Appendix 2

Memorandum and
Articles of Association

Forest of Avon Trust

Company number:

Date of incorporation: 2007

The Companies Act 1985

Company limited by guarantee and

Not having a share capital

Memorandum of Association

of

Forest of Avon Trust

1. Company name

The Company's name is Forest of Avon Trust ("the Company").

2. Registered office

The Company's registered office is to be situated in England and Wales.

3. Objects

3.1 The objects of the Company are to promote for the economic and social benefit of the public any charitable purpose within the Forest of Avon (as defined in clause 3.2 of this Memorandum) connected with the conservation, protection and improvement of the physical and natural environment, in particular:

a) providing, conserving, protecting and improving woodlands;

b) sustaining and improving the rural economy through the promotion of timber and woodland products, agri-environment schemes, leisure and tourism and co-operative working;

c) maintaining, improving and providing recreation and leisure opportunities in woodlands and the wider physical and natural environment;

d) delivering education, training, volunteering and other activities, including the arts, which engage the public in conserving, protecting, improving, using and understanding woodlands and the wider physical and natural environment;

e) promoting sustainable development, advising on, applying and extending best practice;

f) delivering projects that provide a positive response to climate change, including those which link rural and urban areas;

g) improving derelict land and harmful sites;

3.2 For the purposes of clause 3 the phrase "sustainable development" shall mean economic growth and development that meets the needs of the present without compromising the ability of future generations to meet their own needs and in applying this definition regard shall be had to the following factors namely, to social progress which recognises the needs of everyone; effective protection of the environment and the prudent use of natural resources.

(together "the Objects").

3.3 The "Forest of Avon" shall mean that area designated under the national "Forests for the Community" programme and subsequently amended by the four West of England Unitary Authorities to include the whole of the West of England Sub region (formerly Avon), excluding the Cotswolds and Mendip Hills Areas of Outstanding Natural Beauty, provided always that the Company may carry out activities in other areas which are beneficial to its activities in the Forest of Avon and also activities reasonably adjacent to the Forest of Avon boundary so defined.

3.4 In the pursuit of the Objects the Company shall endeavour to engage the participation of all sectors of the community in its activities.

4. Powers

4.1 In addition to any other powers it may have, the Charity has the following powers in order to further the Objects (but not for any other purpose):

(a) to raise funds. In doing so, the Charity must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations;

(b) to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;

(c) to sell, lease or otherwise dispose of all or any part of the property belonging to the Charity. In exercising this power, the Charity must comply as appropriate with sections 36 and 37 of the Charities Act 1993;

(d) to borrow money and to charge the whole or any part of the property belonging to the Charity as security for repayment of the money borrowed. The Charity must comply as appropriate with sections 38 and 39 of the Charities Act 1993 if it wishes to mortgage land;

(e) to co-operate with other Charities, voluntary bodies and statutory authorities and to exchange information and advice with them;

(f) to establish or support any charitable trusts, associations or Institutions formed for any of the charitable purposes included in the Objects;

(g) to acquire, merge with or to enter into any partnership or joint venture arrangement with any other Charity formed for any of the Objects;

(h) to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;

(j) to employ and remunerate such staff as are necessary for carrying out the work of the Charity. The Charity may employ or remunerate a Director only to the extent it is permitted to do so by clause 5 and provided it complies with the conditions in that Clause;

(k) to:

(i) deposit or invest funds;

(ii) employ a professional fund-manager; and

(iii) arrange for the investments or other property of the Charity to be held in the name of a nominee;

in the same manner and subject to the same conditions as the Trustees of a trust are permitted to do by the Trustee Act 2000;

(l) to provide indemnity insurance for the Directors or any other officer of the Charity in relation to any such liability as is mentioned in clause 4.2 of this clause, but subject to the restrictions specified in clause 4.3 of the clause;

(m) To pay out of the funds of the Charity the costs of forming and registering the Charity both as a company and as a Charity;

(n) To pay grants to any person engaged in activities which are in sympathy with the Objects of the Charity.

(o) To do all such other lawful things as are necessary for the achievement of the Objects;

4.2 The liabilities referred to in clause 4.1(l) are:

(a) any liability that by virtue of any rule of law would otherwise attach to a director of a company in respect of any negligence, default breach of duty or breach of trust of which he or she maybe guilty in relation to the Charity;

(b) the liability to make a contribution to the Charity's assets as specified in section 214 of the Insolvency Act 1986 (wrongful trading).

4.3 (a) the following liabilities are excluded from clause 4.2(a):

(i) fines;

(ii) costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud, dishonesty or willful or reckless misconduct of the Director or other officer;

(iii) liabilities to the Charity that result from conduct that the director or other officer knew or must be assumed to have known was not in the best interests of the Charity or about which the person concerned did not care whether it was in the best interests of the Charity or not.

(b) There is excluded from clause 4.2(b) any liability to make such a contribution where the basis of the Director's liability is his or her knowledge prior to the insolvent liquidation of the Charity (or reckless failure to acquire that knowledge) that there was no reasonable prospect that the Charity would avoid going into insolvent liquidation.

5. Application of Income etc

5.1 the income and property of the Charity shall be applied solely towards the promotion of the Objects.

5.2 (a) a Director is entitled to be reimbursed from the property of the Charity or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the charity.

(b) subject to the restrictions in clauses 4.2 and 4.3, a Director may benefit from Trustee indemnity insurance cover purchased at the Charity's expense.

(c) a Director may receive an indemnity from the charity in the circumstances specified in Article 74.

5.3 None of the income or property of the Charity may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the Charity. This does not prevent a member who is not also a Director receiving:

(a) a benefit from the charity in the capacity of a beneficiary of the Charity;

(b) reasonable and proper remuneration for any goods or services supplied to the Charity.

5.4 No Director may:

(a) buy any goods or services from the Charity;

(b) sell goods, services, or any interest in land to the Charity;

(c) be employed by, or receive any remuneration from the Charity;

(d) receive any other financial benefit from the Charity; unless:

(i) the payment is permitted by clause 5.5 and the Directors follow the procedure and observe the conditions set out in clause 5.6; or

(ii) the Directors obtain the prior written approval of the Commission and fully comply with any procedures it prescribes.

5.5 (a) A Director may receive a benefit from the Charity in the capacity of a beneficiary of the Charity.

(b) A Director may be employed by the Charity or enter into a contract for the supply of goods or services to the Charity, other than for acting as a Director.

(c) A Director may receive interest on money lent to the Charity at a reasonable and proper rate not exceeding 2% per annum below the base rate of a clearing bank to be selected by the Directors.

(d) A company of which a Director is a member may receive fees remuneration or other benefit in money or money's worth provided that the shares of the company are listed on a recognised stock exchange and the Director holds no more than 1% of the issued capital of that company.

(e) A Director may receive rent for premises let by the Director to the Charity if the amount of the rent and the other terms of the lease are reasonable and proper.

5.6 (a) The Charity and its Directors may only rely upon the authority provided by clause 5.5 if each of the following conditions is satisfied:

(i) the remuneration or other sums paid to the Director do not exceed an amount that is reasonable in all the circumstances.

(ii) the Director is absent from the part of any meeting at which there is discussion of:

· his or her employment or remuneration, or any matter concerning the contract; or

· his or her performance in the employment, or his or her performance of the contract; or

· any proposal to enter into any other contract or arrangement with him or her or to confer any benefit upon him or her that would be permitted under clause 5.5; or

· any other matter relating to a payment or the conferring of any benefit permitted by clause 5.5.

(iii) the Director does not vote on any such matter and is not to be counted when calculating whether a quorum of Directors is present at the meeting.

(iv) the other Directors are satisfied that it is in the interests of the Charity to employ or to contract with that Director rather than with someone who is not a Director. In reaching that decision the Directors must balance the advantage of employing a Director against that disadvantages of doing so (especially the loss of the Director's services as a result of dealing with the Director's conflict of interest).

(v) the reason for their decision is recorded by the Directors in the minute book.

(vi) a majority of the Directors then in office have received no such payments of the issued capital.

5.7. In clauses 5.2 to 5.6:

(a) "Charity" shall include any company in which the Charity:

(i) holds more than 50% of the shares; or

(ii) controls more than 50% of the voting rights attached to the shares; or

(iii) has the right to appoint one or more directors to the Board of the company;

(b) "Director" shall include any child, parent, grandchild, grandparent, brother, sister or spouse of the Director or any person living with the Director as his or her partner.

6. The liability of the members is limited.

7. Every member promises, if the Charity is dissolved while he or she is member or within twelve months after he or she ceases to be a member, to contribute such sum (not exceeding £10) as may be demanded of him or her towards the payment of the debts and liabilities of the Charity incurred before he or she ceases to be a member, and of the costs charges and expenses of winding up, and the adjustment of the rights of the contributories among themselves.

8. The members of the Charity may at any time before, and in expectation of, its dissolution resolve that any net assets of the Charity after all its debts and liabilities have been paid, or provision has been made for them, shall on or before the dissolution of the Charity be applied or transferred in any of the following ways:

(a) directly for the Objects; or

(b) by transfer to any Charity or Charities for purposes similar to the Objects; or

(c) to any Charity for use for particular purposes that fall within the Objects;

Subject to any such resolution of the members of the Charity, the Directors of the Charity may at any time before and in expectation of its dissolution resolve that any net assets of the Charity after all its debts and liabilities have been paid, or provision made for them, shall on dissolution of the Charity be applied or transferred:

(a) directly for the Objects; or

(b) by transfer to any Charity or Charities for purposes similar to the Objects; or

(c) to any Charity or Charities for use for particular purposes that fall within the Objects.

In no circumstances shall the net assets of the Charity be paid to or distribute among the members of the Charity (except to a member that is itself a Charity) and if no such resolution is passed by the members or the Directors the net assets of the Charity shall be applied for charitable purposes as directed by the court or the Commission.

We, the subscribers to this memorandum of association, wish to be formed into a company pursuant to this memorandum.

Names and addresses of subscribers

Dated 2007

Witness to the above signatures:

Signature of witness:

Name:

Address:

Occupation:

The Companies Act 1985

____________________________________

Company limited by guarantee
and not having a share capital

____________________________________

Articles of association

of

Forest of Avon Trust

Preliminary

1. Regulations not to apply

No regulations for management of a company set out in any statute concerning companies or contained in any regulations or instrument made pursuant to a statute shall apply to the Company. The following shall be the articles of association of the Company.

2. Interpretation

2.1 In these Articles, unless the context otherwise requires, the following expressions shall have the following meanings:

"Act"	the Companies Act 1985;
"These Articles"	these articles of association as altered or varied from time to time (and "Article" means one of these Articles);
"Auditors"	the auditors for the time being of the Company;
"Board "	the board of Directors for the time being of the Company or the Directors present at a duly convened meeting of Directors at which a quorum is present;
"Chairman"	the chairman (if any) of the Board or, where the context requires, the chairman of a general meeting of the Company;
"Clear days"	(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;
"Company"	Forest of Avon Trust
"Director"	a director for the time being of the Company;
"Execution"	any mode of execution (and "executed" shall be construed accordingly);
"Member"	a member of the Company or, where the context requires a member of the Board or of any committee;
"Indexed Linked"	increased annually by an amount equal to the percentage increase in the All Items Index of Retail Price published by the Office for National Statistics for the relevant year, the first such increase to take effect from the first anniversary of the date of adoption of these Articles;
"Office"	the registered office for the time being of the Company;
"Register"	the register of members of the Company to be kept pursuant to Section 352 of the Act;
"The Seal"	the common seal of the Company or any official seal kept by the Company by virtue of Section 40 of the Act;
"Secretary"	the secretary for the time being of the Company or any other person appointed to perform any of the duties of the secretary of the Company including (subject to the provisions of the Act) a joint assistant or deputy secretary;
"Special Majority"	in relation to a vote on a resolution of the Board, that it is approved by a majority in number of the Directors present at the Board meeting at which the resolution is proposed
"United Kingdom"	Great Britain and Northern Ireland; and
"Writing or written"	printing, typewriting, lithography, photography and any other mode or modes of representing or reproducing words in a legible and non-transitory form.

2.2 In these Articles unless the context otherwise requires:

(a) words in the singular include the plural and vice versa and words in one gender include any other gender;

(b) a reference to a statute or statutory provision includes:

(i) any subordinate legislation (as defined in Section 21(1), Interpretation Act 1978) made under it; and

(ii) any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it;

(c) a reference to a "person" includes any individual, firm, body corporate, association or partnership, government or state (whether or not having a separate legal personality); and

(d) except as set out in Article 2.1, terms defined in the Act have the meanings attributed to them by it.

2.3 The headings in the Company's memorandum of association and these Articles are inserted for convenience only and shall not affect their construction.

3. Registered office

The Office shall be at such place in England and Wales as the Board shall from time to time appoint.

4. Objects

The Company is established for the purposes expressed in the memorandum of association.

Members

5. Appointment of members

5.1 The subscribers to the Memorandum are the first members of the Company:

5.2 Membership is open to other individuals or organisations who:

(a) apply to the Charity in the form required by the Directors; and

(b) are approved by the Directors

5.3 (a) The Directors may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interest of the Charity to refuse the application.

(b) The Directors must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision.

(c) The Directors must consider any written representations the applicant may make about the decision. The Directors' decision following any written representations must be notified to the applicant in writing but shall be final.

5.4 Membership is not transferable to anyone else.

5.5 The Directors must keep a register of names and addresses of the members.

6. Board approval of members

6.1 The Board may in its absolute discretion decline to accept any person as a member and need not give reasons for so doing. The Board may from time to time prescribe criteria for membership but shall not by so doing become obliged to accept persons fulfilling those criteria as members.

6.2 (a) The Directors may establish classes of membership with different rights and obligations and shall record the rights and obligations in the register of members.

(b) The Directors may not directly or indirectly alter the rights or obligations attached to a class of membership.

(c) The rights attached to a class of membership may only be varied if:

(i) three-quarters of the members of that class consent in writing to the variation; or

(ii) a special resolution is passed at a separate general meeting of the members of that class agreeing to the variation

(d) The provisions in these articles about general meetings shall apply to any meeting relating to the variation of the rights of any class of members.

7. Unincorporated associations

If a person becomes a member as a representative of an unincorporated association or body, the name of the member, the name of the unincorporated association or body and the fact that the member is its representative shall be entered in the register of members. Subject to the Board's right to decline to accept any person as a member, the unincorporated association or body shall be able to replace the member who is its representative with another person by notice in writing to the Company without it being necessary for the outgoing member to give notice or the incoming member to complete an application form.

8. Honorary membership

The Board may admit to honorary membership such persons and subject to such rights and obligations as it shall think fit. Such honorary members shall not be members for the purposes of these Articles or the Act. The Board may not bestow upon any honorary member the right to vote on any matter.

9. Termination of membership

A member shall cease to be a member:

(a) if he resigns by notice in writing delivered to the Company at the Office in which event he shall be deemed to have resigned as a member on the service of that notice on the Company or at such later date as is specified in the notice;

(b) if any subscription or other sum payable by the member to the Company is not paid on the due date and remains unpaid 7 days after notice served on the member by the Company informing him that he will be removed from membership if it is not paid. The Board may re-admit to membership any person removed from membership on this ground on his paying such sum in respect of the sum due as the Company may determine;

(c) if he (being an individual) dies or makes any arrangement or composition with his creditors generally or (being a company) goes into liquidation otherwise than for the purpose of a bona fide reconstruction without insolvency or has an administrator or a receiver or an administrative receiver appointed over all or any part of its assets or a petition is presented or an order made or a resolution passed for its winding up; and

(d) if, at a meeting of the Board, a resolution is passed resolving that the member be expelled. Such a resolution shall not be passed unless

(i) the member has been given not less than 14 clear days' notice of the fact that the resolution is to be proposed, specifying the misconduct or circumstances alleged to justify expulsion, and

(ii) has been afforded a reasonable opportunity of being heard by or of making written representations to the Board or (in the case of any breach of these Articles) a reasonable opportunity of remedying the breach if it is capable of remedy.

(e) If such a resolution as is referred to in Article 9(d) this paragraph is passed, then the member shall forthwith cease to be a member but without prejudice to the liability of the member to pay to the Company any subscription or other sum owed by him.

10. Subscriptions and fees

The Board may in its discretion levy subscriptions and fees on all members of the Company at such rates as it shall determine and may levy subscriptions and fees at different rates on different categories of members.

11. Rights of members

Every member of the Company shall be entitled to receive a copy of the annual report and accounts of the Company and to receive notice of and to attend and vote at any general meeting of the Company.

12. Appointment of patrons etc.

The Board may appoint and remove any person or persons as a patron, president or vice president of the Company and on such terms as it shall think fit. A person so appointed shall have the right to attend and speak (but not vote) at any general meeting of the Company and to be given notice of it as if a member and shall also have the right receive accounts of the Company when available to members.

General meetings

13. Annual general meetings

Subject to the provisions of the Act, annual general meetings shall be held at such time and place as the Board may determine.

14. Extraordinary general meetings

All general meetings other than annual general meetings, shall be called extraordinary general meetings.

15. Convening of extraordinary general meeting

The Board may convene an extraordinary general meeting whenever it thinks fit. An extraordinary general meeting shall also be convened by such requisitionists as provided by Section 368 of the Act. At any meeting convened by the Board or by such requisitionists no business shall be transacted except that stated by the requisition or proposed by the Board.

16. Notice of general meetings

16.1 An annual general meeting and an extraordinary general meeting convened for the passing of a special resolution or a resolution appointing a person as a Director or (save as provided by the Act) a resolution of which special notice has been given to the Company shall be convened by not less than 21 clear days notice in writing. Other extraordinary general meetings shall be convened by not less than 14 clear days notice in writing.

16.2 Subject to the provisions of the Act and notwithstanding that it is convened by shorter notice than that specified in this Article 16, a general meeting shall be deemed to have been duly convened if it is so agreed:

(a) in the case of an annual general meeting by all the members entitled to attend and vote at the meeting; and

(b) in the case of any other meeting by a majority in number of the members having a right to attend and vote at the meeting being a majority together holding not less than 95 per cent of the total voting rights at that meeting of all the members.

16.3 Every notice convening a general meeting shall specify:

(a) whether the meeting is an annual general meeting or an extraordinary general meeting;

(b) the place, the day and the time of the meeting; and

(c) the general nature of the business to be transacted.

16.4 The notice shall be given to the members (other than any who under the provisions of these Articles are not entitled to receive notice from the Company), to the Directors and to the Auditors.

17. Omission to send notice

The accidental omission to send a notice of meeting or, in cases where it is intended that it be sent out with the notice, an instrument of proxy, to, or the non-receipt of either by, any person entitled to receive them shall not invalidate the proceedings at that meeting.

18. Special business

All business that is transacted at a general meeting shall be deemed special, except the following transactions at an annual general meeting:

(a) the receipt and consideration of the annual accounts and the reports of the Directors and the Auditors and other documents required to be attached or annexed to the accounts;

(b) the election or re-election of Directors; and

(c) the re-appointment of the Auditors retiring (unless they were last appointed otherwise than by the Company in general meeting) and the fixing of the remuneration of the Auditors or the determination of the manner in which such remuneration is to be fixed.

Proceedings at general meetings

19. Quorum

19.1 No business shall be transacted at any general meeting unless a quorum is present, but the absence of a quorum shall not preclude the choice or appointment of a chairman which shall not be treated as part of the business of the meeting.

19.2 Subject to the provisions of Article 20, 3 persons entitled to attend and to vote on the business to be transacted, each being a member present in person or a proxy for a member or a duly authorised representative of a corporation which is a member, or one third of the total number of such persons for the time being whichever is greater, shall be a quorum.

20. If quorum not present

20.1 If within 15 minutes (or such longer interval as the Chairman in his absolute discretion thinks fit) from the time appointed for the holding of a general meeting or at any time during a meeting a quorum is not present the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such time and place as the Board may determine being not less than 7 nor more than 28 days thereafter.

20.2 If at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting the members present shall be a quorum.

21. Chairman

21.1 The Chairman of the Board shall preside as Chairman at every general meeting of the Company.

21.2 If there be no such Chairman or if at any meeting he shall not be present within 15 minutes after the time appointed for holding the meeting or shall be unwilling to act as Chairman, the Directors present shall choose one of their number to act as Chairman of the meeting. Failing which the members present are entitled to vote must choose of their members to Chair the meeting.

22. Directors, Auditors and members of the public may attend

22.1 A Director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting of the Company.

22.2 An Auditor shall be entitled to attend any general meeting and to be heard at any general meeting on any part of the business of the meeting which concerns him as Auditor.

22.3 Members of the public may attend any general meeting (save for any part of the business of the meeting which the Board has specified as confidential) but shall not be entitled to be heard unless the Chairman so consents.

23. Power to adjourn

23.1 The Chairman of the general meeting may, with the consent of a meeting at which a quorum is present and shall, if so directed by the meeting, adjourn any meeting from time to time and from place to place as he shall determine.

23.2 Without prejudice to any other power which he may have under these Articles or at common law, the Chairman may, without the need for the consent of the meeting, interrupt or adjourn any meeting from time to time and from place to place if he is of the opinion that it has become necessary to do so in order to secure the proper and orderly conduct of the meeting, to give all persons entitled to do so a reasonable opportunity of speaking and voting at the meeting or to ensure that the business of the meeting is properly disposed of.

24. Notice of adjourned meeting

24.1 When a meeting is adjourned for 14 days or more or indefinitely, 7 clear days' notice at the least, specifying the place, the day and time of the adjourned meeting and the general nature of the business to be transacted, shall be given in the same manner as in the case of an original meeting.

24.2 Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting.

25. Business of adjourned meeting

No business shall be transacted at any adjourned meeting other than the business which might properly have been transacted at the meeting from which the adjournment took place.

Voting

26. Method of voting

At any general meeting a resolution put to a vote of the meeting shall be decided on a show of hands unless (before or immediately after the declaration of the result of the show of hands) a poll is duly demanded subject to the provisions of the Act, a poll may be demanded by:

(a) the Chairman of the meeting; or

(b) by at least 2 members present in person or by proxy having the right to vote at the meeting; or

(c) a member or members present in person or by proxy representing not less than one tenth of the voting rights of all the members having the right to vote at the meeting;

and a demand for a poll by a person as proxy for a member shall be as valid as if the demand were made by the member himself.

27. Chairman's declaration conclusive on show of hands

Unless a poll is duly demanded a declaration by the Chairman of the meeting that a resolution has on a show of hands been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive and an entry to that effect in the book containing the minutes of proceedings of the Company shall be conclusive evidence of it without proof of the number or proportion of the votes recorded in favour of or against such resolution.

28. Objection to error in voting

28.1 No objection shall be raised to the qualification of any voter or to the counting of or failure to count any vote except at the meeting or adjourned meeting at which the vote objected to is given or tendered or at which the error occurs.

28.2 Any objection or error shall be referred to the Chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the Chairman decides that the same is of sufficient magnitude to vitiate the resolution or may otherwise have affected the decision of the meeting.

28.2 The decision of the Chairman on such matters shall be final and conclusive.

29. Procedure on a poll

29.1 A poll duly demanded on the election of a Chairman of a meeting or on any question of adjournment shall be taken forthwith.

29.2 A poll duly demanded on any other matter shall be taken in such manner (including the use of ballot or voting papers or tickets) and at such time and place (not being more than 30 days from the date of the meeting or adjourned meeting at which the poll as demanded) as the Chairman shall direct.

29.3 The Chairman may, and if so directed by the meeting shall, appoint scrutineers who need not be members and may adjourn the meeting to some place and time fixed by him for the purpose of declaring the result of the poll.

29.4 No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least 7 clear days' notice shall be given specifying the time and place at which the poll is to be taken. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

29.5 The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which a poll has been demanded. If a poll is demanded before the declaration of the result on a show of hands and the demand is duly withdrawn the meeting shall continue as if the demand had not been made.

29.6 The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the Chairman. A demand so withdrawn shall validate the result of a show of hands declared before the demand was made. If a demand is withdrawn, the persons entitled in accordance with Article 26 may demand a poll.

29.7 On a poll votes may be given in person or by proxy or (in the case of a corporate member) by a duly authorised representative.

30. Votes of members

30.1 Subject to the provisions of the Act and to any suspension of voting rights pursuant to these Articles, at any general meeting every member who (being an individual) is present in person or (being a corporation) is present by a duly authorised representative, not being himself a member entitled to vote shall on a show of hands have one vote and on a poll every member present in person or by proxy or (being a corporation) by a duly authorised representative shall have one vote.

30.2 If two or more persons are joint members, then in voting on any question the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the Register.

30.3 (a) Where in England or elsewhere a receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Board may in its absolute discretion on or subject to production of such evidence of the appointment as the Board may require, permit such receiver or curator bonis or other person authorised by a court or official, to vote in person or, on a poll, by proxy on behalf of such member at any general meeting.

(b) Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be deposited at the Office or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.

31. Casting vote

In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll was demanded shall be entitled to a second or casting vote.

32. Restriction on voting rights

No member shall, unless the Board otherwise determines, be entitled to vote at a general meeting either in person or by proxy or to exercise any right as a member unless all sums presently payable by him to the Company have been paid to the Company.

33. Voting by proxy

Any person (whether a member of the Company or not) may be appointed to act as a proxy. Deposit of an instrument of proxy shall not preclude a member from attending and voting in person at the meeting in respect of which the proxy is appointed or at any adjournment thereof.

34. Form of proxy

An instrument appointing a proxy shall:

(a) be in writing in any common form or in such other form as the Board may approve under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, under its common seal or under the hand of some officer or attorney duly authorised in that behalf;

(b) be deemed (subject to any contrary direction contained in the same) to confer authority to demand or join in demanding a poll and to vote on any resolution or amendment of a resolution put to the meeting for which it is given, as the proxy thinks fit, but shall not confer any further right to speak at the meeting except with the permission of the Chairman;

(c) unless the contrary is stated in it be valid as well for any adjournment of the meeting as for the meeting to which it relates; and

(d) where it is stated to apply to more than one meeting, be valid for all such meetings as well as for any adjournment of any such meetings.

35. Deposit of proxy

The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a copy of such authority certified notarially or in some other way approved by the Board shall:

(a) be deposited at the Office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting not less than 48 hours before the time of the holding of the meeting or adjourned meeting at which the person named in the instrument proposes to vote;

(b) in the case of a poll taken more than 48 hours after it is demanded be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or

(c) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the Chairman of the meeting;

and an instrument of proxy not deposited or delivered in a manner so permitted shall be invalid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date named in it as the date of its execution except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within 12 months from such date.

36. Revocation of proxy

A vote given or poll demanded in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or mental disorder of the principal or the revocation of the instrument of proxy or of the authority under which the instrument of proxy was executed unless notice in writing of such death, mental disorder or revocation shall have been received by the Company at the Office, or at such other place as has been appointed for the deposit of instruments of proxy, at least 48 hours before the commencement of the meeting or adjourned meeting or the taking of the poll at which the instrument of proxy is used.

37. Corporate representative

37.1 A corporation (whether or not a company within the meaning of the Act) which is a member may by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative (or as the case may be, representatives) at any meeting of the Company.

37.2 Any person so authorised shall be entitled to exercise the same powers on behalf of the corporation (in respect of that part of the corporation's holdings to which the authority relates) as the corporation could exercise if it were an individual member.

37.3 The corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present at it and all references to attendance and voting in person shall be construed accordingly.

Appointment and retirement of Directors

38. Number of Directors

The number of Directors shall be not less than 4 nor more than 12 persons.

39. Appointment of Directors

39.1 The first Directors shall be those persons notified to Companies House as first Directors of the Company.

39.2 A Director may not appoint an alternative Director or anyone to act on his or her behalf at meetings of the Board.

39.3 The Company may by ordinary resolution:-

(a) appoint a person who is willing to act to be a Director

(b) determine the rotation in which Directors are to retire

40. Eligibility

40.1 A Director must be a natural person aged 18 or over;

40.2 No one may be appointed a Director if he/she would be disqualified under Article 44

41. Co-opted Directors

The Directors may appoint such other persons as co-opted Directors of the Board by virtue of any interest or expertise relevant to the activities of the Company provided however that the number of co-opted Directors shall not exceed two.

42. Retirement by Rotation

42.1 At every annual general meeting one third of the Directors who are subject to retirement by rotation or, if their number is not 3 or a multiple of 3, the number nearest to but not exceeding one third shall retire from office by rotation provided that if there is only one Director who is subject to retirement by rotation, he shall retire.

42.2 Subject to the provisions of the Act, the Directors to retire by rotation shall include (so far as is necessary to obtain the number required) any Director who wishes to retire and not to offer himself for re-election.

42.3 Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last appointment or re-appointment, but as between persons who became or were last re-appointed Directors on the same day those to retire (unless they otherwise agree among themselves) be determined by lot.

42.4 A Director who retires (whether by rotation or otherwise) shall be eligible for re-election and may, if willing to act, be re-appointed.

42.5 The Directors to retire on each occasion (both as to numbers and identity) shall be determined by the composition of the Directors at the date of the notice convening the annual general meeting and no Director shall be required to retire or be relieved from retiring or be retired by reason of any change in the number or identity of the Directors or the appointment of him or any of them to be a Director after the date of the notice but before the close of the meeting.

42.6 If the Company, at the meeting at which a Director retires by rotation, does not fill the vacancy created by his retirement the retiring Director shall, if willing to act, be deemed to have been re-appointed unless at the meeting it is expressly resolved not to fill the vacancy or unless a resolution for the reappointment of the Director is put to the meeting and lost or if the retiring Director has given notice in writing to the Company that he is unwilling to be re-elected or where such Director has attained any retirement age applicable to him as a Director.

42.7 The retirement of any Director retiring at a general meeting in accordance with this Article shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in the place of the retiring Director or a resolution for his re-election is put to the meeting and lost in which case the retirement shall take effect at the time of election of his replacement or the time of the losing of that resolution as the case may be.

42.8 A retiring Director who is re-elected or deemed to have been re-elected will continue in office without a break.

43. Removal by ordinary resolution

43.1 The Company may by ordinary resolution of which special notice has been given in accordance with Section 379 of the Act remove any Director before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director and, without prejudice to any claim for damages which he may have for breach of any contract of service between him and the Company, may (subject to these Articles) by ordinary resolution appoint another person who is willing to act to be a Director in his place.

43.2 Any person so appointed shall be treated, for the purposes of determining the time at which he or any other Director is to retire by rotation, as if he had become a Director on the day on which the person in whose place he is appointed was last appointed or re-appointed a Director. In default of such appointment the vacancy arising upon the removal of a Director from office may be filled as a casual vacancy.

44. Vacation of office by Director

44.1 The office of a Director shall be vacated if:

(a) he resigns by notice in writing delivered to the Secretary at the Office or tendered at a Board meeting in which event he shall vacate that office on the service of that notice on the Company or at such later time as is specified in the notice or he offers in writing to resign from his office and the Directors resolve to accept such offer;

(b) he ceases to be a Director by virtue of any provision of the Act, is removed from office pursuant to these Articles or becomes prohibited by law from being a Director or a trustee of a charity;

(c) he becomes bankrupt, has an interim receiving order made against him, makes any arrangement or compounds with his creditors generally or applies to the Court for an interim order under Section 253, Insolvency Act 1986 in connection with a voluntary arrangement under that Act;

(d) an order is made by any court of competent jurisdiction (whether in the United Kingdom or elsewhere) on the ground (howsoever formulated) of mental disorder for his detention or for the appointment of a guardian or receiver or other person to exercise powers with respect to his property or affairs or he is admitted to hospital in pursuance of an application for admission for treatment under any statute for the time being in force in the United Kingdom relating to mental disorder or, in any other territory, in pursuance of an application for admission under analogous legislation or regulations and the Board resolves that his office be vacated;

(e) he shall be absent, without the permission of the Board, from Board meetings for 6 consecutive months and the Board resolves that his office be vacated;

(f) he is requested to resign by notice in writing addressed to him at his address as shown in the register of Directors and signed by all the other Directors;

(g) he is convicted of an indictable offence and the Directors shall resolve that it is undesirable in the interests of the Company that he remains a Director of the Company; or

(h) he is removed by his appointing body pursuant to Articles 39 and 40.

44.2 A resolution of the Board declaring a Director to have vacated office under the terms of Article 44.1 shall be conclusive as to the fact and grounds of vacation stated in the resolution.

Directors' remuneration and expenses

45. Directors fees

Except to the extent permitted by clause 5 of the memorandum of association of the Company, the Directors shall not be entitled to any salary, remuneration or other benefit in money or money's worth from the Company.

46. Expenses

The directors shall be entitled to be paid all reasonable travelling, hotel and other expenses properly incurred by them in or about the performance of their duties as Directors, including any expenses incurred in attending meetings of the Board or any committee of the Board or general meetings of the Company.

Powers and duties of the Board

47. Powers of the Board

47.1 Subject to the provisions of the Act, the memorandum of association of the Company and these Articles and to any directions given by special resolution of the Company, the business of the Company shall be managed by the Board, which may exercise all the powers of the Company in fulfilment of the Company's objects.

47.2 No alteration of the memorandum of association or of these Articles and no such direction given by the Company shall invalidate any prior act of the Board which would have been valid if such alteration had not been made or such direction had not been given.

47.3 Provisions contained elsewhere in these Articles as to any specific power of the Board shall not be deemed to limit the general powers given by this Article.

48. Powers of Directors being less than minimum number

48.1 If the number of Directors is less than the minimum for the time being prescribed by these Articles the remaining Director or Directors shall act only for the purposes of appointing an additional Director or Directors to make up such minimum or of convening a general meeting of the Company for the purpose of making such appointment.

48.2 If there are no Director or Directors able or willing to act, any two members may summon a general meeting for the purpose of appointing Directors. Subject to the provisions of these Articles, any additional Director so appointed shall hold office only until the dissolution of the annual general meeting of the Company next following such appointment unless he is re-elected during such meeting.

49. Delegation to committees

49.1 The Board may delegate any of its powers, authorities and discretions for such time on such terms and subject to such conditions as it thinks fit to any committee consisting of two or more Directors and (if thought fit) one or more other persons provided that:

(a) a majority of the members of a committee shall be Directors; and

(b) no resolution of a committee shall be effective unless a majority of those present when it is passed are Directors.

49.2 The Board may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Board in that respect and may from time to time revoke, withdraw, alter or vary any of such powers and discharge any such committee in whole or in part.

49.3 Insofar as any power, authority or discretion is so delegated any reference in these Articles to the exercise by the Board of such power, authority or discretion shall be construed as if it were a reference to the exercise of such power, authority or discretion by such committee.

49.4 Subject to any terms and conditions expressly imposed by the Board, the proceedings of a committee with two or more members shall be governed by such of these Articles as regulate the proceedings of the Board so far as they are capable of applying.

50. Advisory boards

50.1 The Board may establish advisory boards comprising individuals who, in the opinion of the Board, have the relevant expertise and experience in dealing with issues affecting the Company. Any advisory board so established shall have none of the rights or powers exercisable by a committee of the Board other than a power to advise the Board on any matters which have been referred to it by the Board.

50.2 The members of the advisory board shall not, unless they are also members of the Board, have the duties and responsibilities of the Company Directors or charity trustees.

50.3 Subject to any terms and conditions expressly imposed by the Board, the proceedings of all advisory boards shall be governed by such of these Articles as regulate the proceedings of the Board so far as they are capable of applying, with any reference to 'Directors' being deemed to be a reference to 'members of the advisory board' where appropriate.

51. Signature of cheques etc

All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments, and all receipts for money paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine.

52. Exercise of voting power

The Board may exercise or cause to be exercised the voting power conferred by the shares in any other company held or owned by the Company or any power of appointment to be exercised by the Company in such manner in all respects as it thinks fit (including the exercise of the voting power or power of appointment in favour of the appointment of any Director as a director or other officer or employee of such company or in favour of the payment of remuneration to the directors, officers or employees of such company) .

53. Borrowing powers

Subject as provided in the memorandum of association of the Company, the Board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present or future) of the Company.

Proceedings of Directors and Committees

54. Board meetings

Subject to the provisions of these Articles, the Board may meet for the despatch of business, adjourn and otherwise regulate its proceedings as it thinks fit.

55. Notice of Board meetings

55.1 One Director may, and the Secretary at the request of a Director shall, call a Board meeting at any time.

55.2 Notice of a Board meeting shall be deemed to be properly given to a Director if it is given to him personally or sent in writing to him at his last known address or any other address given by him to the Company for this purpose.

55.3 A Director may waive the requirement that notice be given to him of any Board meeting either prospectively or retrospectively.

55.4 It shall not be necessary to give notice of a Board meeting to a Director who is absent from the United Kingdom unless he has requested the Board in writing that notices of Board meetings shall during his absence be given to him at any address in the United Kingdom notified to the Company for this purpose but he shall not in such event be entitled to a longer period of notice than if he had been present in the United Kingdom at that address.

56. Quorum

56.1 The quorum necessary for the transaction of business may be determined by the Board and until otherwise determined shall be 3 persons, each being a Director or two thirds (to the nearest whole number) of the total number of Directors from time to time whichever is greater.

56.2 A duly convened meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities powers and discretions for the time being vested in or exercisable by the Board.

56.3 Any Director who ceases to be a Director at a meeting of the Board may continue to be present and to act as a Director and be counted in the quorum until the termination of the meeting of the Board if no Director objects and if otherwise a quorum would not be present.

56.4 No decision may be made by a meeting of the Board unless a quorum is present at the time the decision is purported to be made.

57. Chairman of Board

57.1 The Board shall appoint any Chairman of the Board and shall determine the period for which he is to hold office and may at any time remove him from office.

57.2 If no such Chairman is elected or if at any meeting the Chairman is not present within 15 minutes of the time appointed for hold the same, the Directors present shall choose one of their number to be Chairman of such meeting.

58. Voting

Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes the Chairman of that meeting shall not have a second or casting vote.

59. Resolution in writing

59.1 A resolution in writing executed by all the Directors for the time being entitled to receive notice of a Board meeting and not being less than a quorum or by all the members of a committee of the Board for the time entitled to receive notice of such committee meeting and not being less than a quorum of that committee shall be as valid and effective for all purposes as a resolution duly passed at a meeting of the Board (or committee as the case may be).

59.2 Such a resolution may consist of several documents in the same form each executed by one or more of the Directors or members of the relevant committee, including executions evidenced by means of facsimile transmission.

59.3 For such a resolution to be effective it shall not be necessary for it to be signed by a Director who is prohibited by these Articles from voting thereon.

60. Minutes of proceedings

60.1 The Board shall cause minutes to be made in books kept for the purpose of recording:

(a) all appointments of officers and committees made by the Board; and

(b) the names of Directors present at every meeting of the Board or a committee of the Board and all orders, resolutions and proceedings of such meetings.

60.2 Any such minutes if purporting to be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting or the Secretary, shall be prima facie evidence of the matters stated in such minutes without any further proof.

61. Validity of proceedings

All acts done by a meeting of the Board or of any committee of the board or by any person acting as a Director or member of a committee shall, as regards all persons dealing in good faith with the Company (notwithstanding that it is afterwards discovered that there was some defect in the appointment of any person or persons acting as aforesaid or that they or any of them were or was disqualified from holding office or not entitled to vote or had in any way vacated their or his office or that the delegation to such committee, had been annulled, varied or revoked), be as valid as if every such person had been duly appointed, and was duly qualified and had continued to be a Director or member and had been entitled to vote or as if the delegation had continued in full force and effect.

62. Directors' interests

Except to the extent provided in clause 5 of the Company's memorandum of association, a Director may not be a party to or otherwise interested in any transaction or arrangement with the Company or in which the Company is otherwise interested, either in regard to his tenure of any office or place of profit or as vendor, purchaser or otherwise.

63. Chairman's ruling conclusive on Director's interest

63.1 If any question arises at any meeting of the Board or any committee of the Board as to the materiality of a Director's interest (other than the Chairman's interest) or as to the entitlement of any Director (other than the Chairman) to vote or be counted in a quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or being counted in the quorum such question (unless the Director concerned is the Chairman in which case Article 64 shall apply) shall before the conclusion of the meeting be referred to the Chairman of the meeting.

63.2 The Chairman's ruling in relation to the Director concerned shall be final and conclusive except in a case where the nature or extent of the interest of the Director has not been fairly disclosed.

64. Directors' resolution conclusive on Chairman's interest

If any question arises at any meeting of the Board or any committee of the Board as to the materiality of the Chairman's interest or as to the entitlement of the Chairman to vote or be counted in a quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or being counted in the quorum, such question shall before the conclusion of the meeting be decided by resolution of the Directors or committee members present at the meeting (excluding the Chairman) whose majority vote shall be final and conclusive except in a case where the nature or extent of the interest of the Director has not been fairly disclosed.

The Seal

65. Application of Seal

65.1 The Seal shall be used only by the authority of a resolution of the Board or of a committee of the Board so authorised.

65.2 The Board may determine whether any instrument to which the Seal is affixed shall be signed and if it is to be signed who shall sign it.

65.3 Unless otherwise so determined every other instrument to which the Seal is affixed shall be signed by a Director and the Secretary or by two Directors or by any other person appointed by the Board for the purpose.

66. Deed without sealing

66.1 A document signed by a Director and by the Secretary or by two Directors and expressed (in whatever form of words) to be executed by the Company as a deed shall have the same effect as if it were executed under the Seal, provided that no instrument shall be so signed which makes it clear on its face that it is intended by the person or persons making it to have effect not as a deed without the authority of a resolution of the Board or of a committee of the Board authorised in that behalf.

66.2 An instrument or document which is executed by the Company as a deed shall not be deemed to be delivered by the Company solely as a result of it having been executed by the Company.

Secretary

67. The Secretary

67.1 Subject to the provisions of the Act, the Board shall appoint a Secretary or joint Secretaries at such remuneration and on such terms and conditions as it thinks fit and any Secretary so appointed may be removed by them but without prejudice to any claim for damages for breach of any contract of services between him and the Company.

67.2 No person shall be appointed to hold the salaried position of Secretary who is a Director or a corporation in which a Director is interested.

Accounts

68. Accounting records

The Board shall cause accounting records to be kept in accordance with the Act and shall keep such other books and registers as are necessary to comply with the Act.

69. Inspection of records

69.1 The accounting records shall be kept at the Office or (subject to the Act) at such other place in United Kingdom as the Board thinks fit.

69.2 No member (other than a Director) shall have any right to inspect any accounting record or other document of the Company unless he is authorised to do so by statute, by order of the Court, by the Board or by ordinary resolution of the Company.

69.3 These records shall always be open for inspection by officers of the Company.

70. Accounts to be sent to members

70.1 A printed copy of the Directors' and Auditors reports accompanied by printed copies of the annual accounts (including every document required by law to be comprised in them or annexed or attached to them) shall not less than 21 clear days before the meeting before which they are to be laid, be delivered or sent by post to every member of the Company and to the Auditors and to every other person who is entitled to receive notice of general meetings.

70.2 However, this Article shall not require a copy of those documents to be sent to any person who under the provisions of these Articles is not entitled to receive notices from the Company or of whose address the Company is unaware.

70.3 Any member to whom such documents are sent shall be entitled to receive a further copy, free of charge, on application at the Office.

Notices

71. Notice to be in writing

Any notice to be given to or by any person pursuant to these Articles shall be in writing except that a notice convening a Board meeting need not be in writing.

72. Service of notice on members

72.1 The Company may give any notice or document to a member, either personally or by sending it by post or other delivery service in a prepaid envelope addressed to the member at his registered address or by leaving it at that address.

72.2 In the case of joint members all notices or documents shall be given to the joint holder whose name stands first in the Register in respect of the joint membership. Notice so given shall be sufficient notice to all the joint members.

72.3 Where a member (or in the case of joint members the person first named in the Register) has a registered address outside the United Kingdom but has notified the Company of an address within the United Kingdom at which notices or other documents may be given to him, he shall be entitled to have notices given to him at that address, but otherwise no such member shall be entitled to receive any notice or document from the Company.

72.4 If on 3 consecutive occasions notices or other documents have been sent through the post to any member at his registered address or his address for the service of notices but have been returned undelivered, such member shall not thereafter be entitled to receive notices or other documents from the Company until he shall have communicated with the Company and supplied in writing a new registered address or address within the United Kingdom for the service of notices.

72.5 Any notice to be given to a member may be given by reference to the Register as it stands at any time within the period of 15 days before the notice is given and no change in the Register after that time shall invalidate the giving of the notice.

73. Evidence of service

73.1 Any member present, in person or by proxy at any meeting of the Company shall be deemed to have received due notice of such meeting, and, where requisite, of the purposes for which such meeting was called.

73.2 Any notice certificate or other document, addressed to a member at his registered address or address for service in the United Kingdom shall, if sent by post be deemed to have been given at the expiration of 48 hours after the envelope was posted.

73.3 In proving such service or delivery it shall be sufficient to prove that the envelope containing the notice or document was properly addressed and put into the post as a prepaid letter.

73.4 Any notice, certificate or other document not sent by post but delivered or left at a registered address or address for service in the United Kingdom shall be deemed to have been served or delivered on the day on which it was so delivered or left.

Indemnity

74. Right to indemnity

Subject to the provisions of the Act but without prejudice to any indemnity to which he may be otherwise entitled, every Director, Secretary or other officer of the Company shall be entitled to be indemnified out of the assets of the Company against all costs, charges, losses, damages and liabilities incurred by him in the actual or purported execution or discharge of his duties or exercise of his powers or otherwise in relation to them including (without prejudice to the generality of the foregoing) any liability incurred defending any proceedings (whether civil or criminal) which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgment is given in his favour or in which he is acquitted or which are otherwise disposed of without any finding or admission of any material breach of duty on his part or in connection with any application in which relief is granted to him by any court of competent jurisdiction from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company.

75. Power to insure

Subject to the provisions of the Act and clauses 4 and 5(g) of the Company's memorandum of association, the Board may purchase and maintain insurance at the expense of the Company for the benefit of any person who is or was at any time a Director or other officer or employee of the Company indemnifying such person against any liability which may attach to him or loss or expenditure which he may incur in relation to anything done or alleged to have been done or omitted to be done as a Director, officer, employee or trustee.

76. Division of assets

The provision of clauses 7 and 8 of the Company's memorandum of association relating to the winding up or dissolution of the Company shall have effect and be observed as if the same were repeated in these Articles.

__________________________________________________________________________

Names and addresses of subscribers

___________________________________________________________________________

Dated 2007

Witness to the above signatures:

Signature of witness:

Name:

Address:

Occupation: