THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF ASSOCIATION

Transcription

1 Company number: THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF ASSOCIATION OF BRITISH SOCIETY OF DENTAL HYGIENE & THERAPY LIMITED (the "Company") (adopted by special resolution passed on 2013) 1. Interpretation 1.1 In these Articles, unless the context otherwise requires: Act means the Companies Act 2006; Administrator Articles Business Day Conflict Council Director Executive Committee Member Model Articles Non-Voting Members President [ ]; means these Articles or the articles of association of the Society for the time being in force; means any day (other than a Saturday, Sunday or public holiday in the United Kingdom) on which clearing banks in the City of London are generally open for business; means a situation in which a Director has or can have, a direct or indirect interest that conflicts or possibly may conflict, with the interests of the Society; the council of the Society being the body of persons nominated and elected in accordance with the Rules; means a director of the Company being a person appointed in accordance with Article 14; means a group of members that meet with the Directors to discuss and deal with issues of the Society on an ad hoc basis; means the members of the Company as provided for in Article 17; means the model articles for private companies limited by guarantee contained in Schedule 2 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229) as amended prior to the date of adoption of these Articles and reference to a numbered "Model Article" is a reference to that article of the Model Articles; those Members of the Company who have limited, restricted or no voting rights in accordance with the Rules; the president of the Society for the time being appointed in 1

2 accordance with Article 14; and President-Elect Rules Honorary Secretary Society Honorary Treasurer the president elect of the Society for the time being appointed in accordance with Article 14; and the rules of membership of the Society adopted from time to time; the secretary of the Society for the time being appointed in accordance with Article 14; and the British Society Of Dental Hygiene & Therapy Limited; and the treasurer of the Society for the time being appointed in accordance with Article Save as otherwise specifically provided in these Articles, words and expressions which have particular meanings in the Model Articles shall have the same meanings in these Articles, subject to which and unless the context otherwise requires, words and expressions which have particular meanings in the Act shall have the same meanings in these Articles. 1.3 Headings in these Articles are used for convenience only and shall not affect the construction or interpretation of these Articles. 1.4 A reference in these Articles to an "article" is a reference to the relevant article of these Articles unless expressly provided otherwise. 1.5 Unless expressly provided otherwise, a reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, taking account of: any subordinate legislation from time to time made under it; and any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts. 1.6 Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. 1.7 Any reference to a gender in these Articles shall incorporate all genders. 1.8 The Model Articles shall apply to the Company, except in so far as they are modified or excluded by these Articles. 1.9 Model Articles 2, 7(2), 8, 9(1), 11(2) and (3), 13, 14(1), (2), (3) and (4), 17(2), (3), 30(2), 35, 38 and 39 shall not apply to the Company Model Article 20 shall be amended by the insertion of the words "(including alternate directors)" before the words "properly incur". 2. Objects The objects for which the Company is established are: 2.1 to promote, encourage and advance the study and practice of the art and science of oral health; and 2

3 2.2 to advance for the public benefit the education and training of dental hygienists/therapists in connection with the said art and science; and 2.3 to represent and safeguard the common interests of members. 3. Powers In pursuance of the objects set out in Article 2, the Company has the power to: 3.1 to write, print or otherwise reproduce by any means of recorded audio and/or visual information whether now or hereafter invented and circulate, gratuitously or otherwise periodicals, magazines, book, leaflets, or other documents; 3.2 to act as a consultative body to whom reference may be made by interested parties for guidance in connection with the dental hygiene/therapy profession; 3.3 to hold exhibitions, meetings, lectures, classes, seminars, workshops, webinars courses or any other modern media events either alone or with others; 3.4 to promote research, experimental work, scientific investigation and development into any aspect of the objects of the Society and its work and to disseminate the useful results of any such research; 3.5 to co-operate and enter into arrangements with any authorities, national, local, commercial or otherwise; 3.6 to make monetary awards or loans on such terms as may be thought fit; 3.7 to accept subscriptions, gifts, donations, bequests of any property maintain and alter any of the same as are necessary for any of the objects of the Society and (subject to such consents as may be required by law) sell, lease, mortgage or otherwise dispose of any such property; 3.8 to take such steps as may be required for the purpose of procuring contributions to the funds of the Society; 3.9 to issue cheques, BACS payments, money transfers and other financial instruments, and to operate bank and other accounts in the name of the Society; 3.10 subject to such consents as may be required by law, to borrow and raise money for the objects of the Society on such terms and conditions and on such security as may be thought fit; 3.11 to carry on trade in so far as either the trade is exercised in the course of the carrying out of a primary object of the Society ; 3.12 to take and accept any gift of money, property or other assets, whether subject to any special trust or not, for any one or more of the objects of the Society; 3.13 to invest the monies of the Society not immediately required for its objects in or upon such investments, securities or property as may be thought fit; 3.14 to make any donation either in cash or assets for the furtherance of the objects of the Society; 3.15 to establish or support any charitable institution and to subscribe or guarantee money for purposes calculated to further the object of the Society; 3

4 3.16 to lend money or give credit, to take security for such loans or credit from, for the performance of contracts or obligations by any person or organisation as may be necessary or expedient for the work of the Society; 3.17 to employ and pay such staff to supervise, organise and carry on the work of the Society; 3.18 to purchase insurance to cover the officers, staff, voluntary workers and those of its members from and against all such risks incurred in the course of the performance of their duties, as may be thought fit; 3.19 to purchase insurance to cover any buildings or other property to their full value; 3.20 subject to formal approval by the members in general meeting to amalgamate with any companies, institutions or societies which have objects altogether or mainly similar to those of the Society and which prohibit the payment of any dividend or profit to and the distribution of any of their assets amongst their members at least to the same extent as such payments or distributions are prohibited in the case of members of the Society by this Memorandum of Society; 3.21 to pay, out of the funds of the Society, the costs, charges and expenses of and incidental to the formation and registration of the Society; 3.22 to establish, where necessary, regional or special interest groups (whether autonomous or not) from time to time; 3.23 to do all such other lawful things as shall further the above objects or any of them. 4. Not for distribution 4.1 The income and property of the Company shall be applied solely in promoting the objects of the Company as set out in Article No dividends or bonus may be paid or capital otherwise returned to the Members, provided that nothing in these Articles shall prevent any payment in good faith by the Company of: reasonable and proper remuneration to any Directors or the Members for any services rendered to the Company and the Society; and reasonable out-of-pocket expenses properly incurred by any Director, approved in each case in accordance with the Rules. 5. Winding up On the winding-up or dissolution of the Company, any assets or property that remains available to be distributed or paid to the Members shall not be paid or distributed to such Members but shall be transferred to another body (charitable or otherwise): 5.1 with objects similar to those of the Company; and 5.2 which shall prohibit the distribution of its or their income to its or their members, such body to be determined by the Members at the time of winding-up or dissolution. 6. Guarantee The liability of each Member is limited to 1, being the amount that each Member undertakes to contribute to the assets of the Company in the event of its being wound up while she is a Member or within one year after she ceases to be a Member, for 4

5 6.1 payment of the Company debts and liabilities contracted before she ceases to be a Member; 6.2 payment of the costs, charges and expenses of the winding up, and 6.3 adjustment of the rights of the contributories among themselves. 7. Number of Directors and quorum 7.1 The minimum number of Directors shall be 4 of which one shall be the President and there shall be no maximum. 7.2 The quorum at any meeting of the Directors (including adjourned meetings) shall be two directors. No business shall be conducted at any meeting of the Directors unless a quorum is participating at the beginning of the meeting and also when that business is voted on. If a quorum is not participating within 30 minutes of the time specified for the relevant meeting in the notice of the meeting then the meeting shall be adjourned for 5 Business Days at the same time and place. 7.3 The chairperson of the Company shall be the President or in the President s absence the President Elect. 8. Calling a Directors meeting 8.1 Any Director may call a meeting of Directors by giving not less than 7 Business Days notice of the meeting (or such shorter period of notice as agreed in writing by a majority of the Directors) to each Director or by authorising the Company secretary (if any) to give such notice. 8.2 Notice of any Directors meeting must be accompanied by: an agenda specifying in reasonable detail the matters to be raised at the meeting; and copies of any papers to be discussed at the meeting. 8.3 Matters not on the agenda, or business conducted in relation to those matters, may not be raised at a meeting of Directors unless all the Directors agree in writing. 9. Directors meetings 9.1 Any decision of the Directors must be taken at a meeting of Directors in accordance with these Articles or must be a decision taken in accordance with Article Subject as provided in these Articles, the Directors may participate in Directors meetings for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. 9.3 All decisions made at any meeting of the Directors or of any committee of the Directors shall be made only by resolution, and no such resolution shall be passed unless there is a majority vote for it. Each Director has one vote at a meeting of Directors. 9.4 The provisions of Article 7.1 shall apply equally to meetings of any committee of the Directors as to meetings of the Directors. 10. Decisions of Directors 10.1 A decision of the Directors is taken in accordance with this Article when all Eligible Directors indicate to each other by any means that they share a common view on a matter. 5

6 10.2 Such a decision may take the form of a resolution in writing, where each Eligible Director has signed one or more copies of it, or to which each Eligible Director has otherwise indicated agreement in writing A decision may not be taken in accordance with this Article if the Eligible Directors would not have formed a quorum at a Directors meeting to vote on the matter In the event of an equality of votes at a Directors meeting, the Chairperson shall have a casting vote save that this Article 10.4 shall not apply in relation to any Directors meeting (or part of a meeting) where the chairperson is not an Eligible Director for the purpose of such meeting (or part of a meeting) Where decisions of the Directors are taken by electronic means, such decisions shall be recorded by the Directors in permanent form, so that they may be read with the naked eye. 11. Directors' conflicts of interest 11.1 The Directors may, in accordance with the requirements set out in this Article, authorise any matter or situation proposed to them by any Director which would, if not so authorised, involve a director (an Interested Director ) breaching her duty under section 175 of the Act to avoid conflicts of interest (a Conflict ) Any authorisation of a Conflict under this Article may (whether at the time of giving the authorisation or subsequently): extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter or situation so authorised; provide that the Interested Director be excluded from the receipt of documents and information and the participation in discussions (whether at meetings of the Directors or otherwise) related to the Conflict; provide that the Interested Director may or may not vote (or may or may not be counted in the quorum) at any future meeting of Directors in relation to any resolution related to the Conflict; impose upon the Interested Director such other terms for the purposes of dealing with the Conflict as the Directors think fit; provide that, where the Interested Director obtains, or has obtained (through her involvement in the Conflict and otherwise than through her position as a Director of the Company) information that is confidential to a third party, she will not be obliged to disclose that information to the Company, or to use it in relation to the Company s affairs where to do so would amount to a breach of that confidence; and permit the Interested Director to absent herself from the discussion of matters relating to the Conflict at any meeting of the Directors and be excused from reviewing papers prepared by, or for, the Directors to the extent they relate to such matters Any authorisation of a Conflict under this article 11 may (whether at the time of giving the authorisation or subsequently): extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter or situation so authorised; provide that the Interested Director be excluded from the receipt of documents and information and the participation in discussions (whether at meetings of the directors or otherwise) related to the Conflict; 6

7 provide that the Interested Director shall or shall not be an Eligible Director in respect of any future decision of the directors in relation to any resolution related to the Conflict; impose upon the Interested Director such other terms for the purposes of dealing with the Conflict as the directors think fit; provide that, where the Interested Director obtains, or has obtained (through her involvement in the Conflict and otherwise than through her position as a director of the Company) information that is confidential to a third party, she shall not be obliged to disclose that information to the Company, or to use it in relation to the Company s affairs where to do so would amount to a breach of that confidence; and permit the Interested Director to absent herself from the discussion of matters relating to the Conflict at any meeting of the directors and be excused from reviewing papers prepared by, or for, the directors to the extent they relate to such matters Where the Directors authorise a Conflict, the Interested Director will be obliged to conduct herself in accordance with any terms and conditions imposed by the Directors in relation to the Conflict The Directors may revoke or vary such authorisation at any time, but this shall not affect anything done by the Interested Director prior to such revocation or variation in accordance with the terms of such authorisation A Director is not required, by reason of being a Director (or because of the fiduciary relationship established by reason of being a director), to account to the Company for any remuneration, profit or other benefit which she derives from or in connection with a relationship involving a Conflict which has been authorised by the Directors in accordance with these Articles or by the Company in general meeting (subject in each case to any terms, limits or conditions attaching to that authorisation) and no contract shall be liable to be avoided on such grounds Subject to sections 177(5) and 177(6) and sections 182(5) and 182(6) of the Act, and provided she has declared the nature and extent of her interest in accordance with the requirements of the Act, a director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the Company: may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested; shall be an Eligible Director for the purposes of any proposed decision of the Directors (or committee of Directors) in respect of such existing or proposed transaction or arrangement in which she is interested; shall be entitled to vote at a meeting of Directors (or of a committee of the Directors) or participate in any unanimous decision, in respect of such existing or proposed transaction or arrangement in which she is interested; may act by herself or her firm in a professional capacity for the Company (otherwise than as auditor) and she or her firm shall be entitled to remuneration for professional services as if she were not a Director; may be a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is otherwise (directly or indirectly) interested; and 7

8 shall not, save as she may otherwise agree, be accountable to the Company for any benefit which she (or a person connected with her (as defined in section 252 of the Act)) derives from any such transaction or arrangement or from any such office or employment or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit nor shall the receipt of any such remuneration or other benefit constitute a breach of her duty under section 176 of the Act. 12. Alternate Directors 12.1 Any Director (the "appointor") may appoint as an alternate any other Director, or any other person approved by resolution of the Directors, to: exercise that Director s powers; and carry out that Director s responsibilities, in relation to the taking of decisions by the Directors, in the absence of the alternate s appointor Any appointment or removal of an alternate must be effected by notice in writing to the Company signed by the appointor, or in any other manner approved by the Directors The notice must: identify the proposed alternate; and in the case of a notice of appointment, contain a statement signed by the proposed alternate that the proposed alternate is willing to act as the alternate of the Director giving the notice An alternate director may act as alternate director to more than one Director and has the same rights in relation to any decision of the Directors as the alternate s appointor Except as these Articles specify otherwise, alternate directors: are deemed for all purposes to be Directors; are liable for their own acts and omissions; are subject to the same restrictions as their appointors; and are not deemed to be agents of or for their appointors; and, in particular (without limitation), each alternate director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which her appointor is a member A person who is an alternate director but not a Director: may be counted as participating for the purposes of determining whether a quorum is present (but only if that person s appointor is not participating); and may participate in a unanimous decision of the Directors (but only if her appointor is an Eligible Director in relation to that decision, but does not participate). 8

9 12.7 A Director who is also an alternate director is entitled, in the absence of her appointor, to a separate vote on behalf of her appointor, in addition to her own vote on any decision of the Directors (provided that her appointor is an Eligible Director in relation to that decision) An alternate director may be paid expenses and may be indemnified by the Company to the same extent as her appointor but shall not be entitled to receive any remuneration from the Company for serving as an alternate director except such part of the appointor s remuneration as the appointor may direct by notice in writing made to the Company An alternate director s appointment as an alternate terminates: when the alternate s appointor revokes the appointment by notice to the Company in writing specifying when it is to terminate; on the occurrence, in relation to the alternate, of any event which is provided for in accordance with Article 15; on the death of the alternate s appointor; or when the alternate s appointor s appointment as a Director terminates. 13. Retirement The Directors shall be required to retire as follows: 13.1 in respect of the President and the President Elect, after two years following the annual general meeting at which they were respectively elected in accordance with Article 14.4; and 13.2 in respect of the Secretary and Treasurer, at the next annual general meeting immediately following the annual general meeting at which they were respectively elected in accordance with Article Appointment and removal of Directors 14.1 The Directors shall consist of the President, the President Elect, the Secretary and the Treasurer appointed at an annual general meeting of the Society in accordance with this Article 14 and the Rules Nominations for persons to be appointed as a Director must be received in writing by the Returning Officer [Administrator] not less than 28 days before an annual general meeting of the Company at which a Director is required to retire in accordance with Article Any person being nominated as a Director must: have given their written consent to take part in the nominations process; and unless otherwise determined by ordinary resolution, served for at least a continuous two year period on the Council The President and the President-Elect shall be elected by an ordinary resolution at an annual general meeting of the members of the Society convened in accordance with the Rules and shall remain in office from the conclusion of that meeting until required to retire in accordance with Article The Secretary and the Treasurer shall be elected by an ordinary resolution at an annual general meeting of the members of the Society convened in accordance with the Rules and shall remain in office from the conclusion of that meeting until required to retire in accordance with Article

10 14.6 Notwithstanding the provisions of this Article 14, the Council may by ordinary resolution in accordance with Article 19 and subject to the conditions in Article 17.2 appoint any person as a Director of the Company to fill any vacancy for the remainder of the current year. 15. Termination of Directors A person shall cease to be a Director upon that person: 15.1 ceasing to be a member of the Society; or 15.2 ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law; or 15.3 having a bankruptcy order made against them; or 15.4 having a composition made with creditors in respect of their debts; or 15.5 a registered medical practitioner who is treating that person gives a written opinion to the Company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than twelve weeks; or 15.6 notification is received from the Company from the director that the Director is resigning from office and such resignation takes effect in accordance with its terms. 16. Executive Committee 16.1 The Directors shall be entitled to appoint an Executive Committee (who must each be an officer or member of the Society appointed or subscribed as such in accordance with the Rules) as they shall by simple majority determine save that any such appointments shall be notified to the Members and the members of the Society at a general meeting of the Company and an annual general meeting of the Society respectively. 17. Members 17.1 No person shall become a Member unless she has been appointed as a member of the Council of the Society appointed in accordance with the Rules from time to time The Directors may establish different classes of Members and set out their respective rights and obligations. 18. Transfer of membership 18.1 A Member may not transfer his or her membership When a Member dies or becomes bankrupt (if an individual) or goes into receivership, administrative receivership, administration, liquidation or other arrangement for the winding up of a company (if a company), the relevant Member s membership will terminate. 19. Meetings of the Members 19.1 A meeting of the Members may be called by the Directors at any time No business shall be transacted at any meeting of the Members unless a quorum is present at the time when the meeting proceeds to business. The quorum at any general meeting of the Company, or adjourned general meeting, shall be 12 persons present in person or by proxy, at least two of whom must be two Directors. 10

11 19.3 If within half an hour from the time appointed for the meeting a quorum is not present, or, if during a meeting a quorum ceases to be present, the meeting shall be adjourned to such other day and at such other time and place as the Directors may determine The President or in their absence the President-Elect shall be appointed as chairperson of every meeting of the Members. In the event that neither the President nor the President- Elect is present at any meeting of the Members, the Members present at such meeting shall appoint the chairperson to act at that meeting save that such appointment shall terminate at the conclusion of such meeting The chairperson may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no other business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for fourteen days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 20. Non-voting Members The Non-voting Members shall be entitled to attend all meetings of the Members and any person so appointed shall be given (at the same time as each other Member) notice of all meetings of the Members and all agendas, minutes and other papers relating to such meetings. The Non-voting Members shall be entitled to attend any and all such meetings of Members and to speak and place items on the agenda for discussion but the Non-voting Members shall not be entitled in any circumstances to vote. 21. Voting by the Members 21.1 At a meeting of the Members, on a show of hands every Member who is present in person or by proxy shall have one vote, unless the proxy is herself a Member entitled to vote in which case the proxy shall be entitled to her vote and the vote of those Members for whom she is acting On a vote on a written resolution every Member has one vote A poll may be demanded at any general meeting by: the chairperson of the meeting of Members; or by at least ten members present and having the right to vote at the meeting present and entitled to vote at the meeting. Article 30(3) of the Model Articles shall be amended by the insertion of the words "A demand so withdrawn shall not invalidate the result of a show of hands declared before the demand was made" as a new paragraph at the end of that article Unless a poll is demanded in accordance with Article 21.2, any declaration by the chairperson of a meeting of the Members that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the minutes of the meeting of the Members shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution The demand for a poll may be withdrawn before the poll is taken but only with the consent of the chairperson of the meeting. The withdrawal of the demand for a poll shall not invalidate the result of a show of hands declared before the demand was made. 11

12 21.6 A poll demanded in respect of the appointment of a chairperson, or on question of adjournment, shall be taken immediately. A poll demanded on any other question shall be taken at such time and in such manner as the chairperson of the meeting directs, not being more than thirty days after the poll is demanded, and any business other than that upon which a poll has been demanded may proceed pending the taking of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded No notice need be given of a poll not taken immediately if the time and the place at which it is to be taken are announced at the meeting at which it is demanded. In other cases at least five Business Days notice shall be given specifying the time and place at which the poll is to be taken In the case of an equality of votes, whether on a show of hands or on a poll, the chairperson of the meeting shall be entitled to a second or casting vote in addition to any other vote she/he may have. 22. Borrowing powers 23. Rules The Directors (subject to approval by the Members) may exercise all the powers of the Society to borrow money, and to mortgage or charge its undertaking and property, or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the Society or of anybody where such action will directly further the objects of the Society. The Directors shall act at all times in accordance with the Rules save that in the event of a conflict between the terms of these Articles and the Rules, the terms of these Articles shall prevail. 24. Means of communication to be used Any notice, document or other information shall be deemed served on, or delivered to, the intended recipient: 24.1 if properly addressed and sent by prepaid United Kingdom first class post to an address in the United Kingdom, 48 hours after it was posted; 24.2 if properly addressed and sent by second class post or by prepaid airmail to an address outside the United Kingdom, 72 hours after it was posted; 24.3 if properly addressed and delivered by hand, when it was given or left at the appropriate address; 24.4 if properly addressed and sent or supplied by electronic means, one hour after the document or information was sent or supplied; and 24.5 if sent or supplied by means of a website, when the material is first made available on the website or (if later) when the recipient receives (or is deemed to have received) notice of the fact that the material is available on the website. 25. Indemnity 25.1 Subject to Article 25.2, but without prejudice to any indemnity to which a relevant officer is otherwise entitled: each relevant officer shall be indemnified out of the company s assets against all costs, charges, losses, expenses and liabilities incurred by her as a relevant officer: 12

13 (a) (b) in the actual or purported execution and/or discharge of her duties, or in relation to them; and in relation to the company s (or any associated company s) activities as trustee of an occupational pension scheme (as defined in section 235(6) of the Act) (if any), including (in each case) any liability incurred by her in defending any civil or criminal proceedings, in which judgment is given in her favour or in which she is acquitted or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on her part or in connection with any application in which the court grants her, in her capacity as a relevant officer, relief from liability for negligence, default, breach of duty or breach of trust in relation to the company s (or any associated company s) affairs; and the company may provide any relevant officer with funds to meet expenditure incurred or to be incurred by her in connection with any proceedings or application referred to in Article and otherwise may take any action to enable any such relevant officer to avoid incurring such expenditure This Article 24 does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law In this Article 24: companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and a relevant officer means any director or other officer or former director or other officer of the Company or an associated company (including any company which is a trustee of an occupational pension scheme (as defined by section 235(6) of the Act), but excluding in each case any person engaged by the Company (or associated company) as auditor (whether or not she is also a director or other officer), to the extent she acts in her capacity as auditor). 26. Insurance 26.1 The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant officer in respect of any relevant loss In this Article: a relevant officer shall have the meaning attributed to that term in Article ; a relevant loss means any loss or liability which has been or may be incurred by a relevant officer in connection with that relevant officer s duties or powers in relation to the company, any associated company or any pension fund or employees share scheme of the company or associated company; and companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate. 13