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Articles of Association

Dear Shareholder

Our current Memorandum & Articles were adopted in 1975, based on 1948 Companies Act.  There have been several Companies Acts since then, particularly in 2006, which mean that many of our Articles are now out of date, and in fact in many cases superseded by more recent legislation. The Articles define the governance of our company (principally defining the role of directors (the board) and shareholders (members).   Companies no longer need a Memorandum (largely a statement of objectives), so our’s is now largely a historical document relating to the original formation of the company.

Your board considers that the sensible course of action is to update our Articles to reflect current legislative practice.  Based on the advice and drafting of an external corporate lawyer, we are proposing to adopt, as much as possible, the Model Articles For Private Companies provided by legislation (Schedule 1), which documents current good practice.  

We are proposing five amendments to these Model Articles (detailed in document accessed by the right hand green button ‘Amendment to Model Articles’) which I summarise below:

  • Detailing recommended practice for directors declaring conflict of interests
  • Continuing with our current practice that directors are appointed for 3 years (and then may offer themselves for re-election by shareholders), rather than serving indefinitely as set out in the Model Articles
  • Specifying a minimum of 3 directors (Model Articles provide for a minimum of one, but we consider this inappropriate for VOCSC)
  • Providing a method to buy-back shares from deceased shareholders, and from shareholders with whom we can no longer make contact.  The bureaucratic issues involved with ‘lost shareholders’ have become increasingly burdensome (and costly) in recent years, and we need a fair mechanism to ensure it doesn’t get even worse as time moves forward. In short, in these situations your company will be able to buy back the shares from these deceased or ‘lost’ shareholders.    If no owner can be traced, the company may retain the proceeds for the benefit of your company.
  • Detailing the fee for share transfers, which is in line with our current practice.

To emphasise, none of this will fundamentally alter the way we run your business and serve our Vincent customers or change the governance arrangement that we follow, but it will ensure we stay well within current company law and simplify some historical costs and bureaucracy that we currently have to carry.  

If you have any immediate questions you would like to discuss before our General Meeting, please do contact me or any of your board directors.

Arthur Farrow, Chairman

The three buttons below will link to the relevant documents:
Whats This?
This is a summary of relevant parts of company law.
.
Whats This?
This is the standard Schedule 1 Model Articles in company law.
Whats This?
These are the detailed amendments for the VOCSC to the Model Articles ,this is the only document that we shall be voting on.

The Resolution:

In a meeting of THE VOC SPARES COMPANY LIMITED (COMPANY NUMBER 01220773) held on [                                   ] at [                                ] a special resolution was passed:

That:

  • The articles contained in Part 11 of Table A in the First Schedule to the Companies Act 1948 shall no longer apply to this company;
  • the company adopt, in the place of those articles, the articles of association already prepared, a copy of which has been initialled by the Chairman for the purpose of identification; and
  • the secretary be directed immediately to register them with the registrar of companies.

Signed …………………………………………….

Chairman of The VOC Spares Company Limited

Dated…………………………………………….

There will be a General Meeting held On 16th of December 2020 at 11am on the Zoom Platform to decide on this Special Resolution.

The meeting is open to all shareholders of the VOCSC and to join please send an email to company.secretary(at)vincentspares.co.uk quoting VOCSGM in the subject line before the 9th December 2020 if eligible you will be sent joining instructions.

The VOC Spares Company Ltd (VOC spares) trading as Vincent Spares Ltd +44(0) 1536 312 220 orders@vincentspares.co.uk Registration No.01220773