ 1519

GUARDIANS' PROCEEDINGS ........................................................................ 16

20

GUARDIANS' POWERS ................................................................................... 1721

DELEGATION OF GUARDIANS’ POWERS .................................................... 17

22

CONFLICTS OF INTEREST AND LOYALTY .................................................. 18

23

MINUTES .......................................................................................................... 20

24

RECORDS AND ACCOUNTS .......................................................................... 21

25

COMMUNICATIONS......................................................................................... 21

26

INDEMNITY....................................................................................................... 222

PART 1 - PRELIMINARY
1

NAME AND STATUS

1.1

The name of the Foundation is “The Matrix.org Foundation C.I.C.”.

1.2

The Foundation is registered under the Companies Act as a company
limited by guarantee in England and Wales.

2

DISAPPLICATION OF MODEL ARTICLES

2.1

The Articles alone shall constitute the regulations of the Foundation. The
regulations contained in The Model Articles for Private Companies Limited
by Guarantee (contained in Schedule 1 of the Companies (Model Articles)
Regulations 2008 (SI 2008/3229) shall not apply to the Foundation.

3

DEFINITIONS AND INTERPRETATION

3.1

In these Articles, the following expressions have the following meanings
and interpretations unless the context indicates another meaning:
the Articles

the Foundation's Articles of Association, andArticle refers to a particular Article

Board

the Board of Guardians

Chair

the chair of the Guardians as appointed inaccordance with article 20.1.2

Clear Day

does not include the day on which notice isserved or deemed to be served or the day forwhich it is given or on which it is due to take effect

the Companies Act

the Companies Act 2006 including any statutory
modification or re-enactment thereof for the time
being in force

Conflict

means a situation in which a Guardian has or canhave, a direct or indirect interest that conflicts or
possibly may conflict, with the interests of theFoundation

Connected Person

in relation to a Guardian, a person with whom theGuardian shares a common interest such that3

he/shemayreasonablyberegardedasbenefiting directly or indirectly from any material
benefit received by that person, being either amember of the Guardian’s family or household ora person or body who is a business associate of
the Guardian, and (for the avoidance of doubt)
does not include a company with which theGuardian’s only connection is an interest
consisting of no more than 20% of the voting
rights or share capital
Custodiana person or body who undertakes safe custodyof assets or of documents or records relating tothemElectronic Meansrefers to communications addressed to specified
individuals by telephone, fax or email or, in
relation to meetings, by telephone conference
call or video conference

Financial Expert

an individual, company or firm who is authorised
to give investment advice under the Financial
Services and Markets Act 2000

Financial Yearthe Foundation’s financial year

Firm

includes a limited liability partnershipFoundation

the company governed by these Articles

General Meetinga meeting of the members of the Foundation,acting in that capacity

Guardiana director of the Foundation and 'Guardians'
means the directors

Guiding Principles

the guiding principles of the Foundation as set
out in the Rules

4

Indemnity Insurance

insurance against personal liability incurred by
any Guardian for an act or omission which is or
is alleged to be a breach of trust or breach ofduty, unless the act or omission amounts to acriminal offence or the Guardian concerned knew
that, or was reckless whether, the act or omission
was a breach of trust or breach of dutyInterested Guardian

has the meaning given in Article 22.2

Material Benefit

a benefit, direct or indirect, which may not befinancial but has a monetary value

Matrix

means

the

open

protocolforsecuredecentralised communication defined in the
MatrixSpecification

availableathttps://matrix.org/docs/spec (or other location
specified by a Decision of the Guardians fromtime to time), and the associated global networkand ecosystem implemented using that protocol
Member/Membershiprefers to a person or body corporate that is either
a subscriber to the Memorandum or is otherwise
admitted to membership of the company inaccordance with these Articles (and for the
avoidance of doubt, does not refer to subscribing
members, associates or affiliates granted suchstatusinaccordancewith

ArticleError!

Reference source not found.)Memorandum

the Foundation's Memorandum of AssociationMonthcalendar monthNominee Company

a corporate body registered or having anestablished place of business in England andWales which holds title to property for another

Ordinary Resolutiona resolution agreed by a simple majority of theMembers present and eligible to vote at a general5meeting or in the case of a Written Resolution by
Members who together hold a simple majority ofthe voting power
the Objects

the Objects of the Foundation as defined in
Article 7

Regulator

the Regulator of Community Interest Companies

Rules

the rules of the Foundation made by the
Guardians under Article Error! Reference
source not found.

Special Resolutiona resolution of which at least 14 days' notice has
been given agreed by a 75% majority of theMembers present and eligible to vote at a general
meeting or in the case of a Written Resolution by
Members who together hold 75% of the voting
power

Subsidiary Company

any company in which the Foundation has aninterest that consists of more than 50% of theshare capital of the company or controls morethan 50% of the voting rights at a general
meeting of the company, and in respect of which
the Foundation has the right to appoint one ormore directors

Taxable Trading

carrying on a trade or business in such manneror on such a scale that some or all of the profits
are subject to corporation tax

Written or in Writingrefers to a legible document on paper or adocument sent by electronic means which iscapable of being printed out on paper

Written Resolution

refers to an Ordinary or a Special Resolution
which is in Writing

3.2

Expressions not otherwise defined which are defined in the Companies Act
6have the same meaning.
3.3

References to an Act of Parliament are to that Act as amended or reenacted from time to time and to any subordinate legislation made underit.
PART 2 – ASSET LOCK, OBJECTS AND POWERS OF THE FOUNDATION

4COMMUNITY INTEREST COMPANY

4.1

The Foundation is to be a community interest company.

5

ASSET LOCK

5.1

The Foundation shall not transfer any of its assets other than for fullconsideration.

5.2

Provided the conditions in Article 5.3 are satisfied, Article 5.1 shall not
apply to:5.2.1

the transfer of assets to any specified asset-locked body, or (with theconsent of the Regulator) to any other asset-locked body; and5.2.2

the transfer of assets made for the benefit of the community other than by
way of a transfer of assets into an asset-locked body.

5.3

The conditions are that the transfer of assets must comply with any
restrictions on the transfer of assets for less than full consideration which
may be set out elsewhere in the Articles of the Foundation.

5.4

If:

5.4.1

the Foundation is wound up under the Insolvency Act 1986; and5.4.2

all its liabilities have been satisfied,
any residual assets shall be given or transferred to the asset-locked bodyspecified in Article 5.5 below.

5.5

For the purposes of this Article 5, the Guardians (with the consent of theRegulator) shall nominate an asset-locked body, whose restrictions on
distributions are no less onerous than those set out in the Foundation’s
Articles, as the recipient of the Foundation’s assets under Articles 5.2, 5.4
and 10.
7

6

NOT FOR PROFIT

6.1

The Foundation is not established or conducted for private gain: any
surplus or assets are used principally for the benefit and promotion of
Matrix.

7

OBJECTS

7.1

The objects of the Foundation are for the benefit of the community as awhole to:
7.1.1

empower users to control their communication data and havefreedom over their communications infrastructure by creating,
maintaining and promoting Matrix as an openly standardised
secure decentralised communication protocol and network, open toall, and available to the public for no charge;

7.1.2

build and develop an appropriate governance model for Matrix
through the Foundation, in order to drive the adoption of Matrix asa single global federation, an open standard unencumbered fromany proprietary intellectual property and/or software patents,
minimising fragmentation (whilst encouraging experimentation),maximising speed of development, and prioritising the long-term
success and growth of the overall network over the commercial
concerns of an individual person or persons.

7.2

The objects shall be supported by the Guiding Principles.

8

POWERSThe Foundation has the power to do anything which is calculated to further
its Objects or is conducive or incidental to doing so. In particular, theFoundation has power to:

8.1

Develop, organise and implement any programmes and activities;

8.2

Make any kind of donation, grant or loan, and provide scholarships,
bursaries and sponsorship or otherwise support projects or initiatives;

8.3

Issue appeals, raise funds, invite and receive donations, legacies, grants,
property and other gifts, save that the Foundation shall be free to disclaim
any gift, legacy or bequest in whole or part in such circumstances as theFoundation may think fit, subject to such consents as may be required by
8

law;
8.4

Prepare, edit, print, publish, issue, acquire and distribute information in any
media format (or commission other bodies or individuals to do so);

8.5

Provide, promote and sponsor conferences, discussions, exhibitions andother like events;

8.6

Promote, sponsor, commission or carry out research;

8.7

Co-operate with other bodies in any way, including the exchange of
information and advice, entering partnerships, joint working arrangements
and joint ventures;

8.8

Support, administer or set up charities, associations or institutions;

8.9

Amalgamate with any company, institutions, societies or associations
which shall have objects altogether or mainly similar to those of theFoundation and prohibit payment of any dividend or profit to any of theirmembers at least to the same extent as such payments or distributions areprohibited in the case of Members of the Foundation by these Articles;

8.10

Draw, make, accept, endorse, discount, execute and issue promissory
notes, bills, cheques and other instruments, and to operate bank accounts
in the name of the Foundation;

8.11

Give guarantees;

8.12

Give security for loans or other obligations;8.13

Purchase, take on lease or in exchange, hire or otherwise acquire real,
personal or intangible property or assets and rights or privileges andconstruct, maintain and alter buildings or structures;

8.14

Pay outgoings and expenses and execute documents and do all things
required in connection with the use, maintenance, upkeep, expansion,
alteration or improvement of any such property;

8.15

Sell, manage, let or mortgage, charge, dispose of or turn to account all or
any of the property or assets of the Foundation, subject to such consents
as may be required by law;
9

8.16

Raise funds;

8.17

Borrow funds;

8.18

Set aside funds for special purposes or as reserves against future
expenditure;

8.19

Deposit or invest funds in any manner;

8.20

Delegate the management of investments to a Financial Expert, on suchterms as the Guardians consider fit and subject to review at least annually.

8.21

Arrange for investments or other property of the Foundation to be held in
the name of a nominee company acting under the direction of theGuardians or controlled by a Financial Expert acting under theirinstructions, and pay any reasonable fee required;

8.22

Deposit documents and physical assets with any company registered or
having a place of business in England or Wales as Custodian, and pay any
reasonable fee required;

8.23

Insure the property of the Foundation against any foreseeable risk andtake out other insurance policies to protect the Foundation and its officers,
staff and voluntary workers when required;

8.24

Subject to Article 9, employ paid or unpaid agents, staff or advisers and to
make all reasonable and necessary provisions towards the payment ofpensions and superannuation to staff;

8.25

Enter into contracts to provide services to or on behalf of other bodies;

8.26

Establish or acquire subsidiary companies;

8.27

Pay out of the funds of the Foundation the costs, charges and expenses
incurred in relation to the formation and registration of the Foundation;

8.28

Apply for the registration of any patents, rights, copyrights, licences andthe like;

8.29

Provide indemnity insurance to cover the liability of any Member orGuardian, in accordance with these Articles; and

10

8.30

Do anything else within the law which promotes or helps to promote the
Objects.

9

APPLICATION OF INCOME AND PROPERTY

9.1

The income and property of the Foundation from wherever derived shallbe applied solely in promoting the Foundation’s Objects.

9.2

No distribution shall be paid or capital otherwise returned to the Members
in cash or otherwise.

9.3

Nothing in these Articles shall prevent any payment in good faith by theFoundation of:
9.3.1

reasonable and proper remuneration to any Member, Guardian,other officer or servant of the Foundation, or any Connected
Person, for any services rendered to the Foundation;

9.3.2

any interest on money lent by any Member, any Guardian or any
Connected Person at a reasonable and proper rate; or

9.3.3

reasonable and proper rent for premises demised or let by any
Member or Guardian.

10

WINDING UP OR DISSOLUTION

10.1

If upon the winding up or dissolution of the Foundation there remains, after
the satisfaction of all its debts and liabilities, any property whatsoever, thesame shall not be paid to or distributed among the Members, but shall begiven or transferred in accordance with Article 5.5 to another body or
bodies (charitable or otherwise) having objects similar to the Objects of theFoundation and which shall prohibit the distribution of its or their income
and property among its or their members to an extent at least as great as
is imposed on the Foundation under or by virtue of Article 9 hereof, suchbody or bodies to be determined by the Guardians of the Foundation at or
before the time of dissolution, and in so far as effect cannot be given tosuch provision, then to a charitable body.
PART 3 - MEMBERS

11

MEMBERSHIP

11.1

The subscribers to the memorandum are the first Members of the11Foundation.
11.2

Such other persons as are admitted to membership in accordance with the
Articles shall be Members of the Foundation.

11.3

The Foundation must maintain a register of Members.

11.4

Membership is open only to the Guardians.

11.5

No person shall be admitted as a Member of the Foundation unless he or
she is approved by the Guardians.

11.6

Every person who wishes to become a Member shall deliver to theFoundation an application for membership in such form (and containing
such information) as the Guardians require and executed by him or her.

11.7

Membership is not transferable to anyone else.

11.8

Membership is terminated if the Member concerned:
11.8.1

Gives written notice of resignation provided that, on theirresignation, at least two Members remain;

11.8.2

Ceases to be a Guardian;

11.8.3

Dies or ceases to exist; or

11.8.4

Otherwise in accordance with the Articles.

12

LIABILITY OF MEMBERS

12.1

The liability of Members is limited.

12.2

Every Member promises, if the Foundation is dissolved while he/she
remains a Member or within one year after he/she ceases to be a Member,to pay up to £1 towards:
12.2.1

Payment of those debts and liabilities of the Foundation incurred
before he/she ceased to be a Member;

12.2.2

Payment of the costs, charges and expenses of winding up; and12.2.3

The adjustment of rights of contributors among themselves.

12

13

MEETINGS OF MEMBERS

13.1

Members are entitled to:
13.1.1

Receive the accounts of the Foundation for each financial year;

13.1.2

Receive an annual written report on the Foundation’s activities; and13.1.3

Appoint reporting accountants or auditors for the Foundation(unless such accountants or auditors are automatically deemed
reappointed under the Companies Act).

13.2

The Board shall call a general meeting if required to do so by the Membersin accordance with section 303 of the Companies Act.

14

NOTICE OF AND PROCEEDINGS AT MEETINGS OF MEMBERS

14.1

Members are entitled to attend general meetings in person or by proxy (butonly if the appointment of a proxy is in Writing and notified to theFoundation before the commencement of the meeting).

14.2

A person who is not a Member of the Foundation shall not have any rightto vote at a general meeting of the Foundation; but this is without prejudice
to any right to vote on a resolution affecting the rights attached to a classof the Foundation’s debentures.

14.3

General meetings are called on at least 14 and not more than 28 Clear
Days' written notice, unless the Members consent to a shorter period ofnotice in accordance with the Companies Act, and subject to any specificprovisions of the Companies Act in relation to a requirement for longer
periods of notice.

14.4

A notice of a general meeting shall set out the business to be discussed
and the right of a Member to appoint a proxy, in accordance with therequirements of the Companies Act.

14.5

There is a quorum at a general meeting if the number of Members present
in person or by proxy is at least two.

14.6

The Chair of Guardians shall chair general meetings, except that if the
Chair is unwilling or unable to chair for all or part of a meeting, any person
nominated by the Members present at the general meeting may act as13

chairperson.
14.7

The person chairing the meeting may, with the consent of a meeting at
which a quorum is present (and shall if so directed by the meeting), adjournthe meeting from time to time and from place to place, but no businessshall be transacted at the adjourned meeting other than business thatmight properly have been transacted at the meeting had the adjournment
not taken place.

It shall not be necessary to give any notice of an

adjournment or of the business to be transacted at an adjourned meeting
unless a meeting is adjourned for fourteen days or more, in which case atleast seven days’ notice of the adjourned meeting shall be given.
14.8

Except where otherwise provided by the Articles or the Companies Act,every matter proposed at a general meeting is decided by Ordinary
Resolution.

14.9

Every Member present in person or by proxy has one vote on each matter.

14.10

Except where otherwise provided by the Articles or the Companies Act, aWritten Resolution (whether an Ordinary or a Special Resolution) is asvalid as an equivalent resolution passed at a general meeting. For thispurpose the Written Resolution may be set out in more than one document.

14.11

A technical defect in the appointment of a Member of which the Members
are unaware at the time does not invalidate a decision taken at a general
meeting or a Written Resolution.
PART 4 - GUARDIANS

15

THE GUARDIANS

15.1

Subject to the provisions of the Act, these Articles, the Rules and to any
directions given by Special Resolution of the Members, the business of theFoundation shall be overseen by the Guardians. However no resolution
passed by the Foundation in a general meeting shall invalidate any prior
act of the Guardians which would have been valid if that resolution had notbeen passed.

16

NUMBER OF GUARDIANS

16.1

The minimum number of Guardians shall be two and the maximum number
shall be twelve.
14

17

APPOINTMENT AND RETIREMENT OF GUARDIANS

17.1

The Guardians shall appoint any individual who is eligible as a Guardian
to fill a vacancy or (subject to the maximum number permitted by Article
16.1) as an additional Guardian, subject to any requirements set out in theRules from time to time, and provided at least 75% of the current
Guardians approve the appointment.

17.2

A Guardian may not act as a Guardian unless he/she:
17.2.1

Is admitted as a Member;

17.2.2

Signs a Written declaration of willingness to be a Guardian of theFoundation;

17.2.3

Is over 16; and17.2.4

Is not disqualified from acting as a company director under theCompanies Act.

17.3

A Guardian may retire by giving written notice to the Foundation, and such
resignation takes effect in accordance with its terms, save that a
Guardian’s notice of resignation will not take effect if, after theirresignation, there would then be fewer than the minimum number ofGuardians as set out in Article 16.

17.4

A technical defect in the appointment of a Guardian of which the Guardians
are unaware at the time does not invalidate decisions taken at a meetingof the Guardians.

18

DISQUALIFICATION AND REMOVAL OF GUARDIANS

18.1

A Guardian's term of office as such automatically terminates if he/she:
18.1.1

Is disqualified under the Companies Act from acting as a directorof the Foundation;

18.1.2Is incapable, whether mentally or physically of managing his/her
own affairs;

18.1.3Is absent without notice from three consecutive meetings of theGuardians and is removed from office by a majority decision of theother Guardians;1518.1.4

Has a bankruptcy order made against him/her;

18.1.5Is removed by the Members at a General Meeting under theCompanies Act;18.1.6Is removed by a resolution approved by at least 75% of theGuardians on the grounds that he/she is guilty of conduct
detrimental to, or of acting in any way that may undermine, theObjects, the Guiding Principles, or the reputation of the Foundation;or

18.1.7

Ceases to be a Member of the Foundation.

19

GUARDIANS' PROCEEDINGS

19.1

Except as otherwise provided in the Companies Act, these Articles or theRules, the Guardians may regulate their proceedings as they see fit.

19.2

The Guardians must hold at least three meetings each year.

19.3

A quorum at a meeting of the Guardians is two Guardians.

19.4

A meeting of the Guardians may be held either in person or by suitable
Electronic Means agreed in advance by the Guardians in which allparticipants may communicate with all the other participants.

19.5

The Chair or (if the Chair is unable or unwilling to do so) some other
Guardian chosen by the Guardians present presides at each meeting of
the Guardians.

19.6

Questions arising at a Guardians’ meeting shall be decided by a majorityof votes.

19.7

A resolution in Writing agreed by all the Guardians (other than any
Interested Guardian who has not been authorised to vote) is as valid as a
resolution passed at a meeting. For this purpose the resolution may becontained in more than one document.

19.8

In all proceedings of Guardians each Guardian must not have more than
one vote.

19.9

In case of equality of votes, the chair of the meeting has a second or16

casting vote.
19.10

A procedural defect of which the Guardians are unaware at the time does
not invalidate decisions taken at a meeting.

19.11

If the number of Guardians is less than the number fixed as the quorum,
the continuing Guardians or Guardian may act only for the purpose of fillingvacancies or of calling a general meeting.

19.12

The Guardians may invite any third party to attend a meeting of the Board
as an observer or adviser, provided that the observer or adviser shall takeno part in any vote or decision taken by the Guardians.

20

GUARDIANS' POWERS

20.1

The Guardians may exercise all the powers of the Foundation. In
particular, but without limitation, the Guardians may:
20.1.1

Delegate their powers in accordance with Article 21;

20.1.2

Appoint a Chair and other officers from among their number for theduration of their office, and the Guardians shall be entitled to renew
any such appointment, or make different appointments, at theirdiscretion;

20.1.3Make Rules, standing orders and regulations consistent with the
Articles and the Companies Act to govern the proceedings andmeetings of the Guardians, the remit and proceedings ofcommittees, and such other matters as the Guardians may decide;and20.1.4

Establish procedures to assist the resolution of disputes ordifferences within the Foundation.

21

DELEGATION OF GUARDIANS’ POWERS

21.1

The Guardians may delegate the day to day management of theFoundation to any other person, as they see fit (subject to any conditions
the Guardians may impose).

21.2

The Guardians shall have power to delegate any of their functions tocommittees and, subject to any specific requirements set out in the Rules,
17

may appoint any person to chair that committee (irrespective of whether
that person is also a Guardian). Such delegation shall require that:
21.2.1

At least one Guardian shall be on any such committee, and ameeting of the committee will not be quorate unless that Guardian(or another Guardian deputised to take their place) is present;

21.2.2

All proceedings and decisions of such committees must bereported promptly to the Board;

21.2.3

No expenditure may be incurred or committed by such a committee
on behalf of the Foundation except in accordance with a budget or
expenditure limits previously agreed by the Board; and21.2.4

Any representatives appointed to any such committee may bedelegated such powers as the Guardians see fit in order to carryout their duties, whether by contract, power of attorney orotherwise.

21.3

Subject to any such conditions, the proceedings of a committee with two
or more members shall be governed by the Articles regulating theproceedings of Guardians (including in relation to conflicts of interest), in
so far as they are capable of applying, save that the Guardian appointed
to any committee may exercise a right of veto over any decision made by
the committee with which he/she is not in favour, in which case they shallrefer the matter to the Guardians for resolution.

22

CONFLICTS OF INTEREST AND LOYALTY

22.1

The property and funds of the Foundation must be used only for promoting
the Objects and do not belong to the Members.

22.2

The Guardians may, in accordance with the requirements set out in thisarticle, authorise any Conflict proposed to them by any Guardian which
would, if not authorised, involve a Guardian (an “Interested Guardian”)
breaching his or her duty to avoid conflicts of interest under section 175 of
the Companies Act.

22.3

Alternatively, any Conflict may be authorised by a Special Resolution of
the Members.

18

22.4

Any authorisation by Guardians under this Article 22 shall be effective only
if:
22.4.1to the extent permitted by the Companies Act, the matter inquestion shall have been proposed by any Guardian for
consideration in the same way that any other matter may be
proposed to the Guardians under the provisions of these Articles orin such other manner as the Guardians may determine;

22.4.2any requirement as to the quorum for consideration of the relevant
matter is met without counting the Interested Guardian; and22.4.3the matter was agreed to without the Interested Guardian voting or
would have been agreed to if the Interested Guardian’s vote had
not been counted.

22.5

Any authorisation of a Conflict under this Article 22 may (whether at thetime of giving the authorisation or subsequently):
22.5.1extend to any actual or potential conflict of interest which may
reasonably be expected to arise out of the matter or situation so
authorised;

22.5.2

provide that the Interested Guardian be excluded from the receiptof documents and information and the participation in discussions(whether at meetings of the Guardians or otherwise) related to theConflict;22.5.3

provide that the Interested Guardian shall or shall not be eligible tovote in respect of any future decision of the Guardians in relation
to any resolution related to the Conflict;

22.5.4

impose upon the Interested Guardian such other terms for the
purposes of dealing with the Conflict as the Guardians think fit;

22.5.5provide that, where the Interested Guardian obtains, or has
obtained (through his involvement in the Conflict and otherwise
than through his position as a Guardian of the Foundation)
information that is confidential to a third party, he shall not be
obliged to disclose that information to the Foundation, or to use it19

in relation to the Foundation’s affairs where to do so would amountto a breach of that confidence; and22.5.6

permit the Interested Guardian to absent himself from thediscussion of matters relating to the Conflict at any meeting of theGuardians and be excused from reviewing papers prepared by, orfor, the Guardians to the extent they relate to such matters.

22.6

Where the Guardians or Members authorise a Conflict, the Interested
Guardian shall be obliged to conduct himself in accordance with any terms
and conditions imposed by the Guardians or Members in relation to theConflict.

22.7

The Guardians or Members, as the case may be, may revoke or vary an
authorisation they have given at any time, but this shall not affect anything
done by the Interested Guardian prior to such revocation or variation inaccordance with the terms of such authorisation.

22.8

A Guardian is not required, by reason of being a Guardian (or because of
the fiduciary relationship established by reason of being a Guardian), toaccount to the Foundation for any remuneration, profit or other benefit
which he derives from or in connection with a relationship involving a
Conflict which has been authorised by the Guardians in accordance withthese Articles or by the Foundation in general meeting (subject in eachcase to any terms, limits or conditions attaching to that authorisation) andno contract shall be liable to be avoided on such grounds.
PART 5 – ADMINISTRATIVE ARRANGEMENTS AND ANNUAL REPORT23

MINUTES

23.1

The Guardians shall cause minutes to be made in books kept for the
purposes:
23.1.1

Of recording the names and addresses of all Members; and23.1.2Of all appointments and retirements of Guardians;23.1.3Of the appointment of officers by the Guardians; and23.1.4

Of all proceedings at meetings of the Foundation and of theGuardians and of committees constituted pursuant to Article 21.2
20

including the names of Guardians and Members (as appropriate)
present at each such meeting.
24

RECORDS AND ACCOUNTS

24.1

The Guardians must comply with the requirements of the Companies Act
as to keeping records, the audit or independent examination of accounts
and the preparation and transmission to the Registrar of Companies of
information required by law, including:

24.2

24.3

24.1.1

Annual returns;

24.1.2

Annual reports; and24.1.3

Annual statements of account.

The Guardians must also keep records of:
24.2.1

All resolutions passed by the Guardians in writing;

24.2.2All reports of committees; and24.2.3

All professional advice obtained.

Accounting records relating to the Foundation must be made available forinspection to any Guardian at any time during normal office hours.

25

COMMUNICATIONS

25.1

All notices (except notices of meetings given to the Guardians) shall be in
Writing.

25.2

Notices and other documents to be served on Members or Guardians
under the Articles or the Companies Act may be served:
25.2.1

By hand;25.2.2

By post;25.2.3

By suitable Electronic Means; or through publication in theFoundation's newsletter or on the Foundation's website, provided
the Foundation has complied with the requirements of theCompanies Act in relation to the service of such notices.

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25.3

The only address at which a Member is entitled to receive notices sent by
post is an address in the U.K. shown in the register of Members.

25.4

Any notice given in accordance with these Articles is to be treated for all
purposes as having been received:
25.4.1

24 hours after being sent by Electronic Means, posted on theFoundation's website or delivered by hand to the relevant address;

25.4.2

Two Clear Days after being sent by first class post to that address;

25.4.3Three Clear Days after being sent by second class or overseas
post to that address;

25.4.4

Immediately on being handed to the recipient personally; or, if
earlier,

25.4.525.5

As soon as the recipient acknowledges actual receipt.

A technical defect in service of which the Guardians are unaware at thetime does not invalidate decisions taken at a meeting.

25.6

Subject to any requirement of the Companies Act, documents and notices
may be sent to the Foundation by Electronic Means to the address
specified by the Foundation for that purpose and such documents andnotices set to the Foundation are sufficiently authenticated if the identity ofthe sender is confirmed in the way the Foundation has specified.

26

INDEMNITY

26.1

Subject to the provisions in the Companies Acts, every Guardian or otherofficer or auditor of the Foundation may be indemnified out of the assetsof the Foundation (at the Foundation’s discretion) against any liability
incurred by him/her in that capacity in defending any proceedings, whether
civil or criminal, in which judgment is given in his/her favour or in which
he/she is acquitted or in connection with any application in which relief isgranted to him/her by the court from liability for negligence, default, breachof duty or breach of trust in relation to the affairs of the Foundation.

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