The Companies Acts. Private company limited by guarantee and not having a share capital ARTICLES OF ASSOCIATION

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1 A The Companies Acts Private company limited by guarantee and not having a share capital ARTICLES OF ASSOCIATION OF HEALTHCARE FINANCIAL MANAGEMENT ASSOCIATION (adopted by special resolution passed on ) PRELMINARY 1 Name The name of the Association is Healthcare Financial Management Association. 2 Registered Office The registered office of the Association is to be in England and Wales. 3 Exclusion of "default" provisions None of the regulations set out in Table C in the Schedule to the Companies (Tables A to F) Regulations 1985 (SI 1985/805), the model articles for private companies limited by guarantee in The Companies (Model Articles) Regulations 2008 (SI 2008/3229) or any regulations or articles set out in any other statute shall apply to the Association, but the following shall be the articles of association of the Association. OBJECTS AND POWERS OF THE ASSOCIATION 4 Objects 4.1 The Objects are to: advance the science of health care management and4.1.1 accountancy and cognate subjects as applied to all or any of the duties imposed upon and functions undertaken by health services; advance public education therein; and undertake and publish the useful results of studies and research work therein and in related subjects. 4.2 In furtherance of the said Objects the Association may: 1

2 co-ordinate and represent the finance viewpoint in healthcare sphere; afford information, advice and assistance concerned with 4.2.2health service management to the Department of Health, statutory health bodies and the equivalent organisations in Northern Ireland, Scotland and Wales; through its appointed representatives, consult and collaborate with representatives of any or all of the aforesaid bodies on matters of principle and practice relating to health services financial management and accounting; provide opportunities and facilities among members of the Association and others for discussions, lectures, enquiries, conferences, schools and study groups; promote research and acquire and disseminate information relating to health services financial management, including the publication of statistics, papers, reports and opinions; consider and give advice on points of practice and any other relevant matters referred to the Association; liaise with any other organisation having similar interests; 4.2.7and do all such other lawful things as are conducive or incidental to the attainment of the foregoing objects. 5 Powers The Association has the following powers, which may be exercised only in promoting the Objects: to promote or carry out research; to provide advice; to publish or distribute information; to co-operate with other bodies; to support, administer or set up other charities; to raise funds (but not by means of taxable trading); to borrow money and give security for loans (but only in accordance 5.7 with the restrictions imposed by the Charities Act); 5.8 to acquire or hire property of any kind; to let or dispose of property of any kind (but only in accordance 5.9with the restrictions imposed by the Charities Act); 5.10 to make grants or loans of money and to give guarantees; 2

3 to set aside funds for special purposes or as reserves against 5.11 future expenditure; to deposit or invest in funds in any manner (but to invest only5.12 after obtaining such advice from a financial expert as the Board considers necessary and having regard to the suitability of investments and the need for diversification); to delegate the management of investments to a financial expert, 5.13 but only on terms that: the investment policy is set down in writing for the financial expert by the Board; every transaction is reported promptly to the Board; the performance of the investments is reviewed regularly by the Board; the Board is entitled to cancel the delegation arrangement at any time; the investment policy and the delegation arrangement are reviewed at least once a year; all payments due to the financial expert are on a scale or at a level which is agreed in advance and are notified promptly to the Board on receipt; and the financial expert must not do anything outside the powers of the Board; to arrange for investments or other property of the Association 5.14 to be held in the name of a nominee company acting under the control of the Board or of a financial expert acting under its instructions, and to pay any reasonable fee required; to deposit documents and physical assets with any company5.15 registered or having a place of business in England and Wales as custodian, and to pay any reasonable fee required; to insure the property of the Association against any foreseeable 5.16 risk and take out other insurance policies to protect the Association when required; to pay for indemnity insurance to cover the liability of the Trustees: 5.17 which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of trust, or breach of duty of which they may be guilty in relation to the Association; and to make contributions to the assets of the Association in accordance with the provisions of section 214 of the Insolvency Act 1986, provided that any such insurance in the case of Article shall not extend to: any liability resulting from conduct which a Trustee knew, or must be assumed to have known, was not in the best interests of the 3

4 Association, or which the Trustee did not care whether it was in the best interests of the Association or not; any liability to pay the costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud or dishonesty or wilful or reckless misconduct of a Trustee; or any liability to pay a fine, and provided that any such insurance in the case of Article : shall not extend to any liability to make such a contribution where the basis of the Trustee's liability is his knowledge prior to the insolvent liquidation of the Association (or reckless failure to acquire that knowledge) that there was no reasonable prospect that the Association would avoid going into insolvent liquidation; subject to Article 6, to employ paid or unpaid agents, staff or5.18 advisers; to enter into contracts to provide services to or on behalf of other 5.19 bodies; to establish or acquire subsidiary companies to assist or act as 5.20 agents for the Association; 5.21 to pay the costs of forming the Association; and to do anything else within the law which promotes or helps to5.22 promote the Objects. 6 Benefits to Members and Trustees The property and funds of the Association must be used only6.1 for promoting the Objects and do not belong to the members but: members who are not Trustees may be employed by6.1.1 or enter into contracts with the Association and receive reasonable payment for goods or services supplied; members (including Trustees) may be paid interest at6.1.2 a reasonable rate on money lent to the Association; members (including Trustees) may be paid a reasonable 6.1.3rent or hiring fee for property or equipment let or hired to the Association; and individual members (including Trustees) who are also6.1.4 beneficiaries may receive charitable benefits in that capacity. 6.2 A Trustee must not receive any payment of money or other material benefit (whether directly or indirectly) from the Association except: as mentioned in Articles 5.17 (indemnity insurance), (interest), (rent), (charitable benefits) or 6.3 (contractual payments); 4

5 reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred in the administration of the Association; an indemnity in respect of any liabilities properly incurred 6.2.3in running the Association (including the costs of a successful defence to criminal proceedings); payment to any company in which a Trustee has no more 6.2.4than a one per cent shareholding; and in exceptional cases, other payments or benefits (but6.2.5 only with the written approval of the Commission in advance). A Trustee may not be an employee of the Association, but a 6.3 Trustee or a connected person may enter into a contract with the Association to supply goods or services in return for a payment or other material benefit if: the goods or services are actually required by the Association; the nature and level of the benefit is no more than reasonable in relation to the value of the goods or services and is set at a meeting of the Trustees in accordance with the procedure in Article 6.4; and no more than five of the Trustees are interested in such a contract in any financial year. Whenever a Trustee has a personal interest in a matter to be6.4 discussed at a meeting of the Trustees or a committee, he or she must: declare an interest before the meeting or at the meeting before discussion begins on the matter; be absent from the meeting for that item unless expressly 6.4.2invited to remain in order to provide information; not be counted in the quorum for that part of the meeting; 6.4.3and be absent during the vote and have no vote on the matter This Article may not be amended without the written consent6.5 of the Commission in advance. MEMBERS 7 Liability of members The liability of members is limited. 8 Guarantee Every member promises, if the Association is dissolved while he, she or it remains a member or within 12 months afterwards, to pay up to 1 towards the costs of dissolution and the liabilities incurred by the Association while he or she was a member. 5

6 9 Membership 9.1 The Association must maintain a register of members. Membership of the Association is open to any individual or organisation 9.2 interested in promoting the Objects who: falls within one of the membership categories in Articles to 9.7; applies to the Association in the form required by the Board; is approved by the Board; and signs the register of members or consents in writing9.2.4 to become a member either personally or (in the case of an organisation) through an authorised representative. The Board may establish different classes of membership, prescribe 9.3 their respective privileges and duties and (subject to Article 9.10) set the amounts of any subscriptions. Subject to this there shall be four classes of membership: ordinary, associate, honorary and retired membership. Ordinary membership 9.4 Ordinary membership of the Association shall be open to: Associate membership qualified accountants and students of CCAB bodies working in health services in the United Kingdom; and other staff working in health service finance in the United 9.4.2Kingdom. Associate membership shall be open to such other individuals 9.5who possess an interest in healthcare finance issues. Honorary membership The Board shall be entitled to elect as an honorary member of 9.6the Association any person who has rendered special service to the Association or in connection with health care finance. Such a member shall have the same rights, privileges and duties as an ordinary member, excepting the requirements to pay subscriptions and such other charges as the Council may from time to time decide. Retired membership Any ordinary member of the Association, on retirement from 9.7 substantive employment, may apply to the Board for registration as a retired member. A retired member shall have the same rights, privileges and duties as an ordinary member, except that they shall pay subscriptions at the rate for retired members as the members in general meeting shall from time to time decide. No member who continues to be employed in a category that meets the eligibility criteria for ordinary membership may be granted retired member status. 6

7 9.8 Membership shall be terminated if the member concerned: gives written notice of resignation to the Association (provided that the Board is not obliged to accept the resignation of a member in respect of whom a Complaint (as defined in the Disciplinary Rules) has been referred to the Board under those Rules until the Complaint has been finally resolved in accordance with those Rules); dies or (in the case of an organisation) ceases to exist; is more than three months in arrears in paying the relevant subscription, if any (but in such a case the member may be reinstated on payment of the amount due or by resolution of the Board in special cases); or is removed from membership pursuant to the Disciplinary 9.8.4Rules. 9.9 Membership of the Association is not transferable. A member shall pay on admission and annually thereafter on9.10 demand such subscription and other levy or levies: as the members in general meeting shall from time to time decide and for this purpose the Board shall recommend to the general meeting the maximum level of subscription to be levied for the forthcoming financial year; or as the Board shall offer to that member in accordance with Article A member shall be uphold the Ethical Code and be subject to9.11 the Disciplinary Rules. 10 Conversion of membership classes immediately prior to Vesting At the moment in time immediately prior to Vesting, each member's 10.1 membership shall convert automatically without further sanction of the Board or of the members into one of the membership classes set out in this Article 10. In relation to any question as to the class of membership into which a then member falls, the Board's decision shall be final Fellowship An Honorary Fellow is a person appointed by the Board who has, in the Board's opinion, made a sustained and substantial contribution to the Association and/or the Royal Charter Body A Fellow is a person who has: been an Ordinary B Member or an Ordinary C Member (as defined below) for at least seven years (or equivalent class for the same period of time as the Board may in its absolute discretion determine); satisfied any requirements recommended by a "Fellows Committee", and for these purposes, the composition and terms of reference of 7

8 the Fellows Committee will be drawn up and approved by the Board from time to time; and been approved for admittance into the class of Fellows by the Board. Honorary Fellows and Fellows shall be shall be subject to these Articles and shall: be entitled to receive notice of, attend, speak and vote at general meetings of the Association; be entitled to exercise any other rights granted by the Board in its absolute discretion from time to time; pay such membership subscription and levies as may be set in accordance with Article 9.10; be subject to the Ethical Code and Disciplinary Rules; and be entitled to use such post-nominal title(s) as the Board may establish from time to time Ordinary membership An Ordinary A Member is a person working in finance within the healthcare sphere but who is not a Qualified Accountant An Ordinary B Member is a person who: works in finance within the healthcare sphere; is a Qualified Accountant; and has been an Ordinary A Member for at least two years ending in the July following the completion of that two year period An Ordinary C Member is a person who: works in finance within the healthcare sphere; and who is given ordinary member status by the Board at its absolute discretion. Ordinary A Members, Ordinary B Members and Ordinary C Members shall be subject to these Articles and shall: be entitled to receive notice of, attend, speak and vote at general meetings of the Association; be entitled to exercise any other rights granted by the Board in its absolute discretion from time to time; pay such membership subscription and levies as may be set in accordance with Article 9.10; 8

9 be subject to the Ethical Code and Disciplinary Rules; and be entitled to use such post-nominal title(s) as the Board may establish from time to time Associate membership An Associate Member is a person who has a general interest in finance within the healthcare sphere but who is not working within that sphere. Associate Members shall be subject to these Articles and shall: be entitled to receive notice of, attend and speak at general meetings of the Association; not be entitled to vote at general meetings of the Association; be entitled to exercise any other rights granted by the Board in its absolute discretion from time to time; pay such membership subscription and levies as may be set in accordance with Article 9.10; be subject to the Ethical Code and Disciplinary Rules; and not be entitled to use a post-nominal title to denote membership of that class Honorary ordinary membership An Honorary Ordinary Member is a person whose membership of the Former Association predates 1 January 2000 and who is given Honorary Ordinary Member status by the Board at its absolute discretion. Honorary Ordinary Members shall be subject to these Articles and shall: be entitled to receive notice of, attend, speak and vote at general meetings of the Association; be entitled to exercise any other rights granted by the Board in its absolute discretion from time to time; not be required to pay such membership subscription and levies as may be set in accordance with Article 9.10; be subject to the Ethical Code and Disciplinary Rules; and not be entitled to use a post-nominal title to denote membership of that class. 9

10 10.6 Retired ordinary membership A Retired Ordinary Member is a person who was, a the time of his retirement from substantive employment from a finance role within the healthcare sphere, an Ordinary A Member, Ordinary B Member or Ordinary C Member. Retired Ordinary Members shall be subject to the Articles and shall: be entitled to receive notice of, attend, speak and vote at general meetings of the Association; be entitled to exercise any other rights granted by the Board in its absolute discretion from time to time; pay such membership subscription and levies as may be set in accordance with Article 9.10; be subject to the Disciplinary Rules (but not the Ethical Code); and not be entitled to use a post-nominal title to denote membership of that class Affiliate membership An Affiliate Member is a person who: has passed an Introductory Certificate in Healthcare Finance in the format approved by the Board in its absolute discretion from time to time; or is a member of the public. Affiliate Members shall be subject to these Articles and shall: not be entitled to receive notice of, attend, speak and vote at general meetings of the Association; be entitled to exercise any other rights granted by the Board in its absolute discretion from time to time; pay such membership subscription and levies as may be set in accordance with Article 9.10; not be subject to the Ethical Code or the Disciplinary Rules; and not be entitled to use a post-nominal title to denote membership of that class. 11 General Meetings General meetings are called on at least twenty-one clear days' 11.1 written notice specifying the business to be discussed. Members are entitled to attend general meetings either personally or (in the case of a member organisation) by an authorised representative or by proxy. In order to validly appoint a proxy a member 10

11 should return the duly completed and signed proxy form in hard copy form to the Secretary at the Association's registered office or (if the proxy form provides for this option and stipulates a valid electronic address for these purposes) in electronic form so as to arrive, in either case, no later than forty-eight hours prior to the scheduled commencement of the general meeting. There is a quorum at a general meeting if the number of members 11.2 or authorised representatives present in person or by proxy is at least fifty or one twentieth of the members if lesser. The President or (if the President is unable or unwilling to do11.3 so) the most senior Vice President present at the meeting or (if that Vice President is unable or unwilling to do so and the other Vice President, if present at the meeting, is also unable or unwilling to do so) some other member elected by a majority of those present shall preside as a chair of a general meeting. Except where otherwise provided by these Articles or the Companies 11.4 Act, every issue shall be decided by a majority of the votes cast. Except for the chair of the meeting, who has a second or casting 11.5vote, every member present in person or through an authorised representative or by proxy has one vote on each issue The Association must hold an AGM in every year. At an AGM the members: receive the accounts of the Association for the previous financial year; receive the Trustees' report on the Association's activities since the previous AGM; accept the retirement of those Trustees who wish to retire or who are retiring by rotation and elect or re-elect those persons eligible to be elected or re-elected as Trustees; approve the appointment of those persons nominated to be Officer Trustees in accordance with Article 15; appoint auditors for the Association; may confer on any individual (with his or her consent) the honorary title of Patron of the Association; and may discuss and determine any issues of policy or deal with any other business put before them by the Board Any general meeting which is not an AGM is an EGM. An EGM may be called on twenty-eight clear days' notice by 11.9 the Board and must be called within forty-nine days of a written request being received by the Company from at least the required percentage of members (where required percentage has the meaning given in section 303(3) of the Companies Act). 11

12 The Secretary, when giving notice of a general meeting as prescribed shall provide each member with a postal voting form covering all the motions set out in the agenda for the general meeting. In order to cast a valid postal vote a member should return the duly completed and signed postal voting form in hard copy form to the Secretary at the Association's registered office or (if the postal voting form provides for this option and stipulates a valid electronic address for these purposes) in electronic form so as to arrive, in either case, no later than forty-eight hours prior to the scheduled commencement of the general meeting. TRUSTEES AND OFFICERS MANAGEMENT OF THE ASSOCIATION 12 The Trustees The Trustees as charity trustees have control of the Association 12.1 and its property and funds The Board when complete shall consist of at least three and not more than fourteen individuals as follows: Up to four Officer Trustees appointed in accordance with Article 15, being: the President; up to two Vice Presidents; and the Honorary Treasurer; Up to eleven Non-Officer Trustees, being: one Trustee nominated by the members from the Northern Ireland branch of the Association; one Trustee nominated by the members from the Wales branch of the Association; one Trustee nominated by the members from the Scotland branch of the Association; up to six further Trustees appointed by the Board from across the United Kingdom of which at least four Trustees must be professionally active in England; and the President, up to two Vice Presidents, the Honorary Treasurer and the Immediate Past President.Past Presidents appointed in accordance with Article Every Trustee must be a member of the Association. Subject to Article 12.7: except where Article applies, a Non-Officer Trustee shall hold office for a maximum of two Terms, though the two Terms need not be held consecutively; 12

13 Subject to Article 12.7, Trustees shall hold their office for a maximum of three consecutive Terms. Eacheach Non-Officer Trustee shall retire at the end of his or her initialfirst Term. A Non-Officer Trustee retiring in this way who remains qualified may be reappointed for up to two further Terms in like manner. If a Trustee has served as President in the final year of his third Term the Board may resolve to extend that final Term by one year so that he or she can act as Immediate Past President and the definition of Term for these purposes shall be modified accordingly.a second Term in like manner; if at any time during a Term a Non-Officer Trustee is appointed to hold office as an Honorary Treasurer or Vice President, then his/her Term shall be suspended for the purposes of Article upon being so appointed to that office. Unless Article applies, upon that person ceasing to hold office as an Honorary Treasurer or Vice President, he or she may resume the Term (which was previously suspended) as a Non-Officer Trustee. The Board may in its absolute discretion determine how any remaining part of the Term is calculated; the most senior Vice President may become the President in accordance with Article 15.3; and if a person has served as a President, the Board may resolve to allow that person to hold office as a Past President (a Non-Officer Trustee) for a Term after he or she ceases to be the President. Such a Term shall start on the date of (and at the close of) the AGM at which he or she ceases to be the President and end, subject always to Article , immediately on the date of (and at the close of) the second AGM to fall after the AGM at which he or she ceased to be President Subject to Article 12.6, a Non-Officer Trustee may at any time during a Term make a written request to the Board to take a sabbatical for up to two years. The proposed start date of the sabbatical must be at least three months after the date of the written request to the Board. If the Board resolves to agree to the request, the relevant person's trusteeship and officership (if he or she is also a Trustee Officer) shall cease for the period of the sabbatical so taken. Upon the sabbatical coming to an end, the person shall, subject to Article 12.7, automatically recommence his or her trusteeship and the period of the sabbatical shall not count towards the relevant person's Term. A Trustee shall not be entitled to make a request to take a sabbatical 12.6 pursuant to Article 12.5 if at the date of the request: Article 12.7 applies to that Trustee; or at the date of the request the Trustee is serving as President or Honorary Treasurer or has in the year immediately prior to the request served as President.that person is an Officer Trustee. A Trustee's term of office automatically terminates if he or she:

14 is disqualified under the Charities Act from acting as a charity trustee; is incapable, whether mentally or physically, of managing his or her own affairs; is absent from two consecutive meetings of the Board and is asked by a majority of the other Trustees to resign; ceases to be a member (but such a person may be reinstated by a resolution passed by all the other Trustees on resuming membership of the Association before the next AGM); resigns by written notice to the Board (but only if at least two Trustees will remain in office); or. If the Trustee in question is a Vice President, then he or she may not be a Trustee in the future; is removed by resolution of the members pursuant to the provisions of the Companies Act.; ceases to be the President and the Board does not resolve to allow that person to hold office as a Past President pursuant to Article ; ceases to be a Past President; or would otherwise hold office as a Trustee at (or on the dates of) more than ten AGMs (other than the AGM at which he or she was first elected to hold office) and in these circumstances the final term of office shall terminate upon the members present at that tenth AGM accepting the Trustee's retirement by rotation or otherwise electing another person to take that Trustee's place on the Board in accordance with Article Articles , , , and shall apply whether or not the Trustee is at the relevant time on a sabbatical. Article 12.5 shall not prevent a person from serving as an Officer 12.8 Trustee consecutively to any term of office as a nonnon-officer Trustee provided in all cases (but subject to Article 12.7) a person shall not hold the office of Trustee for more than three Terms. The Board may at any time co-opt any individual who is qualified 12.9to be appointed as a Trustee to fill a vacancy or as an additional Trustee, but a co-opted Trustee holds office only until the next AGM. If a co-opted Trustee is then appointed at that next AGM, his or her initial Term shall be deemed to have been extended to include the period of service falling prior to that AGM and the definition of Term shall for these purposes be modified accordingly. A technical defect in the appointment of a Trustee of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting. Notwithstanding any other provisions of these Articles or the actual length of an individual's service as Trustee at the date of the AGM at which these Articles are 14

15 resolved to be adopted, the following transitional arrangements shall apply in relation to the Trustees who were serving as at that date: the second Term of each of Chris Lewis and Cathy Kennedy shall be deemed to end at the 2012 AGM and, subject to Articles 12.5 and 12.7, each of them shall be eligible for re-election for a third Term at the AGM in that year; and subject to Article , the rules relating to an individual's service as a Trustee (where he or she was a Trustee prior to the AGM and continues as a Trustee after the AGM) shall be the rules in force immediately prior to that AGM (the Existing Rules); and whilst Suzanne Tracey has been appointed for a fixed period until the 2012 AGM, she shall be deemed at that point to have served as a Trustee for two full Terms and, subject to Articles 12.5 and 12.7, she shall be eligible for re-election for a third Term at that AGM. the Board shall have the power to determine any conflict or inconsistency between the Existing Rules and the rules relating to an individual's service as a Trustee which are set out in these Articles. 13 Trustees' proceedings The Trustees must hold at least three Board meetings each year Meetings may be called by the President or by the Secretary at the request of any two Trustees. A quorum at a Board meeting is three or one third of the current 13.2number of Trustees whichever is the greater. A Board meeting may be held either in person or by suitable 13.3 electronic means agreed by the Trustees in which all participants may communicate with all the other participants. The President or (if the President is unable or unwilling to do13.4 so) some other Trustee chosen by the Trustees present shall preside as chair of each Board meeting. Every issue may be determined by a simple majority of the votes 13.5 cast at a Board meeting (as evidenced by a show of hands), but a written resolution signed by all the Trustees is as valid as a resolution passed at such a meeting. For this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature. Except for the chair of the meeting, who has a second or casting 13.6vote, every Trustee has one vote on each issue. A procedural defect of which the Trustees are unaware at the13.7 time does not invalidate decisions taken at a Board meeting. 14 Trustees' powers The Trustees have the following powers in the administration of the Association: to appoint a Chief Executive to be responsible for managing 14.1 the day to day affairs of the Association in accordance with the instructions of the Board and to act as the Secretary in accordance with the Companies Act; 15

16 14.2 to approve from time to time the recommendations from the Remuneration and Appointments Committee to appoint a President, up to two Vice Presidents and an Honorary Treasurer in accordance with Article 15; to delegate any of their functions to committees consisting of14.3 two or more individuals appointed by them. At least two members of every committee must be Trustees and all proceedings of committees must be reported promptly to the Board; to make rules consistent with these Articles and the Companies 14.4Act to govern their proceedings and proceedings of committees; 14.5 to establish a Policy ForumGeneral Assembly to co-ordinate and debate the Association's policy on currentand strategy issues and to advise the Board;the results of consultations and discussions across the Association, including at Branch level; to make standing orders consistent with these Articles and the 14.6 Companies Act to govern proceedings at general meetings and to prescribe a form of proxy; to make regulations consistent with these Articles and the Companies 14.7 Act to govern the administration of the Association and the use of its seal (if any); to establish procedures to assist the resolution of disputes or14.8 differences within the Association; to exercise any powers of the Association which are not reserved 14.9 to a general meeting; to appoint a Remuneration and Appointments Committee to make recommendations to the Board on applications for Officer Trustee posts and trusteeship; to appoint Trustees recommended by the Remuneration and14.11 Appointments Committee referred to in Article 14.10; and subject to Article 9.2, to offer to any person membership of the Association upon the payment by the relevant person of such subscription or other levy or levies as the Board may from time to time decide, provided that in respect of any such offer, the aggregate amount of such subscription or other levy or levies shall not exceed the aggregate amount then approved by the members for that year in accordance with Article Officers There shall be appointed the following Officers of the Association: up to four Trustee OfficersOfficer Trustees, being the President, up to two Vice Presidents (to hold office concurrently) and an Honorary Treasurer who, each of whom must be membersa member of the Association; and a Chief Executive who may attend Board meetings but shall not be a Trustee and shall not be entitled to vote at such meetings. 16

17 Nominations for Vice President and Honorary Treasurer shall 15.2 be invited from branches and members of the Association in each relevant year by use of a ballot form to be sent to all members or to branches by 30 th April. The closing date for nominations shall be 31 st May. The Remuneration and Appointments Committee shall consider nominations and place their recommendations before the next Board meeting. Approval of recommendations from the Remuneration and Appointments Committee shall be by a simple majority of those Trustees present. Should there be more than one nomination the Trustees shall determine the successful candidate by a simple majority of those present. Subject to approval of the members at the AGM under Article 11.7 the successful candidate shall (unless the Board otherwise resolve) hold office from the close of the next following AGM until the close of the AGM two years thereafter.: in relation to the appointment of an Honorary Treasurer, the successful candidate's terms of office shall (unless the Board otherwise resolves) start on the date of (and at the close of) the AGM at which the members' approval is given and end immediately on the date of (and at the close of) the third AGM to fall after the AGM at which the members' approval was given; and in relation to the appointment of a Vice President, the successful candidate's term of office as Vice President shall (unless the Board otherwise resolves) start on the date of (and at the close of) the AGM at which the members' approval is given and end immediately on the date of (and at the close of) the second AGM to fall after the AGM at which the members' approval was given. All Officers shall retire at the end of their term of office, provided 15.3that the most senior Vice President at the relevant time shall, subject to approval of the members under Article 11.7, become the President at the close of the AGM falling at the end of theirhis/her term of office under Article The President's term of office shall end immediately on the date of (and at the close of) the first AGM to fall after the AGM at which the members' approval was given Notwithstanding any other provisions of these Articles, any Officer Trustee holding the office and title of "Chairman" and "Chairman Elect" at the date of the AGM at which these Articles are resolved to be adopted shall be deemed, on and from the close of the AGM held on that date, to hold the office and title of President and Vice President respectively. ADMINISTRATION AND DISSOLUTION 16 Branches There shall be branches of the Association established at the16.1 discretion of the Board subject to consultation with the members within a geographical area. Branch membership shall consist of the members serving in that geographical area, together with honorary and retired members and such other persons with a special interest in health care finance as the relevant branch may decide. Branch members who are not members (as defined in Article 9) are not entitled to the rights, privileges and benefits of membership of the Association. 17

18 The members constituting a branch shall make bye-laws for the 16.2conduct of branch business, the election of Branch Chairman, Vice Chairman and other Executive officers as deemed necessary and the payment of subscriptions or other levies for branch purposes, provided that such bye-laws may not be inconsistent with these Rules and may not become operative until they have been approved by the Board and for the avoidance of doubt branches shall not have any executive powers and shall not be able to bind the Association. Branches of the Association shall arrange regular meetings and 16.3programmes of relevant activities for all members. Any branch may, however, combine with another branch or branches or form geographical sub-divisions in organising its relevant activities. 17 Records and Accounts The Trustees must comply with the requirements of the Companies 17.1 Act and of the Charities Act as to keeping financial records, the audit of accounts and the preparation and transmission to the Registrar of Companies and the Commission of: annual returns; annual reports; and annual statements of account The Trustees must keep proper records of: all proceedings at general meetings; all proceedings at meetings of the Board; all reports of committees; and all professional advice obtained. Accounting records relating to the Association must be made17.3 available for inspection by any Trustee at any time during normal office hours and may be made available for inspection by members who are not Trustees if the Board so decides. A copy of the Association's latest available statement of account 17.4must be supplied on request to any Trustee or member. A copy must also be supplied, within two months, to any other person who makes a written request and pays the Association's reasonable costs. 18 Notices Notices under these Articles may be sent by hand, by post or18.1 by suitable electronic means or (where applicable to members generally) may be published in any suitable journal or national newspaper or any journal distributed by the Association. The only address at which a member is entitled to receive notices 18.2 sent by post is an address in the U.K. shown in the register of members. 18

19 Any notice given in accordance with these Articles is to be treated 18.3 for all purposes as having been received: twenty-four hours after being sent by electronic means or delivered by hand to the relevant address; two clear days after being sent by first class post to that address; three clear days after being sent by second class or overseas post to that address; on the date of publication of a newspaper containing the notice; on being handed to the member (or, in the case of a member organisation, its authorised representative) personally, or, if earlier, as soon as the member acknowledges actual receipt. A technical defect in the giving of notice of which the Trustees 18.4 are unaware at the time does not invalidate decisions taken at a meeting. 19 Dissolution If the Association is dissolved, the assets (if any) remaining after 19.1provision has been made for all its liabilities must be applied in one or more of the following ways: by transfer to one or more other bodies established for exclusively charitable purposes within, the same as or similar to the Objects; directly for the Objects or for charitable purposes which are within or similar to the Objects; and/or in such other manner consistent with charitable status as the Commission approve in writing in advance, provided that nothing in these Articles shall authorise the application of the property of the Association for purposes which are not charitable in accordance with section 7 of the Charities and Trustee Investment (Scotland) Act A final report and statement of account must be sent to the Commission TRANSITIONAL ARRANGEMENTS 20 Transitional arrangements The Board shall have power to do any act and determine any20.1 matter relating to the transition from the Association to a body to be granted a Royal Charter of Incorporation by Her Majesty in Council (a Royal Charter Body) including: agreeing the form of the charter, bye-laws and any other rules or regulations of the Royal Charter Body (collectively the Royal Charter Body Rules) with Her Majesty in Council, to be adopted on or around incorporation of the Royal Charter Body; and 19

20 provision for the convening and conduct of the first Annual General Meeting of the Royal Charter Body and the business to be transacted at that meeting. The initial Board of the Royal Charter Body shall be those persons 20.2 who shall be the members of the Board at Vesting. The initial ethical code and disciplinary rules of the Royal Charter 20.3 Body shall be the Ethical Code and Disciplinary Rules respectively in force at Vesting. Unless otherwise provided and having regard to Article 10, all 20.4 members and, so far as permitted by law, employees of the Association shall be deemed automatically to be members and employees of the Royal Charter Body on the same terms and conditions as applied at the Vesting, save that no person shall be entitled to remuneration from both the Association and the Royal Charter Body in respect of the same period of service. The provisions of these Articles and any other rules or regulations 20.5 of the Association in force immediately prior to the incorporation of the Royal Charter Body (collectively the Association Rules) shall, so far as they are consistent with the Royal Charter Body Rules on and from the incorporation of the Royal Charter Body, be deemed to be part of the Royal Charter Body Rules, until such time as the Royal Charter Body Rules provide for the matters regulated by the Association Rules. DEFINITIONS AND INTERPRETATION 21 Definitions and Interpretation In these Articles, unless the context indicates another meaning: 21.1 "AGM" means an annual general meeting of the Association; "Articles" means the Association's articles of association; "Association" means the company governed by these Articles; "authorised representative" means an individual who is authorised by a member organisation to act on its behalf at meetings of the Association and whose name is given to the Secretary; "Board" means the Trustees, or such of those Trustees present at a duly convened meeting of the Trustees at which a quorum is present in accordance with these Articles, as the context may require; "CCAB" means the Consultative Committee of Accountancy Bodies; "Charities Act" means the Charities Act 2011; "charity trustee" has the meaning prescribed by the Charities Act; "clear day" means, in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect; 20

21 "Commission" means the Association Commissioners for England and Wales; "Companies Act" means the Companies Act 2006; "connected person" means any spouse, partner, parent, child, brother, sister, grandparent or grandchild of a Trustee, any firm of which a Trustee is a member or employee, and any company of which a Trustee is a director, employee or shareholder having a beneficial interest in more than one per cent of the share capital; "custodian" means a person or body who undertakes safe custody of assets or of documents or records relating to them; "Disciplinary Rules" means the disciplinary rules of the Association as adopted on the date these Articles come into force and as amended by the Board from time to time; "EGM" means an extraordinary general meeting of the Association; "Ethical Code" means the ethical code of the Association as adopted on the date these Articles come into force and as amended by the Board from time to time; "financial expert" means an individual, company or firm who is authorised to give investment advice under the Financial Services and Markets Act 2000; "financial year" means the Association's financial year; "firm" includes a limited liability partnership; "Honorary Treasurer" means the treasurer of the Association; "Immediate Past President" means the immediate predecessor to the current President; "indemnity insurance" means insurance against personal liability incurred by any Trustee for an act or omission which is or is alleged to be a breach of trust or breach of duty, unless the Trustee concerned knew that, or was reckless whether, the act or omission was a breach of trust or breach of duty; "material benefit" means a benefit which may not be financial but has a monetary value; "member" and "membership" refer to company membership of the Association; "month" means calendar month; "nominee company" means a corporate body registered or having an established place of business in England and Wales; "Non-Officer Trustee" means any Trustee other than an Officer Trustee; "Officer Trustee" means any of the President, a Vice President or the Honorary Treasurer; 21

22 "Objects" means the Objects of the Association as defined in Article 4; "Past President" has the meaning given in Article ; "President" means the president of the Trustees; "Qualified Accountant" shall mean a qualified member of one of the bodies comprising the CCAB from time to time being currently: The Association of Chartered Certified Accountants; The Chartered Institute of Management Accountants; The Chartered Institute of Public Finance and Accountancy; The Institute of Chartered Accountants in England and Wales; The Institute of Chartered Accountants of Scotland; and The Institute of Chartered Accountants in Ireland; "Royal Charter Body" has the meaning given in Article 20.1; "Secretary" means the company secretary of the Association; "taxable trading" means carrying on a trade or business for the principal purpose of raising funds and not for the purpose of actually carrying out the Objects, the profits of which are subject to corporation tax; "Term" in relation to a Non-Officer Trustee means, subject to Articles 12.4 and 12.9, the period of up to three years running from the date of the AGM in the first yearstarting on the date of (and at the close of) the AGM at which he or she is elected or re-elected as a Trustee (as the case may be) and ending immediately on the date of (and at the close of) the third AGM to fall after the AGM at which he or she was so elected or re-elected; "Trustee" means a director of the Association and "Trustees" means the directors. "written" or "in writing" refers to a legible document on paper including a fax message; "Vesting" means the date and time on and at which the Royal Charter of Incorporation in relation to the Royal Charter Body takes effect; "Vice President" means a vice president of the Trustees; and "year" means a period of 12 months running from one date to a date immediately preceding the first anniversary of that date. Unless the context otherwise requires, any other words or expressions 21.2 defined in the Companies Act or, if not defined in the Companies Act, in any other statute, statutory instrument, regulation or order for the time being in force concerning companies registered under the Companies Act (or the Companies Act 1985) and 22

23 affecting the Association (in each case as in force on the date of adoption of these Articles) have the same meanings in these Articles. Any reference to any statute or subordinate legislation, or any 21.3 provision of any statute or subordinate legislation, includes a reference to any modification or re-enactment of it for the time being in force but excluding any statutory modification thereof not in force at the date of adoption of these Articles. Words importing the singular number include the plural number 21.4and vice versa, words importing one gender include the other genders and words importing persons include natural persons, bodies corporate, unincorporated associations, partnerships, governments, governmental agencies and departments, and statutory bodies or other entities, in each case whether or not having a separate legal personality. Headings and sub-headings in these Articles are only included 21.5 for convenience and shall not affect the construction of these Articles. These Articles shall be governed by and construed in accordance 21.6 with English law. 23