DEFINED TERMS
(1) The regulations contained in the Model Articles for Private Companies Limited by Guarantee set out in Schedule 2 of The Companies (Model Articles) Regulations 2008 (SI 3229/2008), shall not apply to the Company.
(2) In the articles, unless the context requires otherwise:
“the 2006 Act” means the Companies Act 2006;
“articles” means the Company’s articles of association;
“bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
“chairman” has the meaning given in article 14;
“chairman of the meeting” has the meaning given in article 27;
“Companies Acts” means the Companies Acts (as defiled in section 2 of the Companies Act 2006, in so far as they apply to the Company;
“director” means a director of the Company, and includes any person occupying the position of director, by whatever name called;
“document” includes, unless otherwise specified, any document sent or supplied in electronic form;
“electronic form” has the meaning given in section 1168 of the 2006 Act;
“member” has the meaning given in section 112 of the 2006 Act;
“ordinary resolution” has the meaning given in section 282 of the 2006 Act;
“participate” in relation to a directors’ meeting, has the meaning given in article 10;
“proxy notice” has the meaning given in article 33;
“special resolution” has the meaning given in section 283 of the 2006 Act;
“subsidiary” has the meaning given in section 1159 of the 2006 Act; and
“writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.
Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the 2006 Act as in force on the date when these articles become binding on the Company.
COMPANY’S NAME AND REGISTERED OFFICE
1.1. The name of the Company is “Turkish Business Forum” (hereinafter referred to as the “Company”).
1.2. The abbreviation of the Company, “TBF”, may be used.
1.3. The registered office of the Company is at the following address: 180 Brompton Road, First Floor, SW3 1HQ, London, England.
1.4. The Company may, by a resolution of the Board of Directors, open branches, representative offices, or liaison offices within or outside the United Kingdom.
OBJECTIVES
The objectives for which the Networking Group is established as a CLG are:
2.1. To strengthen commercial relations between Turkish and United Kingdom companies and to establish a platform focused on Economic Cooperation & Trade Bridge. To bring Turkish businesspeople and professionals together in the United Kingdom, establishing international trade bridges including European and American markets.
2.2. To create awareness about investment opportunities in the Turkish market for UK and other international companies operating in Turkey.
2.3. To create awareness about investment opportunities in the English market for Turkish and other international companies operating in the UK.
2.4. To develop the joint commercial interests of Turkish and British businesses in third countries.
2.5. To represent the interests of members with government departments and public and private institutions in the UK and Turkey.
2.6. To develop social, cultural, and business relations among members.
2.7. To increase cooperation with other voluntary organisations, chambers of commerce, and associations with similar objectives in the UK and Turkey.
2.8. To monitor business and legal developments in Turkey and the UK and to inform members.
2.9. Vision: To be a leading platform that supports entrepreneurship in international markets and strengthens sectoral collaborations, serving as the strongest representation area for the Turkish business world in England.
2.10. Mission:
2.10.A. To promote the sharing of knowledge/experience among professionals internationally, primarily in England and Turkey.
2.10.B. To build a bridge between the international business world and Turkish businesspeople.
2.10.C. To support our members in strengthening their position in the global market through networking, consultancy, and training activities.
COMPANY’S SCOPE OF ACTIVITIES
3.1. In line with its objectives, the Company may engage in the following activities:
3.1.A. To provide consultancy and information support to Turkish and British business circles on trade, economy, finance, industry, legislation, and similar matters.
3.1.B. To protect the mutual interests of Turkish and British companies and to ensure communication within investment and business circles.
3.1.C. To contribute to relations between Turkish and British business circles and public institutions in the UK, Turkey, and other countries.
3.1.D. To develop friendship, understanding, and cooperation among business circles; to organise social, educational, and cultural projects.
3.1.E. To promote joint business and investment projects through knowledge sharing, research, and exchange of ideas.
3.1.F. To organise conferences, seminars, panels, networking events; to publish printed and digital publications.
3.2. The Company may open representative offices in the UK and Turkey to achieve its purpose and may appoint representatives on international platforms.
3.3. The Company may acquire, lease, and dispose of property to carry out activities in line with its objectives.
3.4. The Company may create an archive, open a website, and develop digital information platforms.
3.5. The Company may prepare or commission research, reports, and publications for its members.
3.6. The Company may establish sub-working groups, committees, or thematic platforms as needed.
3.7. The Company may organise training and capacity-building activities to increase the effectiveness of its members in the business world.
3.8. The Company may cooperate with international organizations operating for the same purpose.
3.9. The Company may engage in humanitarian aid and donation activities during natural disasters or crisis periods.
3.10. The Company may employ the necessary personnel to achieve its objectives.
3.11. The Company may participate in or organise appropriate organizations in line with its international trade, investment, and cultural cooperation goals.
3.12. The Company may engage in income-generating side activities as long as they are consistent with its objectives; however, all income generated shall be used solely for realizing the Company’s objectives.
ETHICAL PRINCIPLES
The Company (TBF) Members shall demonstrate attitudes and behaviors in line with the following ethical principles in all their actions and transactions towards the persons and organizations they have business relations with, their customers, suppliers, competitors, partners, employees, the society they are part of, the environment, nature, the state, and the legal order in which they operate.
4.1. PURPOSE OF THE ETHICAL PRINCIPLES
The purpose of these Ethical Principles is:
4.1.1. To protect internationally accepted ethical values that ensure the fair and transparent functioning of free competition.
4.1.2. To contribute to the establishment and development of the principle of mutual trust in business life.
4.1.3. To prevent attitudes and behaviors contrary to business ethics.
4.1.4. To disseminate an ethical business culture among members.
4.1.5. To support the effective and efficient use of societal resources.
4.2. HONESTY AND RELIABILITY
4.2.1. Members shall act in compliance with the law and rules of honesty in business life. In this context:
4.2.2. They shall not knowingly cause harm through their commercial activities.
4.2.3. They shall not use confidential information for gain or disclose it.
4.2.4. They shall not obtain gains in a way that would influence the decision-making ability of themselves or others.
4.2.5. They shall not make misleading statements, advertisements, promotions, or introductions.
4.2.6. They assume responsibility for their products and services and fulfill quality and safety requirements.
4.2.7. They shall not violate customer and consumer rights.
4.2.8. They shall not deviate from honesty in bids, contracts, and agreements.
4.2.9. They shall not engage in behaviors that would lead to unfair competition or are contrary to the Competition Act 1998.
4.2.10. They shall avoid conflicts of interest and, if any, declare them explicitly.
4.2.11. They shall not conduct transactions using insider information for speculative or unfair gain.
4.2.12. They shall pay special attention to the fulfillment of given promises and commitments.
4.3. RESPECT FOR LAWS AND REGULATIONS
Members shall comply with all laws of the countries in which they operate. In particular:
4.3.1. They shall comply with all relevant legislation, primarily the Companies Act 2006, Equality Act 2010, Competition Act 1998, Data Protection Act 2018 (GDPR), and Bribery Act 2010.
4. 3.2. They shall not keep false or fake records or provide misleading information to authorised authorities.
4. 3.3. They shall avoid behaviors contrary to free market and competition rules.
4. 3.4. They shall declare their income fully and correctly and pay their taxes on time.
4. 3.5. They shall fulfill their debts and obligations on time.
4. 3.6. They shall act within the framework of the UK Bribery Act 2010 regarding gifts, donations, and hospitality to public officials or in commercial relations.
4.4. BEING ETHICAL AND CORPORATE REPUTATION
Members shall behave in a manner consistent with high morality, fair and equitable, in all business relations. In this framework:
4. 4.1. They shall avoid attitudes and behaviors that would damage the reputation of the Company and the CLG structure.
4. 4.2. They shall not engage in actions that undermine trust or are contrary to transparency.
4. 4.3. They shall not attempt to obtain or use trade secrets or confidential information through illegal means.
4. 4.4. They shall not hesitate to fulfill their social responsibilities.
4. 4.5. They shall not attempt to gain benefits through the employment of public officials or political connections.
4. 4.6. Equality, justice, security, support for personal development, and a non-discriminatory approach are essential in employee relations.
4. 4.7. They respect employee rights and take preventive measures against discrimination and harassment within the scope of the Equality Act 2010.
4. 4.8. They protect the personal information of their employees within the framework of the Data Protection Act 2018 / GDPR.
4. 4.9. They fulfill their responsibilities towards the environment and nature and support sustainable business practices.
GAP IN PROVISIONS
In the event of any situation not provided for in these Articles of Association or the Internal Regulations, the provisions of the Companies Act 2006 relating to Companies Limited by Guarantee, and the relevant general provisions of English law, shall apply. The Board of Directors is authorised to implement and interpret the provisions of the Internal Regulations
CODE OF CONDUCT AND DISCIPLINARY PROCEDURES
6.1. EQUALITY AND RESPECT:
All members of the Company are obliged to show respect to each other regardless of gender, marital status, race, nationality, age, disability, gender identity, sexuality, religion or belief, language, social origin, political opinion, or other personal characteristics.
6.2. FREEDOM OF EXPRESSION AND MEETING PROCEDURE:
Every member has the right to express their views freely in meetings. Interrupting, shouting, or verbal harassment during speeches is prohibited. The speaker’s language skills should be taken into consideration, and all members should act within the framework of mutual respect.
6.3. COMMITMENT TO CORPORATE OBJECTIVES:
Board of Directors members will support the Company’s achievement of its objectives through their work, undertake assigned tasks, and contribute to events. Board of Directors members will also act as “good ambassadors” in accordance with the principles set out in the institution’s constitution.
6.4. CONFIDENTIALITY:
Members may not share sensitive information or opinions expressed in meetings with third parties. Adherence to the confidentiality rule is mandatory.
6.5. COMPLIANCE WITH THE CONSTITUTION AND RULES:
6.5.1. All members must comply with the Company’s Articles of Association and this Code of Conduct.
6.5.2. The Board of Directors may initiate a disciplinary process against non-compliant members.
6.5.3. Potential sanctions: warning letter, exclusion from certain meetings, temporary suspension of membership, or expulsion.
6.5.4. In every disciplinary process, the relevant member will be given prior written notice and the right to defend themselves.
6.6. ENVIRONMENTAL SENSITIVITY:
All activities shall be carried out considering environmental impacts and with the principle of minimum waste.
DISPUTE RESOLUTION
7.1. Disputes arising among members or between members and the Company shall first be attempted to be resolved through a special Committee established by the Board.
7.2. Applying to the Committee does not eliminate the members’ right to go to court.
DISCIPLINARY AND APPEAL PROCESS
8.1. RIGHT TO APPEAL AFTER DISCIPLINARY DECISION:
Every member who receives a disciplinary penalty has the right to appeal the decision. The appeal must be made within 14 days from the written notification of the decision.
8.2. REVIEW OF APPEAL:
Appeals are evaluated by an Appeals Committee. The Committee’s decision is finalised at the next General Meeting or Extraordinary General Meeting.
8.3. APPEALS COMMITTEE STRUCTURE:
8.3.A. 5 (five) members elected by secret ballot from among the full-voting members of the Board of Directors.
8.3.B. 2 (two) representatives elected by secret ballot from among Honorary Members, if any.
8.3.C. The Committee shall elect a Chairperson from among its members.
8.4. APPEAL HEARING:
8.4.1. The appellant has the right to bring a fellow current member as an observer.
8.4.2. This person cannot make speeches or present a defense and can only be present as an observer.
8.4.3. The appellant has the right to a written or oral defense.
COMPANY’S POWERS AND RIGHTS
9.1. GENERAL POWER
9.1.1. The Company has all powers necessary to achieve its objectives set out in these Articles of Association in accordance with the Companies Act 2006 and other relevant British legislation.
9.1.2. The Company has legal personality and can acquire rights and obligations like an individual.
9.2. POWER TO ENTER INTO CONTRACTS
9.2.1. The Company may enter into contracts with third parties, make commitments, and undertake obligations in line with its objectives.
9.2.2. Contracts shall be executed within the signing authority limits set forth in the internal regulations by the Board of Directors.
9.3. INTERNATIONAL ACTIVITY
9.3.1. The Company may organise or participate in networking events, conferences, fairs, and meetings within and outside the United Kingdom.
9.3.2. It may cooperate with international networking organizations and chambers and develop joint projects.
9.4. FINANCIAL AND COMMERCIAL TRANSACTIONS
9.4.1. The Company may carry out the following transactions necessary for its activities:
9.4.1.A. Open and manage bank accounts.
9.4.1.B. Borrow and use credit to a reasonable extent.
9.4.1.C. Make investments and use financial instruments.
9.4.1.D. Enter into sponsorship agreements to generate income.
9.4.2. All financial transactions shall be conducted within the limits and internal controls set by the Board of Directors in the internal regulations.
9.5. MOVABLE AND IMMOVABLE PROPERTY
9.5.1. The Company may acquire, lease, or rent out movable and immovable property necessary for its activities.
9.5.2. A Board of Directors resolution is required for the acquisition or sale of immovable property.
9.6. INTELLECTUAL PROPERTY
9.6.1. The Company may establish, use, and license trademarks, logos, copyrights, and other intellectual property rights.
9.6.2. The Company’s intellectual property assets are protected and used in line with the company’s objectives.
9.7. PERSONNEL AND PROCUREMENT OF SERVICES
9.7.1. The Company may employ personnel or procure services from outside to carry out its activities.
9.7.2. Employment and service contracts are drawn up in accordance with British employment law.
9.8. ACCEPTANCE OF DONATIONS AND SPONSORSHIPS
9.8.1. The Company may accept donations and sponsorships in line with its objectives.
9.8.2. Donations and sponsorships are recorded transparently and used appropriately.
9.9. LEGAL PROCEEDINGS
The Company may initiate or be a party to necessary legal proceedings to protect its rights and fulfill its obligations.
9.10. DELEGATION OF AUTHORITY
9.10.1. The Board of Directors may delegate the exercise of the powers specified in this article to appropriate committees or officers as it sees fit.
9.10.2. Delegation of authority is made in writing and clearly defined.
MEMBERSHIP
10.1. MEMBERSHIP CATEGORIES
The Company’s membership is divided into the following categories:
10.1.1. Individual Member: Members who are natural persons. These members exercise all membership rights and fulfill all membership obligations in their own name, unless otherwise specified in the Articles of Association.
10.1.2. Corporate Member: Members which are companies, limited liability partnerships, and other legal entities. Each Corporate Member must appoint one “Primary Representative” and one “Alternate Representative” to represent the company and exercise its membership rights. The representatives must be an employee or an authorised agent of the member
10.1.3. The Board of Directors may create new membership categories or change existing categories.
10.2. MEMBERSHIP APPLICATION AND ADMISSION PROCESS
10.2.1. Membership applications are made using the official application form determined by the Company.
10.2.2. Applications are evaluated according to the following criteria:
10.2.2.A. Operating in or having an interest in the networking sector.
10.2.2.B. Adopting the Company’s objectives and values.
10.2.2.C. Commitment to ethical and professional behavior.
10.2.2.D. Having the legal capacity to enter into contracts.
10.2.3. The Board of Directors may establish a Membership Committee to evaluate and decide on applications.
10.2.4. Applicants must provide references from at least 2 current members.
10.3. MEMBERSHIP RIGHTS
10.3.1. All members have the following rights:
10.3.1.A. The right to vote at the General Meeting.
10.3.1.B. The right to stand for election to the Board of Directors.
10.3.1.C. The right to participate in Company events.
10.3.1.D. The right to benefit from the services offered by the Company.
10.3.2. Corporate members appoint one representative to represent their company.
10.4. MEMBERSHIP OBLIGATIONS
All members must comply with the following obligations:
10.4.1. Pay annual dues on time.
10.4.2. Protect the Company’s reputation.
10.4.3. Demonstrate ethical and professional behavior.
10.4.4. Support the Company’s objectives.
10.5. MEMBERSHIP FEES
10.5.1. Annual membership fees are determined by the Board of Directors.
10.5.2. Fee amounts may vary according to membership categories.
10.5.3. Fee payments commence on January 1st of each year.
10.6. RESIGNATION FROM MEMBERSHIP
10.6.1. Members may resign from membership at any time by giving written notice.
10.6.2. Any outstanding debts (including membership fees and all other liabilities) owed by the resigning member as of the resignation date shall be collected.
10.6.3. Paid fees are not refunded.
10.6.4. A member may withdraw from membership of the Company by giving 7 days’ notice to the Company in writing.
10.6.5. Membership is not transferable.
10.6.6. A person’s membership terminates when that person dies or ceases to exist.
10.7. TERMINATION OF MEMBERSHIP
10.7.1. Membership ends in the following cases:
10.7.1.A. Non-payment of fee debt for 6 months.
10.7.1.B. Behavior that seriously damages the Company’s reputation.
10.7.1.C. Loss of legal capacity to enter into contracts.
10.7.1.D. Bankruptcy or liquidation status.
10.7.2. The decision to terminate membership is made by the Board of Directors.
10.7.3. The member is given the right to defend themselves before the termination decision.
10.8. MEMBERSHIP RECORDS
10.8.1. The Company maintains up-to-date records for all members.
10.8.2. Member information is stored in compliance with GDPR.
10.8.3. Members are obliged to immediately notify changes in their personal information.
MEMBERSHIP MANAGEMENT AND IMPLEMENTATION PRINCIPLES
11.1. MEMBERSHIP COMMITTEE
11.1.1. The Board of Directors establishes a Membership Committee to evaluate membership applications.
11.1.2. The Committee consists of at least 3 members, and at least one must be a Board of Directors member.
11.2. APPLICATION EVALUATION CRITERIA
11.2.1. FOR INDIVIDUAL MEMBERSHIP:
11.2.1.A. At least 1 year of experience in the networking sector.
11.2.1.B. At least 1 reference from a current member.
11.2.1.C. Commitment to regular participation in events.
11.2.1.D. Signing the ethics declaration form.
11.2.2. FOR CORPORATE MEMBERSHIP:
11.2.2.A. Having been in operation for at least 1 year.
11.2.2.B. Approval of the Board of Directors.
11.2.2.C. Appointment of a representative (primary + alternate).
11.2.2.D. The representative’s commitment to participate in at least 2 events per year.
11.3. MEMBERSHIP BENEFITS (NETWORKING FOCUSED)
11.3.1. BASIC BENEFITS (ALL MEMBERS):
11.3.1.A. Participation in monthly networking events.
11.3.1.B. Inclusion in the member directory.
11.3.1.C. Access to sectoral information sharing groups.
11.3.1.D. Access to the online platform.
11.3.2. SPECIAL FOR CORPORATE MEMBERS:
11.3.2.A. Priority sponsorship opportunities at events.
11.3.2.B. Company profile and product/service promotion.
11.3.2.C. Special networking sessions.
11.4. ETHICAL RULES AND COMPLIANCE
11.4.1. All members are obliged to comply with the Company’s Ethical Rules.
11.4.2. In case of an ethical violation, the Board of Directors initiates a disciplinary process.
11.4.3. Membership may be terminated in case of serious violations.
11.5. MEMBERSHIP STATISTICS AND PERFORMANCE
The Company regularly tracks membership statistics:
11.5.1. Number of members and categories.
11.5.2. Member turnover rate.
11.5.3. Event participation rates.
11.5.4. Member satisfaction surveys.
BOARD OF DIRECTORS
12.1. ROLE AND POWERS OF THE BOARD OF DIRECTORS
12.1.1. The Board of Directors is the governing body of the Company and is responsible for managing all Company affairs outside the exclusive jurisdiction of the General Meeting, in accordance with the Companies Act 2006 and these Articles of Association.
12.1.2. The Board of Directors may use all necessary powers to advance the Company’s networking objectives and provide value to members.
12.2. NUMBER AND QUALIFICATIONS OF BOARD OF DIRECTORS MEMBERS
12.2.1. The Board of Directors consists of a minimum of 11 (Eleven) and a maximum of 17 (seventeen) members.
12.2.2. Board of Directors members should have experience in the networking sector and safeguard the Company’s interests to the highest degree.
12.3. ELECTION AND TERM OF OFFICE OF BOARD OF DIRECTORS MEMBERS
12.3.1. Board of Directors members are elected by the members at the Annual General Meeting.
12.3.2. The term of office for the Board of Directors is 2 (Two) years. The Board of Directors Chairperson can serve for a maximum of 2 (two) consecutive terms.
12.3.3. The Board of Directors may appoint new members to fill temporary vacancies. Members appointed in this way serve until the next Annual General Meeting.
12.4. BOARD OF DIRECTORS OFFICERS
The Board of Directors elects the following officers at its first meeting following each annual general meeting:
12.4.1. Chair.
12.4.2. Vice-Chair.
12.4.3. Secretary.
12.4.4. Treasurer.
12.5. BOARD OF DIRECTORS MEETINGS
12.5.1. The Board of Directors holds at least 4 (four) ordinary meetings per year.
12.5.2. Meetings may be held face-to-face or online.
12.5.3. Meeting notices are given at least 7 (seven) days in advance.
12.5.4. The quorum is one-third of the number of Board of Directors members (at least 2 members).
12.6. VOTING AND DECISION-MAKING
12.6.1. Decisions are made by a simple majority of the members present.
12.6.2. In case of a tie in votes, the meeting chair has a second or casting vote.
12.6.3. Board of Directors members cannot vote in case of a conflict of interest.
12.7. TERMINATION OF BOARD OF DIRECTORS MEMBERSHIP
Board of Directors membership ends in the following cases:
12.7.1. Expiration of the term of office.
12.7.2. Written resignation.
12.7.3. Termination of membership.
12.7.4. Failure to attend 2 (Two) consecutive meetings without excuse or 5 times in one year (excused or unexcused).
12.7.5. Disqualification under the Companies Act 2006.
12.7.6. Bankruptcy or unsoundness of mind.
12.8. COMMITTEES AND DELEGATION OF AUTHORITY
The Board of Directors may establish the following standing committees.Committees may make decisions within the authority given to them and report to the Board of Directors.
12.9. CONFLICT OF INTEREST
12.9.1. Board of Directors members must immediately declare any conflict of interest.
12.9.2. Members with a conflict of interest cannot vote on relevant matters and cannot participate in deliberations.
12.10. REMUNERATION AND EXPENSES
12.10.1. Board of Directors members are reimbursed for reasonable expenses incurred while performing their duties.
12.10.2. Board of Directors members cannot be paid fees without General Meeting approval.
12.11. RECORDS AND REPORTING
12.11.1. Minutes of all Board of Directors meetings are regularly kept and stored.
12.11.2. The Board of Directors presents an activity report to the Annual General Meeting.
BOARD OF DIRECTORS CANDIDACY , ELECTION PROCESS
13.1. BOARD OF DIRECTORS CANDIDATES MUST MEET THE FOLLOWING CRITERIA:
13.1.1. Having been a Company member for at least 2 years (This rule will be effective from the 2nd year of the Company’s establishment).
13.1.2. At least 3 years of experience in networking or related sectors.
13.1.3. Regular participation in at least 4 Company events per year.
13.1.4. Record of ethical and professional behavior (clean DBS check).
13.1.5. Commitment to allocate sufficient time for Board of Directors duties.
13.2. CANDIDACY APPLICATION PROCESS
Candidates must submit, along with a written application:
13.2.1. CV and professional experience.
13.2.2. Plan for contributing to the Company.
13.2.3. References from at least 2 current members.
13.3. ELECTION PROCESS
13.3.1. Elections are held by secret ballot at the Annual General Meeting.
13.3.2. Candidates are introduced to the members before the election.
GENERAL MEETINGS
14.1. ANNUAL GENERAL MEETING (AGM)
14.1.1. The Company must hold one Annual General Meeting in each calendar year.
14.1.2. The Annual General Meeting is held within six months following the end of the financial year.
14.1.3. The first Annual General Meeting must be held within 18 months from the date of the company’s incorporation.
14.2. EXTRAORDINARY GENERAL MEETING (EGM)
14.2.1. The Board of Directors may call an Extraordinary General Meeting at any time when necessary.
14.2.2. Upon the written request of members holding at least 10% of the total voting rights, the Board of Directors must convene an Extraordinary General Meeting within 21 days.
14.3. MEETING NOTICE PROCEDURES
14.3.1. General Meeting notices are given in writing at least 14 clear days in advance.
14.3.2. The notice must include:
14.3.2.1. The date, time, and place of the meeting.
14.3.2.2. Agenda items.
14.3.2.3. Texts of proposed resolutions.
14.3.3. Notice may be given by the following means:
14.3.3.1. Electronic mail.
14.3.3.2. The Company’s official website.
14.3.3.3. By post.
14.4. QUORUM
14.4.1. The quorum for General Meeting is members present in person or by proxy, which cannot be less than 50% of the number of Board of Directors members.
14.4.2. If the quorum is not met within 30 minutes after the scheduled start time, the meeting is adjourned as follows:
14.4.2.A. To the same day and time the following week, or to a different date.
14.4.2.B. To a date and place determined by the Board of Directors.
14.4.3. The members present at the adjourned meeting constitute the quorum.
14.5. CHAIRMANSHIP OF THE MEETING
14.5.1. The Board of Directors Chairperson chairs the General Meeting.
14.5.2. The General Meeting shall be chaired by the Chair of the Board of Directors. If the Chair is not present, does not wish to open the meeting, or is unable to chair the meeting, this duty shall be performed by the following persons in order of precedence
14.5.2.1. The Vice-Chair
14.5.2.2. The Treasurer
14.5.2.3. A Board member appointed by the Board for this purpose prior to the meeting.
14.6. VOTING RIGHTS
14.6.1. Each member has one vote.
14.6.2. Persons who have applied for membership but have not been accepted cannot vote.
14.6.3. Members who have not paid their debts to the Company cannot vote.
14.7. VOTING PROCEDURES
14.7.1. Voting is generally done by a show of hands.
14.7.2. A secret ballot may be requested in the following cases:
14.7.2.1. By the meeting chairperson, or.
14.7.2.2. By at least one-tenth (1/10) of the members present at the meeting, or.
14.7.2.3. By members holding at least 10% of the total voting rights.
14.7.3. In case of a tie in votes, the meeting chairperson has a second or casting vote.
14.8. VOTING BY PROXY
14.8.1. Members may appoint a proxy for General Meetings.
14.8.2. The proxy form must be in writing and delivered to the Company at least 48 hours before the meeting.
14.8.3. The proxy does not have to be a member.
14.9. ONLINE MEETINGS
14.9.1. General Meetings may be held online.
14.9.2. In online meetings:
14.9.2.1. All participants must be able to hear and see each other.
14.9.2.2. Voting rights must be the same as in physical meetings.
14.9.2.3. The meeting must be recorded.
14.10. DECISION-MAKING
14.10.1. Ordinary resolutions are passed by a simple majority of the members present and voting.
14.10.2. Special resolutions require at least a 75% majority of the members present and voting.
14.11. MATTERS REQUIRING A SPECIAL RESOLUTION
The following matters require a special resolution:
14.11.1. Amendments to the Articles of Association.
14.11.2. Change of the Company’s name.
14.11.3. Winding up of the Company.
14.11.4. Granting extraordinary powers to the Board of Directors.
14.12. ANNUAL GENERAL MEETING AGENDA
14.12.1. The Annual General Meeting agenda must include the following items:
14.12.2. Approval of the minutes of the previous meeting.
14.12.3. Presentation and approval of the annual financial reports.
14.12.4. The Board of Directors’ annual activity report.
14.12.5. Appointment of the auditor and determination of their remuneration.
14.12.6. Election of Board of Directors members.
14.12.7. Other ordinary business.
14.13. MINUTE TAKING
14.13.1. Minutes are taken for all General Meetings.
14.13.2. Minutes are approved by the meeting chairperson.
14.13.3. Minutes are stored in the company’s records.
MEMBERSHIP OBLIGATIONS, DISCIPLINE, AND APPEAL PROCESSES
15.1. MEMBERSHIP PARTICIPATION OBLIGATIONS
15.1.1. All members are obliged to actively participate in the General Meetings and networking events organised by the Company.
15.1.2. Membership automatically ends in the following cases:
15.1.2.1. If a member fails to attend two consecutive General Meetings.
15.1.2.2. Engaging in activities that damage the Company’s reputation, Involvement in criminal offenses, Causing harm to Members/customers who come through Company reference.
15.1.3. Excused circumstances:
15.1.3.1. Illness (documented with a medical report).
15.1.3.2. Business travel (documented with written approval).
15.1.3.3. Family emergencies.
15.1.3.4. Other valid excuses accepted by the Board of Directors.
15.2. ONLINE MEETING RULES
15.2.1. All members participating in online meetings are obliged to keep their cameras on throughout the conversation.
15.2.2. Members who will speak at the meeting must submit the agenda items and speaking notes to the meeting moderator at least 24 hours before the meeting.
15.2.3. The meeting moderator is responsible for ensuring image and sound quality standards.
15.3. PARTICIPATION TRACKING SYSTEM
15.3.1. The Company maintains an attendance tracking chart that records all meeting and event participations.
15.3.2. Members who cannot attend must submit a written excuse to the moderator at least 48 hours before the meeting.
15.3.3. The situation of members who submit excuses is communicated to other participants within the framework of confidentiality rules.
15.4. DISCIPLINARY BOARD FORMATION AND POWERS
15.4.1. The Disciplinary Board consists of two members appointed by the Board of Directors for a two-year term. Disciplinary Board members cannot be Board of Directors members.
15.4.2. The Disciplinary Board’s scope of duty:
15.4.2.1. Behaviors damaging the Company’s reputation.
15.4.2.2. Actions undermining trust among members.
15.4.2.3. Violations of networking ethical rules.
15.4.2.4. Damaging Company properties or digital platforms.
15.5. DISCIPLINARY PROCESS
15.5.1. A disciplinary investigation is initiated upon a written complaint or at the request of the Board of Directors.
15.5.2. The member subject to the investigation is notified of the situation in writing and given the right to submit a written defense within 15 business days.
15.5.3. The Disciplinary Board completes the investigation within 60 days and submits its advisory decision to the Board of Directors.
15.6. POSSIBLE SANCTIONS
The Board of Directors may impose one of the following sanctions based on the recommendation of the Disciplinary Board:
15.6.1. Warning.
15.6.2. Written reprimand.
15.6.3. Suspension of membership rights for a certain period.
15.6.4. Termination of membership.
15.7. APPEAL PROCESS
15.7.1. An appeal against a membership termination decision is made in writing to the Board of Directors within 14 days from the notification of the decision.
15.7.2. The appeal is discussed at the first General Meeting. The appealing member has the right to make an oral defense at the meeting.
15.7.3. The decision of the General Meeting on the appeal is final.
15.8. GENERAL PROVISIONS
15.8.1. All disciplinary processes are conducted in accordance with the principles of natural justice.
15.8.2. No member can be expelled from membership without being given the right to defend themselves.
15.8.3. All processes specified in this article are conducted in compliance with UK data protection laws (GDPR).
15.9.NO RIGHT TO INSPECT ACCOUNTS & OTHER RECORDS
Except as provided by law or authorised by the directors or an ordinary resolution of the Company, no person is entitled to inspect any of the Company’s accounting or other records or documents merely by virtue of being a member.
PROFESSIONAL ADVISORY COMMITTEES AND EXPERTISE GROUPS
16.1. ESTABLISHMENT OF COMMITTEES
16.1.1. The Board of Directors establishes the following standing Professional Committees in line with the Company’s fields of activity and member needs:
16.1.1.1. Legal Committee.
16.1.1.2. Finance and Treasury Committee.
16.1.1.3. Technology (IT) Committee.
16.1.1.4. Digital Marketing Committee.
16.1.1.5. Logistics Committee.
16.1.1.6. Real Estate and Construction Committee.
16.1.2. The Board of Directors may establish new advisory committees or dissolve existing ones as needed.
16.2. PURPOSE AND FUNCTION OF COMMITTEES
16.2.1. Professional Advisory Committees, in their respective fields of expertise:
16.2.1.1. Provide sectoral guidance and support to members.
16.2.1.2. Design networking events and training programs.
16.2.1.3. Share information on sectoral trends and legislative changes.
16.2.1.4. Provide consultancy to the Board of Directors on technical matters.
16.2.2. Committees work to increase the quality and effectiveness of the Company’s networking activities.
16.3. COMMITTEE MEMBERSHIP AND STRUCTURE
16.3.1. Each committee consists of at least 3 members experienced in the relevant professional field.
16.3.2. Committee members are selected on a voluntary basis from among the Company members.
16.3.3. Each committee elects a chairperson and a rapporteur from among its members.
16.3.4. Committee chairpersons are natural advisors to the Board of Directors.
16.4. COMMITTEE WORKING PROCEDURES
16.4.1. Each committee meets at least four times a year.
16.4.2. Meetings may be held face-to-face or online.
16.4.3. Committees submit their work plans and budget needs to the Board of Directors.
16.4.4. Each committee reports to the Board of Directors monthly on its activities.
16.5. AUTHORITY AND LIMITATIONS
16.5.1. The authority of Advisory Committees is limited to:
16.5.1.1. Making recommendations and suggestions.
16.5.1.2. Organizing information and experience sharing.
16.5.1.3. Designing training and networking events.
16.5.2. Committees do not have authority in the following matters:
16.5.2.1. Making binding commitments on behalf of the Company.
16.5.2.2. Determining Company policies.
16.5.2.3. Conducting financial transactions or approving budgets.
16.6. NETWORKING AND MEMBER PARTICIPATION
16.6.1. Committees are obliged to create opportunities for professional networking and cooperation among members.
16.6.2. Each committee organises at least two networking events per year.
16.6.3. Participation of all members in committee work is encouraged.
FINANCIAL RECORDS, REPORTING, AND AUDIT
17.1. MAINTENANCE OF FINANCIAL RECORDS
The Company will maintain accurate and up-to-date financial records as required by the Companies Act 2006. These records will show:
17.1.1. All income and expenses of the Company.
17.1.2. The Company’s assets and liabilities.
17.1.3. All trading transactions.
17.1.4. Cash flow and changes in equity.
17.2. FINANCIAL TRANSPARENCY AND MEMBER REVIEW RIGHTS
17.2.1. Approved annual financial reports will be presented to members at each Annual General Meeting and will be open for member review.
17.2.2. Members have the right to ask questions and request explanations about the financial reports at the Annual General Meeting.
17.3. DETAILED RECORD REVIEW RESTRICTION
17.3.1. Except for circumstances envisaged in the Companies Act 2006, no member or director may personally review the Company’s original accounting records, books, or internal correspondence.
17.3.2. In case of doubt or dispute regarding financial records, an independent auditor or an independent expert appointed by the Board of Directors may conduct a review.
17.4. FINANCIAL YEAR
The Company’s financial year will commence on January 1st and end on December 31st.
INDEMNITY AND INSURANCE OF DIRECTORS AND OFFICERS
18.1. INDEMNITY UNDERTAKING
18.1.1. Subject to the legal limitations set out in internal regulations, each Relevant Officer shall be indemnified by the Company against all loss, damage, expense, cost, tax, penalty, and any form of financial liability (including but not limited to legal fees, court costs, and other defense costs of legal actions) incurred or to be incurred by him/her due to any of the following circumstances.
18.1.2. This right to indemnity does not prejudice any rights of the Relevant Officer arising from any other contract or legal provision (including Sections 232-239 of the Companies Act 2006).
18.2. SCOPE OF INDEMNITY
18.2.1.Indemnity shall be provided for liabilities arising from any of the following circumstances:
(a) Any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the Company or a subsidiary;
(b) Any liability incurred by that director in connection with the activities of the Company or a subsidiary as trustee of an occupational pension scheme;
(c) Any other liability incurred by that director as a director of the Company or a subsidiary.
18.2.2. Indemnification under this clause shall only be available if:
(a) The proceedings or investigation are concluded favourably, or
(b) The director is acquitted, or
(c) The outcome of the proceedings has resulted in no finding or admission of fault or breach of duty on the part of the director, or
(d) The director is exempted by a court from liability arising from negligence, default, breach of duty or breach of trust in relation to the director’s duties.
18.2.3. This clause does not authorise any indemnification prohibited or invalidated by the Companies Acts or any other legal provision.
18.3. SPECIAL PROVISIONS REGARDING NETWORKING ACTIVITIES
The indemnity provided under this Article shall also apply to claims arising from or in connection with the following situations during or related to the networking activities of the Relevant Officers:
18.3.1. Business negotiations, commercial agreements, or cooperation initiatives among members.
18.3.2. Presentations, advice, or shared information at networking events, seminars, or meetings.
18.3.3. Claims of breach of confidentiality of member information.
18.3.4. The Relevant Officer’s mediation or guidance activities in commercial disputes arising among members.
18.4. EXPENSE ADVANCE
18.4.1. The Company may pay an advance to any Relevant Officer to cover reasonable expenses (including legal fees, expert witness fees, court fees, and other defense costs) incurred or to be incurred by him/her in any lawsuit, investigation, or application specified in Article 48.2(c).
18.4.2. A request for an expense advance must be submitted in writing by the Relevant Officer to the Board of Directors, demonstrating that the requested expenses are reasonable.
18.5. LEGAL LIMITATIONS
18.5.1. The indemnity or expense advance provided under this Article does not cover or authorise any payment prohibited or invalidated by any legal provision, including the Companies Act 2006.
18.5.2. Specifically, indemnity shall not be provided in the following cases:
18.5.2.1. Lawsuits where the Relevant Officer is convicted of a criminal offense.
18.5.2.2. Cases where the Relevant Officer is found to have failed in his/her duties towards the Company or subsidiary company and this failure is found to be intentional, negligent, or grossly reckless.
18.5.2.3. Lawsuits where the Relevant Officer is the party initiating the case against the Company or opposing his/her own position.
18.5.2.4. Situations where the Relevant Officer engages in any illegal activity or obtains illegal gain.
18.6. IMPLEMENTATION PROTOCOL
18.6.1. Indemnity claims are submitted in writing by the Relevant Officer to the Board of Directors, clearly stating the basis for the claimed indemnity.
18.6.2. The Board of Directors may establish a committee to evaluate claims for indemnity or expense advances and to authorise payments under this Article.
18.6.3. The Company maintains appropriate accounting records for indemnity payments and expense advances and keeps these records open for audit.
18.7. INSURANCE
18.7.1. The Company shall purchase and maintain an appropriate Directors’ and Officers’ Liability (D&O) insurance policy for the benefit of the Relevant Officers for any Relevant Loss.
18.7.2. The scope and limits of the insurance coverage shall be reviewed by the Board of Directors at least annually and updated in line with the Company’s needs.
18.7.3. The Company shall ensure the timely payment of insurance premiums and the uninterrupted continuation of insurance coverage.
AMENDMENT OF ARTICLES
19.1. AMENDMENT AUTHORITY
The Company may amend the provisions of these Articles of Association or adopt completely new Articles of Association by a special resolution passed at a General Meeting, in compliance with the procedures required by the Companies Act 2006.
19.2. AGENDA ITEM
A proposal to amend the Articles of Association must be specified as an agenda item in the General Meeting notice. Subject to a written request by at least one-tenth of the members present and entitled to vote at the meeting, the amendment proposal may also be added later as an ordinary agenda item.
19.3. QUORUM
The quorum for a General Meeting at which amendments to the Articles of Association will be discussed shall be members present in person or by proxy representing at least one-third (1/3) of the total voting rights.
19.4. REQUIRED MAJORITY
For an amendment to the Articles of Association to be made, the proposal must be accepted by at least a three-quarters (75%) majority of the members present and voting at the meeting. This rule is the legal standard for a special resolution under the Companies Act 2006.
WINDING UP
20.1. MEMBERS’ VOLUNTARY WINDING UP
20.1.1. The Company may be wound up by a special resolution passed by the members. The decision to wind up the Company must be taken by at least a 75% majority of the members entitled to vote at a General or Extraordinary General Meeting.
20.1.2. For such a meeting to be valid, before any voting takes place, the members present in person or by proxy must represent at least 75% of the total voting rights (or a lower rate determined by the company itself) (quorum). If the quorum is not met within thirty minutes from the scheduled start time of the meeting, the meeting is adjourned to the same day of the following week, at the same time and place. At this adjourned meeting, the members present constitute the quorum.
20.1.3. Following the decision to wind up, the Board of Directors shall appoint one or more Liquidators to wind up the Company’s affairs and distribute its assets. The remuneration of the Liquidators shall be determined by the Company’s General Meeting.
20.2. APPLICATION OF SURPLUS ASSETS
20.2.1. If, upon the winding up or dissolution of the Company, any movable or immovable property remains after all debts and liabilities have been paid, these assets shall not be paid to or distributed among the Company members.
20.2.2. Instead, the said assets shall be transferred or donated to one or more organizations or charities determined by a resolution passed by a simple majority at the Company’s General Meeting, possessing the following characteristics:
20.2.2.A. Whose objectives are similar to the Company’s objectives; and.
20.2.2.B. Which prohibit the distribution of their income and assets among their members at least to the same extent as is imposed on the Company by these Articles of Association.
20.3. WINDING UP IN INSOLVENCY
The Company may also be wound up by a court order upon the request of its creditors or due to inability to pay its debts (insolvency). In this case, the winding up shall be conducted in accordance with English laws.
20.4. PROVISIONS FOR EMPLOYEES ON CESSATION OF BUSINESS
The Board of Directors may decide to introduce any provision for the benefit of the employees or former employees of the Company or any subsidiary (excluding a director or former director) in connection with the cessation or transfer of the whole or part of the business of the Company or the relevant subsidiary. Such provisions may include the establishment of a trust for a staff member, contracting with a company for the establishment of such a trust, and providing other benefits as the Board of Directors deems appropriate.
NOTICES AND COMMUNICATIONS
21.1. SCOPE AND METHOD
Subject to the provisions of the Articles of Association, any notice, communication, document, or information to be given by the Company or to the Company may be given or provided by one of the following methods permitted by the Companies Act 2006:
21.1.1. By personal delivery.
21.1.2. By post (registered or recorded delivery is recommended).
21.1.3. By electronic mail (e-mail) or other electronic communication tools.
21.1.4. Via the Company’s official website.
21.2. TIME OF DEEMED RECEIPT OF NOTICE
A notice or document shall be deemed to have been “duly served” at the times specified below:
21.2.1. Personal Delivery: At the moment the document is delivered to or left at the recipient’s registered address.
21.2.2. By Post: If the envelope is sent by first-class post within the United Kingdom, 2 business days after being posted.
21.2.3. By E-Mail: When a delivery confirmation is received that it has successfully left the sender’s email system; in the absence of such confirmation, 48 hours after being sent. Failure to reach the recipient’s email system does not prevent it from being considered a valid notice.
21.2.4. Via Website: On the date the document is published on the website and also on the date a notification regarding this publication is made to the recipient pursuant to clauses 43.2(a), (b), or (c).
21.2.5. A business day is defined as a day that is not an official holiday in the United Kingdom.
LIABILITY OF MEMBERS
The liability of each member is limited to £1.00, being the amount that each member undertakes to contribute to the assets of the Company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for:
(a) payment of the Company’s debts and liabilities contracted before he ceases to be a member,
(b) payment of the costs, charges and expenses of winding up, and
(c) adjustment of the rights of the contributories among themselves.
