"Special Resolution": Amendments to the Articles of Madeleine's Fund Leaving No Stone Unturned Limited
This 24-pages document was filed on December 21, 2011 at the Companies House. Pages 1 to 11 have a similar text and the signatures of the current directors [except Edward Smethurst's signature] approving a “Special Resolution” (sic). From page 12 to 24 follow the amended articles of the “Foundation” (sic), that is, of Madeleine's Fund Leaving No Stone Unturned Limited. On January 8, 2012 the private limited company full accounts [up to March 31, 2011 - without Kate McCann's book royalties & book deals] were made available at the Companies house, the stamp on the first page indicates they were filed on December 30, 2011. Since yesterday several UK newspapers have been
Amendment to the “Amendments”: It seems almost all of the Articles listed bellow give an identical level of financial control over the fund's assets and have been present in the Company's statutes since its incorporation date on May 15, 2007. The most interesting change is the complete removal from the Fund's objects of an article that has appeared in all the Accounts(including in the latest) and Articles for the years of 2007, 2008, 2009, 2010 & 2011 - “To provide support, including financial assistance, to Madeleine's family”. Which raises at least one question: “What happened around November 29, 2011 that made the fund directors circulate an amendment to remove that article in particular?” Is it a mere case of excluding a superfluous article or could there be something else behind this modification?
Pages 1 to 11
PRIVATE COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MADELEINE'S FUND: LEAVING NO STONE UNTURNED LIMITED
(Company Number 06248215)
Circulation DatePursuant to Chapter 2 of Part 13 of the Companies Act 2006 (the "Act"), the directors of the Company propose that the following resolution be passed as a special resolution (the "Resolution").
[DATE] [handwritten above: 29] November 2011
SPECIAL RESOLUTIONTHAT the amended articles of association attached to this written Resolution be and are hereby approved and adopted as the articles of association of the Company in substitution for and to the exclusion of the existing articles of the Company.
Before signing you agreement to the Resolution, please read the notes at the end of this document.
We, the undersigned, a member entitled at the time the Resolution was circulated to attend and vote on the Resolution at a general meeting of the Company, HEREBY IRREVOCABLY AGREE to the Resolution being passed as a special resolution.
(signatures by order in which they appear in the document)
Signed by Kate McCann on 8/12/2011
Signed by Michael Linnet on 6/12/2011
Signed by Gerald McCann on 5/12/2011
Signed by Brian Kennedy on 6/12/2011
Signed by Jon Corner on 14/12/2011
Pages 12 to 24
1. In these Articles and the Memorandum the following terms shall have the following meanings:
1.1 "Act" the Companies Act 1985 including any statutory modification or re-enactment for the time being in force
1.2 "address" in relation to electronic communications inc1udes any number or address used for the purpose of such communication
1.3 "Articles" these Articles of Association of the Foundation
1.4 "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
1.5 "Foundation" Madeleine's Fund Leaving No Stone Unturned Limited
1.6 "Connected Person" (a) any spouse, parent, child, brother, sister, grandparent or grandchild of a Director; or (b) any other person in a relationship with a Director which may reasonably be regarded as equivalent to such a relationship, or (c) any company or firm of which a Director is a paid director, partner or employee, or shareholder holding more than 1% of the capital
1.7 "electronic communication" has the meaning ascribed to it in the Electronic Communications Act 2000
1.8 "financial expert" an individual, company or firm who is authorised to give investment advice under the Financial Services and Markets Act 2000
1.9 "Memorandum" the Memorandum of Association of the Foundation
1.10 "Secretary" the secretary of the Foundation
1.11 "Subsidiary Company" any company in which the Foundation holds more than 50% of the shares, controls more than 50% of the voting rights attached to the shares or has the right to appoint a majority of the board of the company
2. In these Articles and the Memorandum:
2.1 Unless the context otherwise requires, words or expressions contained in the Articles bear the same meaning as in the Act but excluding any statutory modification thereof not in force when the Articles become binding on the Foundation.
2.2 Subject to Article 2.1 any reference in these Articles or the Memorandum to an enactment includes a reference to that enactment as re-enacted or amended from time to time and to any subordinate legislation made under it.
2A. The registered office of the Foundation is situated in England.
2B. The objects of the Foundation are:
2B.1.1 To secure the safe return to her family of Madeleine McCann who was abducted in Praia da Luz, Portugal on Thursday 3rd May 2007; and
2B.1.2 To procure that Madeleine's abduction is thoroughly investigated and that her abductors, as well as those who played or play any part in assisting them, are identified and brought to Justice.
2B.2 If the above objects are fulfilled then the objects of the Foundation shall be to pursue such purposes in similar cases arising in the United Kingdom, Portugal or elsewhere.
2C. To further its objects the Foundation may:
2C.1 provide and assist in the provision of money, materials or other help;
2C.2 organise and assist in the provision of conferences, courses of instruction, exhibitions, lectures and other educational activities;
2C.3 publish and distribute books, pamphlets, reports, leaflets, journals, films, tapes and instructional matter on any media;
2C.4 promote, encourage, carry out or commission research, surveys, studies or other work, making the useful results available;
2C.5 provide or procure the provision of advice;
2C.6 alone or with other organisations seek to influence public opinion and make representations to and seek to influence governmental and other bodies and institutions;
2C.7 enter into contracts to provide services to or on behalf of other bodies;
2C.8 acquire or rent any property of any kind and any rights or privileges in and over property and construct, maintain, alter and equip any buildings or facilities;
2C.9 dispose of or deal with all or any of its property with or without payment and subject to such conditions as the Directors think fit,
2C.10 borrow or raise and secure the payment of money for any purpose including for the purposes of Investment or of raising funds;
2C.11 set aside funds for special purposes or as reserves against future expenditure,
2C.12 Invest the Foundation's money not immediately required for its objects in or upon any Investments, securities, or property;
2C.13 delegate the management of Investments to a financial expert provided that:
2C.13.1 the investment policy is set down in writing for the financial expert by the Directors,
2C.13.2 every transaction is reported promptly to the Directors,
2C.13.3 the performance of the investments is reviewed regularly by the Directors,
2C.13.4 the Directors are entitled to cancel the delegation arrangement at any time,
2C.13.5 the Investment policy and the delegation arrangements are reviewed at least once a year,
2C.13.6 all payments due to the financial expert are on a scale or at a level which is agreed in advance and are notified promptly to the Directors on receipt, and
2C.13.7 the financial expert may not do anything outside the powers of the Directors,
2C.14 arrange for investments or other property of the Foundation to be held in the name of a nominee (being a corporate body registered or having an established place of business in England and Wales) under the control of the Directors or of a financial expert acting under their instructions and pay any reasonable fee required,
2C.15 lend money and give credit to, take security for such loans or credit and guarantee or give security for the performance of contracts by any person or company,
*Note: 2C.16 & 2C.17 do not appear in page 14 of the PDF document
2C.18 accept (or disclaim) gifts of money and any other property,
2C.19 trade in the course of carrying out the objects of the Foundation and carry on any other trade for the purpose of raising funds,
2C.20 incorporate subsidiary companies to carry on any trade,
2C.21 engage and pay employees, consultants and professional or other advisers and make reasonable provisional for the payment of pensions and other retirement benefits to or on behalf of employees and their spouses and dependants,
2C.22 establish and support or aid in the establishment and support of any other organisations and subscribe, lend or guarantee money or property,
2C.23 become a member, associate or affiliate of or act as director or appoint directors of any other organisation permanent endowment property held for any of the charitable purposes,
2C.24 undertake and execute charitable trusts,
2C.25 amalgamate with or acquire or undertake all or any of the property, liabilities and engagements of any body having objects wholly or in part similar to those of the Foundation;
2C.26 co-operate with charities, voluntary bodies, statutory authorities and other bodies and exchange information and advice with them;
2C.27 pay out of the funds of the Foundation the costs of forming and registering the Foundation;
2C.28 insure the property of the Foundation against any foreseeable risk and take out other insurance policies as are considered necessary by the Directors to protect the Foundation;
2C.29 provide indemnity insurance to cover the liability of the Directors which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of trust or breach of duty of which they may be guilty in relation to the Foundation. Provided that any such insurance shall not extend to the provision of any indemnity for a person in respect of:
2C.29.1 any act or omission which he or she knew to be a breach of trust or breach of duty or which was committed by him or her in reckless disregard to whether it was a breach of trust or breach of duty or not; or
2C.29.2 any liability incurred by him or her in defending any criminal proceedings in which he or she is convicted of an offence arising out of any fraud or dishonesty, or wilful or reckless misconduct by him or her, and
2C.30 do all such other lawful things as shall further the Foundation's objects.
Limitation on private benefits
2D.1 The income and property of the Foundation shall be applied solely towards the promotion of its objects
2D.2 Except as provided below no part of the income and property of the Foundation may be paid or transferred directly or indirectly by way of benefit to the members of the Foundation. This shall not prevent any payment in good faith by the Foundation of:
2D.2.1 any payments made to any member, Director or Connected Person in their capacity as a beneficiary,
2D.2.2 reasonable and proper remuneration to any person for any goods or services supplied to the Foundation (including services performed under a contract of employment with the Foundation),
2D.2.3 interest on money lent by any member, Director or Connected Person at a reasonable and proper rate,
2D.2.4 any reasonable and proper rent for premises let by any member, Director or Connected Person,
2D.2.5 fees, remuneration or other benefits in money or money's worth to a company of which a member, Director or Connected Person holds less than 1% of the capital,
2D.2.6 reasonable and proper out-of-pocket expenses of Directors;
2D.2.7 reasonable and proper premiums in respect of indemnity insurance effected in accordance with Article 2C.29;
2D.3 The restrictions on benefits and remuneration conferred on members of the Foundation and on the Directors by Article 2D.2 and the exceptions to such restrictions in Articles 2D.2.1 to 2D.2.7 inclusive shall apply equally to benefits and remuneration conferred on members of the Foundation and on the Directors by any Subsidiary Company, and for this purpose references to the Foundation in Article 2D.2.2 shall be treated as references to the Subsidiary Company.
2D. The liability of the members is limited.
2E. Every member of the Foundation undertakes to contribute a sum not exceeding £1 to the assets of the Foundation if it is wound up during his or her membership or within one year afterwards,
2E.1 for payment of the debts and liabilities of the Foundation contracted before he or she ceased to be a member,
2E.2 for the costs, charges and expenses of winding up,
2E.3 for the adjustment of the rights of the contributories among themselves.
2F. If any property remains after the Foundation has been wound up or dissolved and the debts and liabilities have been satisfied it may not be paid to or distributed among the members of the Foundation, but must be given to some other institution or institutions with similar objects. The institution or institutions to benefit shall be chosen by the Directors at or before the time of winding up or dissolution.
3. The Directors from time to time shall be the only members of the Foundation. A Director shall become a member on becoming a Director. A member shall cease to be a member if he or she ceases to be a Director. Membership shall not be transferable and shall cease on death.
Number or Directors
4. There shall be at least three Directors following appointments to be made by the first Director.
Appointment, retirement, removal and disqualification or Directors
5. The subscriber to the Memorandum shall be the first Director
6. Directors shall be appointed by resolution of the first Director or thereafter the Directors
7. No person may be appointed as a Director,
7.1 unless he or she has attained the age of 18 years; or
7.2 in circumstances such that, had he or she already been a Director, he or she would have been disqualified from acting under the provisions of the Articles
8. The office of a Director shall be vacated if,
8.1 he or she ceases to be a Director by virtue of any provision of the Act or he or she becomes prohibited by law from being a Director,
8.2 he or she becomes bankrupt or makes any arrangement or composition with his or her creditors generally,
8.3 the Directors reasonably believe he or she is suffering from mental disorder and incapable of acting and they resolve that he or she be removed from office,
8.4 he or she resigns by notice to the Foundation (but only if at least three Directors will remain in office when the notice of resignation is to take effect),
8.5 he or she fails to attend three consecutive meetings of the Directors and the Directors resolve that he or she be removed for this reason;
8.6 at a meeting of the Directors at which at least half of the Directors are present, a resolution is passed that he or she be removed from office. Such a resolution shall not be passed unless the Director has been given at least 14 clear days' notice that the resolution is to be proposed, specifying the circumstances alleged to justify removal from office, and has been afforded a reasonable opportunity of being heard by or of making written representations to the Directors, or
8.7 he or she ceases to be a member of the Foundation.
Powers of Directors
9. Subject to the Act, the Memorandum and the Articles, the business of the Foundation shall be managed by the Directors who may exercise all the powers of the Foundation. No alteration of the Memorandum or Articles shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made.
10. The continuing Directors or a sole continuing Director may act despite any vacancies in their number but while there are fewer Directors than required for a quorum the Directors may only act for the purpose of increasing the number of Directors.
11. All acts done by a person acting as a Director shall, even if afterwards discovered that there was a defect in his or her appointment or that he or she was disqualified from holding office or had vacated office, be as valid as if such. person had been duly appointed and was qualified and had continued to be a Director
12. Subject to the Articles the Directors may regulate their proceedings as they think fit.
13. The Directors may appoint one of their number to be the chair of the Directors and may at any time remove him or her from that office.
Delegation or Directors' powers
14. The Directors may by power of attorney or otherwise appoint any person to be the agent of the Foundation for such purposes and on such conditions as they determine.
15. The Directors may delegate any of their powers or functions to any committee or the implementation of any of their resolutions and day to day management of the affairs of the Foundation to any person or committee in accordance with the conditions set out in these Articles.
*Note: From page 18 to 21, legalese and uninteresting parts which you can read in the document if you wish to do so. [link given above in the introduction]
35. The proceedings at any meeting shall not be invalidated by reason of any accidental informality or irregularity (including any accidental omission to give or any non-receipt of notice) or any want of qualification in any of the persons present or voting or by reason of any business being considered which is not specified in the notice unless such specification is a requirement of the Act
36. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chair whose decision shall be final and binding.
Conflicts of interest
37. Whenever a person has a personal interest in a matter to be discussed at a meeting, and whenever a person has an interest in another organisation whose interests are reasonably likely to conflict with those of the Foundation in relation to a matter to be discussed at a meeting, he or she must:
37.1 declare an interest before discussion begins on the matter,
37.2 withdraw from that part of the meeting unless expressly invited to remain;
37.3 in the case of personal interests not be counted in the quorum for that part of the meeting, and
37.4 in the case of personal interests withdraw during the vote and have no vote on the matter
38. No Director shall be regarded as having a conflict of interest solely because he or she is also eligible to receive the support of the Foundation.
Note*: same as in previous note
49. Subject to the Act but without prejudice to any indemnity to which a Director may otherwise be entitled, every Director or other officer of the Foundation shall be indemnified out of the assets of the Foundation:
49.1 against all costs charges expenses or liabilities incurred by him or her:
49.1.1 in defending any civil or criminal proceedings in which judgement is given in his or her favour or in which he or she is acquitted, and
49.1.2 in connection with any application in which relief from liability is granted to him or her by the court;
where such proceedings or application arise as a result of any actual or alleged
negligence, default, breach of duty or breach of trust in relation to the Foundation, and
49.2 against all costs, charges, losses, expenses or liabilities incurred by him or her in or in relation to the proper execution and discharge of his or her duties.
Directors' indemnity insurance
50. The Directors shall have power to resolve pursuant to Article 2C.29 to effect directors' indemnity insurance, despite their interest in such policy.
Changes/Articles removed from Alteration to Memorandum and Articles, 28/06/2007
3.1.3 To provide support, including financial assistance, to Madeleine's family;
51. The provisions of clauses 7 and 8 of the Memorandum relating to the winding-up or dissolution of the Foundation shall have effect and be observed as if the same were repeated in the Articles.
[last updated at 14:39 GMT]