ARTICLES OF ASSOCIATION
of
THE DISPENSING DOCTORS’ ASSOCIATION LIMITED
Oglethorpe Sturton & Gillibrand LLP
Solicitors
16 Castle Park
Lancaster
LA1 1YG
(Ref: JMG/DDA001-10)
Contents
Clause
1.Interpretation
2.Object
3.Powers
4.Not for distribution
5.Winding up
6.Guarantee
7.Membership criteria
8.Transfer of membership
9.Expulsion of A Member
10.Rules
11.Meetings of Members
12.Quorum for general meetings
13.Votes of Members
14.Poll votes
15.Proxies
16.Number of directors and membership requirement for directors
17.Appointment of Directors
18.Appointment of Directors: Co-Opted Directors
19.Directors’ Meetings
20.Calling a Directors' meeting
21.Quorum for directors' meetings
22.Chairman and casting vote
23.Committees
24.Directors' conflicts of interest
25.Records of decisions to be kept
26.Termination of director’s appointment
27.Appointment and removal of alternate directors
28.Rights and responsibilities of alternate directors
29.Termination of alternate directorship
30.Company Secretary
31.Directors’ remuneration
32.Change of company name
33.Means of communication to be used
34.Indemnity and insurance
THE COMPANIES ACT 2006PRIVATE COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION
OF
THE DISPENSING DOCTORS’ ASSOCIATION LIMITED (the "Company")
Introduction
1.Interpretation
1.1In these Articles, unless the context otherwise requires:
Act: means the Companies Act 2006;
Affiliation Fee: has the meaning given to such term in the Rules;
Affiliated Practice: means a general medical practice (howsoever constituted) that provides or has an interest in providing pharmaceutical or dispensing services in addition to primary medical care services to patients located in the United Kingdom and which has paid when due the annual Affiliation Fee set by the Directors from time to time in accordance with the Rules;
AGM: has the meaning given in Article 11.1;
Appointor: has the meaning given in Article 27.1;
Articles: means the Company's articles of association for the time being in force;
Business Day: means any day (other than a Saturday, Sunday or public holiday in the United Kingdom) on which clearing banks in the City of London are generally open for business;
Conflict: means a situation in which a Director has or can have, a direct or indirect interest that conflicts or possibly may conflict, with the interests of the Company;
Co-Opted Director: has the meaning given to such term in Article 18.1;
Directly Elected Director:means a Director appointed by a resolution of the Members at an AGM or EGM;
Director: means a director of the Company;
EGM: has the meaning given in Article 11.3;
Eligible Director: means a Director who would be entitled to vote on the matter at a meeting of directors (but excluding in relation to the authorisation of a Conflict pursuant to Article 24, any director whose vote is not to be counted in respect of the particular matter);
Honorary Member: has the meaning given to such term in Article 7.3;
Member: means a member of the Company;
Model Articles: means the model articles for private companies limited by guarantee contained in Schedule 2 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229) as amended prior to the date of adoption of these Articles and reference to a numbered "Model Article" is a reference to that article of the Model Articles;
Qualifying Dispensing Doctor: means a Dispensing Doctor who owns, primarily works within or is otherwise closely associated with an Affiliated Practice or, in the case of a retired Dispensing Doctor, was prior to his retirement closely associated with an Affiliated Practice; and
Rules: any rules of the Company established pursuant to Article 10.
1.2Save as otherwise specifically provided in these Articles, words and expressions which have particular meanings in the Model Articles shall have the same meanings in these Articles, subject to which and unless the context otherwise requires, words and expressions which have particular meanings in the Act shall have the same meanings in these Articles.
1.3Headings in these Articles are used for convenience only and shall not affect the construction or interpretation of these Articles.
1.4A reference in these Articles to an "Article" is a reference to the relevant article of these Articles unless expressly provided otherwise.
1.5Unless expressly provided otherwise, a reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, taking account of:
(a)any subordinate legislation from time to time made under it; and
(b)any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts.
1.6Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.7Unless the context otherwise requires, a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.8The Model Articles shall apply to the Company, except in so far as they are modified or excluded by these Articles.
1.9Model Articles 2, 9(1), 11(2) and (3), 13, 14(1), (2), (3) and (4), 18, 21, 22, 30(2), 35, 38 and 39 shall not apply to the Company.
1.10Model Article 7 shall be amended by:
(a)the insertion of the words "for the time being" at the end of Article 7(2)(a); and
(b)the insertion in Article7 of the words "(for so long as he remains the sole director)" after the words "and the director may".
1.11Model Article 20 shall be amended by the insertion of the words "(including alternate directors) and the secretary" before the words "properly incur".
2.Object
The object for which the Company has been established is as follows:
To act as a national representative organisation of general medical practitioners or other doctors who are, may be or may wish to be entitled to dispense drugs, medicines and other medical supplies to the public (“Dispensing Doctors”) and including (without limitation):
(a)representing and protecting the interests of Dispensing Doctors;
(b)providing help, guidance and advice to Dispensing Doctors who are aiming to establish or develop a dispensing practice;
(c)aiming to establish appropriate quality standards as regards dispensing practice;
(d)supporting and establishing the entitlement of Dispensing Doctors to dispense;
(e)influencing other bodies and if appropriate lobbying with respect to the terms of qualification as a Dispensing Doctor and any conditions imposed with respect to dispensing by Dispensing Doctors;
(f)increasing the representation of Dispensing Doctors on any relevant negotiating committees;
(g)disseminating information on the aims and objectives of the Company;
(h)advising as to the desirability of dispensing in general medical practice to politicians, media, public representative bodies and other groups as widely as possible;
(i)co-ordinating all or any of the above at every opportunity with European and other foreign groups of registered dispensing medical practitioners for the purpose of promoting and supporting dispensing in medical practice; and
(j)liaising with national GP negotiating bodies (including, without limitation, GPC, GPC Wales, GPC NI and SGPC) over the impact of contract change upon Dispensing Doctors.
3.Powers
In pursuance of the object set out in Article 2, the Company has the power to:
(a)promote or assist in promoting activities to further the Company’s object;
(b)take such steps as may appear to the Directors to be appropriate to protect, preserve and enhance the object of the Company;
(c)buy, lease or otherwise acquire and deal with any property real or personal and any rights or privileges of any kind over or in respect of any property real or personal and to improve, manage, develop, construct, repair, sell, lease, mortgage, charge, surrender or dispose of or otherwise deal with all or any part of such property and any and all rights of the Company;
(d)borrow and raise money in such manner as the Directors shall think fit and secure the repayment of any money borrowed, raised or owing by mortgage, charge, lien or other security on the Company's property and assets;
(e)control the funds of the Company and to make such payments as the Directors consider reasonable;
(f)invest and deal with the funds of the Company not immediately required for its operations in or upon such investments, securities or property as may be thought fit;
(g)subscribe for, take, buy or otherwise acquire, hold, sell, deal with and dispose of, place and underwrite shares, stocks, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any government or authority in any part of the world;
(h)lend and advance money or give credit on such terms as may seem expedient and with or without security to customers and others, to enter into guarantees, contracts of indemnity and suretyships of all kinds to receive money on deposit or loan upon such terms as the Company may approve and to secure or guarantee the payment of any sums of money or the performance of any obligation by any company, firm or person including any holding company or subsidiary;
(i)lobby, advertise, publish, educate, advise, examine, research and survey in respect of all matters of law, regulation, economics, accounting, governance, science, politics and/or other issues and to hold meetings, events, lectures, exhibitions and other procedures and co-operate with or assist any other body or organisation in each case in such way or by such means as may, in the opinion of the Directors, affect or advance the principal object in any way;
(j)pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company and to contract with any person, firm or company to pay the same;
(k)enter into contracts to provide services to or on behalf of other bodies;
(l)provide and assist in the provision of money, materials or other help;
(m)open and operate bank accounts and other facilities for banking and draw, accept, endorse, issue or execute promissory notes, bills of exchange, cheques and other instruments;
(n)incorporate subsidiary companies to carry on any trade;
(o)to assist any Member in any legal proceedings of which there may be issues of law or practice affecting the Company or its object; and
(p)do all such other lawful things as are incidental or conducive to the pursuit or to the attainment of any of the object set out in Article 2.
4.Not for distribution
4.1The income and property of the Company shall be applied solely in promoting the object of the Company as set out in Article 2.
4.2No dividends or bonus may be paid or capital otherwise returned to the Members, provided that nothing in these Articles shall prevent any payment in good faith by the Company of:
(a)reasonable and proper remuneration to any Member, officer or servant of the Company for any services rendered to the Company;
(b)any interest on money lent by any Member or any director at a reasonable and proper rate;
(c)reasonable and proper rent for premises demised or let by any Member or Director; or
(d)reasonable out-of-pocket expenses properly incurred by any director.
5.Winding up
On the winding-up or dissolution of the Company, any assets or property that remains available to be distributed or paid to the Members shall not be paid or distributed to such Members but shall be transferred to another body (charitable or otherwise):
(a)with objects similar to those of the Company; and
(b)which shall prohibit the distribution of its or their income to its or their members,
such body to be determined by the Members at the time of winding-up or dissolution.
6.Guarantee
The liability of each Member is limited to £1, being the amount that each Member undertakes to contribute to the assets of the Company in the event of its being wound up while he is a Member or within one year after he ceases to be a Member, for:
(a)payment of the Company's debts and liabilities contracted before he ceases to be a Member;
(b)payment of the costs, charges and expenses of the winding up; and
(c)adjustment of the rights of the contributories among themselves.
Part A
Members
7.Membership criteria
7.1No person shall become a Member unless he has completed an application for membership (in a form approved by the Directors from time to time) and that application is accepted by the Directors. A letter shall be sent to each successful applicant confirming their membership of the Company and the details of each successful applicant shall be entered into the Register of Members by the company secretary (if any) or any of the Directors of the Company.
7.2A Member must be:
(a)an individual who is a doctor, pharmacist or other healthcare professional working primarily in or for an Affiliated Practice; or
(b)an individual who is a practice manager of an Affiliated Practice, provided that such individual is nominated for membership of the Company by the then current partners or owners (as applicable) of such Affiliated Practice; or
(c) an Honorary Member.
7.3At the discretion of the Directors, individuals may be admitted as Members (“Honorary Members”) of the Company, where such persons appear to the Directors to have objects or interests similar or partly similar to the object of the Company or whose knowledge and expertise the Board considers appropriate for admission to membership of the Company.
7.4Notwithstanding the generality of Article7.3, the total number of Honorary Members shall not exceed five percent (5%) of the total number of Members.
7.5All Members including Honorary Members must pay to the Company an annual subscription, payable on the date specified each year by the Directors in an amount to be decided by the Directors from time to time.
7.6In addition to an annual subscription, the Board may propose to levy a Special Subscription on the Members to fund a particular project or expense (a “Special Subscription”). Any Special Subscription shall be calculated in proportion to the dispensing list size of the Affiliated Practice associated with each Member or on such other basis as the Directors may decide from time to time. Any Special Subscription shall require the prior approval of the Members before it is levied.
7.7Subject to Article 7.8, a person shall automatically cease to be a Member if any subscription or Special Subscription is not paid within 60 days of it falling due.
7.8Notwithstanding the generality of Article 7.7, the Board shall be entitled to enter into an arrangement with any Member regarding an extension of the applicable deadline for payment of any subscription or Special Subscription.
7.9A Member may resign his membership of the Company at any time by giving notice of the same to the company secretary (if any) or, in the absence of a company secretary, to the Chairman. A Member who resigns shall not be entitled to a refund of any part of any subscriptions or Special Subscription and shall remain liable to pay any subscription or other sum owed by him.
8.Transfer of membership
8.1A Member shall be entitled to transfer his membership to a successor representative of the relevant Affiliated Practice provided that such successor representative is reasonably acceptable to the Board and meets the criteria set out in Article 7.2(a) or (b).
8.2Save as provided for in Article 8.1, a Member shall not be entitled to transfer his membership to any other person without the approval of a simple majority of the Members present at an AGM or EGM.
8.3Subject to Article 8.1 and Article8.2, following deposit of the instrument of transfer at the registered office, the company secretary (if any) or any of the Directors of the Company shall, as soon as reasonably practicable, register the transferee in the Register of Members of the Company and notify the transferee of the date he becomes a Member.
8.4No fee shall be charged for registering the transferee in the Register of Members.
8.5When a Member dies or becomes bankrupt the membership shall not pass to the personal representatives or trustee in bankruptcy (as appropriate) but shall cease.
9.Expulsion of AMember
9.1The Directors may terminate the membership of any Member without his consent by giving him written notice if:
(a)in the reasonable opinion of the Directors (excluding the Member in question if he is also a Director), he is guilty of conduct which has or is likely to have a serious adverse effect on the Company or bring the Company or any or all of the Members or Directors into disrepute; or
(b)in the reasonable opinion of the Directors (excluding the Member in question if he is also a Director), he has acted or has threatened to act in a manner which is contrary to the interests of the Company as a whole; or
(c)in the reasonable opinion of the Directors (excluding the Member in question if he is also a Director), he has failed to observe the terms of these Articles and the Rules or has ceased to meet the qualifying criteria for a Member (as set out in Article 7.2(a) or (b));
(d)a simple majority of the Members has voted for his removal;
(e)he is no longer a Member for any reason, including if his subscription lapses in accordance with Article7.7; or
(f)he dies.
Following such termination, the Member shall be removed from the Register of Members by the Company Secretary (if any) or any of the Directors.
9.2A Member whose membership is terminated under this Article shall not be entitled to a refund of any subscription or Special Subscription and shall remain liable to pay to the Company any subscription or other sum owed by him.
10.Rules
The Directors may establish rules governing matters relating to Company administration that are required from time to time for the effective operation of the Company (for example, the provisions relating to membership fees, Special Subscriptions and the admission criteria for, and rights of,Honorary Supporters). If there is a conflict between the terms of these Articles and any rules established under this Article, the terms of these Articles shall prevail.
Decision making by members
11.Meetings of Members
11.1An annual general meeting of the Members (an “AGM”) shall be held every year (at intervals of no more than fifteen months) to transact the following business:
(a)to receive, and if approved, to adopt a statement of the Company’s accounts to the end of the preceding year;
(b)to receive, and if approved, to adopt any proposals by the Directors for any Special Subscription;
(c)to receive a report from the Board on the Directors’ remuneration for the preceding year;
(d)to consider and if approved, to authorise any proposed alteration to these Articles;
(e)to deal with the appointment and/or removal of Directors or the transfer of any Member’s interest (as required);
(f)to appoint the accountants (or auditor, as the case may be) of the Company;and
(g)to deal with any special matter which the Directors desire to bring before the Members and to receive any suggestions from Members for consideration by the Directors, of which not less than fourteen days’ written notice shall have been given to the Company.
11.2Notice convening the AGM shall be sent to the Members not less than twenty-one days before the meeting and shall specify the matters to be dealt with.
11.3A special general meeting of the Members (an “EGM”) may be convened at any time by the Directors and may be convened within fourteen days of receipt of a written request signed by at least ten Members specifying the purpose of the meeting for any of the following purposes: