The Companies Act 2006

Community Interest Company limited by guarantee

MEMORANDUM OF ASSOCIATION

of

TWOQUARTERS TRAINING CIC

Each subscriber to this Memorandum of Association wishes to form a company under the Companies Act 2006 and agrees to become a member of the company.

Name of each subscriber Authentication by each subscriber

ADAM SIMON MARGETTS

JACOB PHILIP JONES

TONY HESFORD

Date

Companies Act 2006

Community Interest Company limited by guarantee

ARTICLES OF ASSOCIATION OF

TWOQUARTERS TRAINING CIC

.

1. Community Interest Company

1. The Company is to be a community interest company. The Company is not established for private gain: any profits or assets are to be used principally for the benefit of the community.

2. Asset Lock

1. The Company shall not transfer any of its assets other than for full consideration.

2. Provided the conditions in Article 2.3 are satisfied, Article 2.1 shall not apply to:

1. the transfer of assets to any specified asset-locked body, or (with the consent of the Regulator) to any other asset-locked body; and

2. the transfer of assets made for the benefit of the community other than by way of a transfer of assets into an asset-locked body.

3. The conditions are that the transfer of assets must comply with any restrictions on the transfer of assets for less than full consideration which may be set out elsewhere in the Memorandum and Articles of the Company.

3. Foundational Objectives

1. The Objects of the Company are to:

• Inspirit and enable direct positive actions for a changing world.

• Provide wider access to digital tools and workable applications for regenerative education.

• Utilise collaborative software, systems and services that promote free, libre and open workflows, more efficient knowledge transfer through effective communications.

• Deploy locally, distributed relearning nodes, as platforms for community-focussed, land-based remediation

2. The Objects may be amended by special resolution

3. Powers

The Company has the following powers, which may be exercised only in promoting the Objects:

1. to provide advice or information;

2. to carry out research;

3. to co-operate with other bodies;

4. to support, administer or set up other charities;

5. to accept gifts and to raise funds;

6. to borrow money;

7. to give security for loans or other obligations (but only in accordance with the restrictions imposed by law);

8. to acquire or hire property of any kind;

9. to let or dispose of property of any kind;

10. to set aside funds for special purposes or as reserves against future expenditure;

11. to deposit or invest its funds;

12. to deposit documents and physical assets with any company registered or having a place of business in England or Wales as custodian, and to pay any reasonable fee required;

13. to insure the property of the Company against any foreseeable risk and take out other insurance policies to protect the Company when required;

14. to employ paid or unpaid agents, staff or advisers;

15. to enter into contracts to provide services to or on behalf of other bodies;

16. to establish or acquire subsidiary companies;

17. to make grants or loans of money and to give guarantees;

18. to do anything else within the law which promotes or helps to promote the Objects.

4. The Directors

1. The Directors have control of the Company and its property and funds.

5.2 The subscribers to the Memorandum (being the first Members) are also the first Directors. Subsequent Directors are elected by the Members or co-opted by the Directors.

3. The Directors when complete consist of at least [number] and not more than [number] [persons who are over the age of 18, all of whom must support the Objects.

3. A Director may not act as a Director unless he/she is a Member.

3. One third (or the number nearest one third) of the Directors must retire [at each AGM] [each year], those longest in office retiring first and the choice between any of equal service being made by drawing lots. OR

[5.5] Subject to Article 5.6, a Director shall serve for no more than [three] years since the date of their first appointment.

3. A retiring Director who is eligible to be appointed under Article 5.3 may be reappointed for a further [one/two] consecutive terms of office.

3. A Director’s term of office as such automatically terminates if he/she:

(a) is prohibited from being a director by law

(b) is incapable, whether mentally or physically, of managing his/her own affairs;

(c) is absent without notice from [number] consecutive meetings of the Directors and is asked by a majority of the other Directors to resign;

(d) resigns by written notice to the Directors (but only if at least two Directors will remain in office); or

(e) is removed by the Members at a general meeting convened and held under the Companies Act.

3. The Directors may at any time co-opt any individual who is eligible under Article 3.3 as a Director to fill a vacancy in their number or (subject to the maximum number permitted by Article 3.3) as an additional Director, but a co-opted Director holds office only [until the next AGM] [for one year].

3. A technical defect in the appointment of a Director of which the Directors are unaware at the time does not invalidate decisions taken at a meeting.

6. Directors’ proceedings

1. The Directors must hold at least [number] meetings each year (or such other number as may be determined by ordinary resolution).

2. Any Director can call a Directors’ meeting by giving notice to the other Directors or authorising the Secretary (if any) to give such notice.

3. A quorum at a meeting of the Directors is at least three or [one third] of the Directors (if greater)].

4. A meeting of the Directors may be held either in person or by suitable electronic means agreed by the Directors in which all participants may communicate with all the other participants [but at least one meeting in each year must be held in person].

5. The Chair or (if the Chair is unable or unwilling to do so) some other Director chosen by the Directors present presides at each meeting.

6. Any questions arising at a Directors meeting shall be decided by a majority of votes. In all proceedings of Directors each Director cannot have more than one vote.

7. A resolution in writing agreed by all the Directors (other than any Conflicted Director who has not been authorised to vote) is as valid as a resolution passed at a meeting. For this purpose the resolution may be contained in more than one document.

8. Every Director has one vote on each issue but, in case of equality of votes, the Chair of the meeting has a second or casting vote.

9. A procedural defect of which the Directors are unaware at the time does not invalidate decisions taken at a meeting.

6. Directors’ powers

The Directors have the following powers in the administration of the Company in their capacity as Directors:

1. To appoint (and remove) any person (who may be a Director) to act as [Secretary] in accordance with the Companies Act.

2. To appoint a Chair, a Treasurer and other honorary officers from among their number.

3. To delegate any of their functions to committees consisting of two or more individuals appointed by them; the terms of reference of each committee shall be decided by the Directors. At least one member of every committee must be a Director and all proceedings of committees must be reported promptly to the Directors.

4. To make standing orders consistent with the Memorandum, the Articles and the Companies Act to govern proceedings at general meetings.

5. To make rules consistent with the Memorandum, the Articles and the Companies Act to govern their proceedings and proceedings of committees.

6. To make regulations consistent with the Memorandum, the Articles and the Companies Act to govern the administration of the Company and the use of its seal (if any).

7. To establish procedures to assist the resolution of disputes or differences within the Company.

8. To create and maintain a register of Directors’ interests which will contain inter alia any matters in which the Directors may have declared an interest under Article 6

9. To exercise any powers of the Company which are not reserved to the Members.

7. Conflicts of Interest

1. If a proposed decision of the Directors is concerned with an actual or proposed transaction or arrangement with the Company in which a Director is interested, that Director (a ‘Conflicted Director’) is not to be counted as participating in the decision-making process for voting or quorum purposes at any Directors meeting or committee meeting, unless Article 6.3 applies.

2. Subject to Clause 6.3, any Conflicted Director in relation to any matter must:

(a) declare the nature and extent of his or her interest before discussion begins on the matter;

(b) withdraw from the meeting for that item after providing any information requested by the Directors;

(c) not be counted in the quorum for that part of the meeting; and

(d) be absent during the vote and have no vote on the matter.

3. This paragraph applies when:

1. the Company by ordinary resolution disapplies the provisions of Article 6.1 which would otherwise prevent a Conflicted Director from being counted as participating in the decision-making process;

2. the Conflicted Director’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest.

4. If a question arises at a meeting of Directors or of a committee of Directors as to the right of a Conflicted Director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the Chair whose ruling in relation to any Director other than the Chair is to be final and conclusive. If the Conflicted Director is the Chair, the question is to be decided by the other Directors.

7. Records and Accounts

1. The Directors must comply with the requirements of the Companies Act as to keeping records, the audit or independent examination of accounts and the preparation and transmission to the Registrar of Companies of information required by law including:

(a) annual returns; and

(b) annual statements of account.

2. The Directors must also keep records of:

(a) all proceedings at meetings of the Directors;

(b) all resolutions in writing;

(c) all reports of committees.

3. Accounting records relating to the Company must be made available for inspection by any Director at any time during normal office hours and may be made available for inspection by Members who are not Directors if the Directors so decide.

4. A copy of the Company’s constitution and latest available statement of account must be supplied on request to any Director.

7. Membership

1. The Company must maintain a register of Members.

2. The subscribers to the Memorandum are the first members of the Company.

3. Such other persons as are admitted to membership in accordance with the Articles shall be members of the Company.

4. No person shall be admitted a member of the Company unless he or she is approved by the Directors.

5. Every person who wishes to become a member shall deliver to the company an application for membership in such form (and containing such information) as the Directors require and executed by him or her.

6. Membership is not transferable to anyone else.

7. Membership is terminated if:

1. the member dies or ceases to exist;

2. otherwise in accordance with the Articles; or

3. a Member ceases to be a Director

8. The Directors may establish different classes of Members and give recognition to one or more classes of supporters who are not Members (but who may nevertheless be termed ‘members’) and set out their respective rights and obligations.

7. General Meetings

1. Members are entitled to attend general meetings in person or by proxy (but only if the appointment of a proxy is in writing and notified to the Secretary before the commencement of the meeting).

2. General meetings are called on at least 14 and not more than 28 clear days’ written notice indicating the business to be discussed and (if a special resolution is to be proposed) at least 28 clear days’ written notice setting out the terms of the proposed special resolution.

3. There is a quorum at a general meeting if the number of Members present in person or by proxy is at least two.

4. The Chair at a general meeting is elected by the Members present in person or by proxy in personal capacity as a Member and not as proxy for another Member. Except where otherwise provided by the Articles or the Companies Act, every issue is decided by ordinary resolution.

5. Every Member present in person or by proxy has one vote on each issue.

6. A person who is not a member of the Company shall not have any right to vote at a general meeting of the Company; but this is without prejudice to any right to vote on a resolution affecting the rights attached to a class of the Company’s debentures.

7. Except where otherwise provided by the Articles or the Companies Act, a written resolution (whether an ordinary or a special resolution) is as valid as an equivalent resolution passed at a general meeting. For this purpose the written resolution may be set out in more than one document.

8. The Company must hold an AGM in every year, save that the first AGM must be held within 18 months after the Company’s incorporation.

[11.9 Members being Directors must annually form a general meeting to:

(a) receive the accounts of the Company for the previous financial year;

(b) receive a written report on the Company’s activities;

(c) be informed of the retirement of those Directors who wish to retire (or who are retiring by rotation or by expiry of their term of appointment);

(d) elect Directors to fill the vacancies arising;

(e) appoint reporting accountants or auditors for the Company;

9. Members may also from time to time confer on any individual (with his/her consent) the honorary title of Patron, President or Vice-President of the Company; and discuss and determine any issues of policy or deal with any other business put before them by the Directors.

10. A general meeting may be called by the Directors at any time and must be called within 21 days of a written request from one or more Directors (being Members), at least 10% of the Membership or (where no general meeting has been held within the last year) at least 5% of the Membership.

11. A technical defect in the appointment of a Member of which the Members are unaware at the time does not invalidate a decision taken at a general meeting or a Written Resolution.

7. Limited Liability

The liability of Members is limited.

7. Guarantee

1. Every Member promises, if the Company is dissolved while he/she remains a Member or within one year after he/she ceases to be a member, to pay up to TEN POUNDS towards:

1. payment of those debts and liabilities of the Company incurred before he/she ceased to be a Member

2. payment of the costs, charges and expenses of winding up; and

3. the adjustment of rights of contributors among themselves.

14. Communications

14.1 Notices and other documents to be served on Members or Directors under the Articles or the Companies Act may be served:

1. by hand;

2. by post;

3. by suitable electronic means; or

4. through publication in the Company’s newsletter [or on the Company’s website].

2. The only address at which a Member is entitled to receive notices sent by post is an address in the U.K. shown in the register of Members.

2. Any notice given in accordance with these Articles is to be treated for all purposes as having been received:

1. 24 hours after being sent by electronic means, [posted on the Company’s website] or delivered by hand to the relevant address;

2. two clear days after being sent by first class post to that address;

3. three clear days after being sent by second class or overseas post to that address;

4. immediately on being handed to the recipient personally;

or, if earlier,

5. as soon as the recipient acknowledges actual receipt.

2. A technical defect in service of which the Directors are unaware at the time does not invalidate decisions taken at a meeting.

14. Dissolution

2. If the Company is dissolved, the assets (if any) remaining after providing for all its liabilities must not be paid or distributed to Members but must be given or transferred in one or more of the following ways, to be determined by the Members prior to dissolution:

1. by gift or transfer to one or more other bodies established which have objects similar to the Objects and which shall prohibit the distribution of income and property among its members;

2. directly for the Objects or for purposes which are similar to the Objects.

14. Interpretation

2. The Articles are to be interpreted without reference to the model articles under the Companies Act, which do not apply to the Company.

2. In the Articles, unless the context indicates another meaning:

‘AGM’ means an annual general meeting of the Company;

‘the Articles’ means the Company’s Articles of Association and ‘Article’ refers to a particular Article;

‘Asset-Locked body’ means (i) a community interest company, a charity or a Permitted Industrial and Provident Society; or (ii) a body established outside the United Kingdom that is equivalent to any of those;

‘Chair’ means the chair of the Directors;

‘the Company’ means the company governed by the Articles;

‘clear day’ does not include the day on which notice is given or the day of the meeting or other event;

‘the Companies Act’ means the Companies Acts 1985 to 2006;

‘Conflicted Director’ means a Director in respect of whom a conflict of interest arises or may reasonably arise because the Conflicted Director is interested in an actual or proposed transaction with the Company, as defined by Article 6

‘constitution’ means the Memorandum and the Articles and any special resolutions relating to them;

‘custodian’ means a person or body who undertakes safe custody of assets or of documents or records relating to them;

‘Director’ means a director of the Company and ‘Directors’ means the directors

‘electronic means’ refers to communications addressed to specified individuals by telephone, fax or email or, in relation to meetings, by telephone conference call or video conference;

‘financial year’ means the Company’s financial year;

‘firm’ includes a limited liability partnership;

‘indemnity insurance’ means insurance against personal liability incurred by any Director for an act or omission which is or is alleged to be a breach of trust or breach of duty, unless the act or omission amounts to a criminal offence or the Director concerned knew that, or was reckless whether, the act or omission was a breach of trust or breach of duty

‘material benefit’ means a benefit, direct or indirect, which may not be financial but has a monetary value;

‘Member’ and ‘Membership’ refer to company Membership of the Company;

‘Memorandum’ means the Company‘s Memorandum of Association;

‘month’ means calendar month;

‘ordinary resolution’ means a resolution agreed by a simple majority of the Members present and voting at a general meeting or in the case of a written resolution by Members who together hold a simple majority of the voting power. Where applicable, ‘Members’ in this definition means a class of Members;

‘the Objects’ means the Objects of the Company as defined in Article 1;

‘Permitted Industrial and Provident Society’ means an industrial and provident society which has a restriction on the use of its assets in accordance with Regulation 4 of the Community Benefit Societies (Restriction on Use of Assets) Regulations 2006 or Regulation 4 of the Community Benefit Societies (Restriction on Use of Assets) Regulations (Northern Ireland) 2006;

‘Regulator’ means the Regulator of Community Interest Companies;

‘Resolution in writing’ means a written resolution of the Directors;

‘Secretary’ means the company secretary (if any);

‘special resolution’ means a resolution of which at least 14 days’ notice has been given agreed by a 75% majority of the Members present and voting at a general meeting or in the case of a written resolution by Members who together hold 75% of the voting power. Where applicable, ‘Members’ in this definition means a class of Members;

‘written’ or ‘in writing’ refers to a legible document on paper or a document sent by electronic means which is capable of being printed out on paper;

‘written resolution’ refers to an ordinary or a special resolution which is in writing;

‘year’ means calendar year.

2. Expressions not otherwise defined which are defined in the Companies Act have the same meaning.

2. References to an Act of Parliament are to that Act as amended or re-enacted from time to time and to any subordinate legislation made under it.