THE COMPANIES ACT 1985

A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION

OF

THE PADDLE STEAMER PRESERVATION SOCIETY

1. The name of the Company (hereinafter called "the Society") is "THE PADDLE STEAMER PRESERVATION SOCIETY".

2. The registered office of the Society will be situate in England.

3. The objects for which the Society is established are for the public benefit to acquire, preserve and exhibit in sailing condition or otherwise one or more examples of paddle steamers or paddle propelled vessels (hereinafter called "paddle steamers") and to acquire, preserve and exhibit a collection of marine equipment and other appurtenances and material associated with them with a view to educating the public in the historical significance of paddle steamers in the Nation's maritime and industrial heritage and in furtherance of the foregoing objects but not otherwise the Society shall have the following powers:­

(A) To acquire and hold shares in Waverley Steam Navigation Company Limited and Paddle Steam Navigation Limited

(B) To operate or arrange the operation of the paddle steamers in waters traditionally sailed by them

(C) To enable as wide a section of the public as possible to gain practical experience of sailing in paddle steamers and of exploring them

(D) To stimulate and arouse interest in paddle steamers throughout the world by public meetings, publications, exhibitions and any other means by encouraging research into their history and providing the means whereby models plans photographs and other appropriate items may be preserved and exhibited

(E) To take over the whole of the assets and liabilities of the Paddle Steamer Preservation Society and to enter into such agreements and to take all such steps as are necessary for that purpose

(F) To purchase, take on lease or in exchange hire or otherwise acquire any real and personal estate which may be deemed necessary or convenient for any of the purposes of the Society

PROVIDED THAT in case the Society shall desire to hold more land than the law shall for the time being permit it to hold without licence of the relevant authority such licence shall be obtained

(G) To construct maintain and alter any houses buildings vessels or works necessary or convenient for the purposes of the Society

(H) To take any gift of property whether subject to any special charitable trust or not for any one or more of the objects of the Society

(I) To take such steps by personal or written appeals public meetings or otherwise as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Society in the shape of donations annual subscriptions or otherwise

PROVIDED THAT the Society shall not undertake any permanent trading activities in raising funds for its charitable objects

(J) To print and publish any newspapers periodicals books or leaflets

(K) to sell manage lease mortgage dispose of or otherwise deal with all or any part of the property of the Society

(L) To borrow and raise money in such manner as the Society may think fit for the purposes of the Society

(M) To invest the monies of the Society not immediately required for its purposes in or upon such investments securities or property as may be thought fit subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided

(N) To undertake and execute any trusts or any agency business which may lawfully be undertaken by the Society

(O) To establish and support and to aid in the establishment and support of any other charities formed for all or any of the objects of the Society

(P) To do all such other lawful things in furtherance of the above objects or any of them and which may lawfully be done by a body established for charitable purposes only

PROVIDED THAT:

(1) In case the Society shall take or hold any property which may be subject to any trusts the Society shall only deal with or invest the same in such manner as allowed by law having regard to such trusts

(2) The Society's objects shall not extend to the regulation of relations between workers and employers or organisations of workers or organisations of employers

(3) In case the Society shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales the Society shall not sell, mortgage, charge, or lease the same without such authority approval or consent as may be required by law and as regards any such property the Council of Management or Governing Body of the Society shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects, defaults and for the due administration of such property in the same manner and to the same extent as such Council of Management or Governing Body would have been if no incorporation had been effected and the incorporation of the Society shall not diminish or impair any control or authority exercisable by the Chancery Division or the Charity Commissioners over such Council of Management or Governing Body, but they shall as regards any such property be subject jointly and separately to such control or authority as if the Society were not incorporated.

4. The income and property of the Society shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise howsoever by way of profit to members of the Society and no member of its Council of Management or Governing Body shall be appointed to any office of the Society paid by salary or fees or receive any remuneration or other benefit or money's worth from the Society.

PROVIDED THAT nothing herein shall prevent any payment in good faith by the Society

(a) of reasonable and proper remuneration to any member, officer, or servant of the Society (not being a member of its Council of Management, or Governing Body) for any service rendered to the Society

(b) of interest at a rate not exceeding six per centum per annum on money lent or reasonable and proper rent for premises demised or let by any member of the Society or of its Council of Management or Governing Body

(c) to any member of its Council of Management or Governing Body for out-of-pocket expenses

(d) to a company of which a Member of its Council of Management or Governing Body may be a member holding no more than one hundredth part of the capital of such company

5. The liability of members is limited

6. Every member of the Society undertakes to contribute to the assets of the Society in the event of the same being wound up while he is a member or within one year after he ceases to be a member for payment of debts and liabilities of the Society contracted before he ceases to be a member and of the costs charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves such amount as may be required not exceeding one pound

7. If upon winding up or dissolution of the Society there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the Society but shall be given or transferred to some other Charitable Institution or Institutions having objects similar to the objects of the Society and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Society under or by virtue of Clause 4 hereof such institution or institutions to be determined by the members of the Society at or before the time of dissolution and if and so far as effect can not be given to such provisions shall be transferred to the Maritime Trust

8. True accounts shall be kept of the sums of money received and expended by the Society and the matters in respect of which such receipts and expenditure take place of all sales and purchases of goods by the Society and of the property credits and liabilities of the Society and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Society for the time being such account shall be open for the inspection of members. Once at least every calendar year the accounts of the Society shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified Auditor or Auditors or Reporting Accountants.

We the several persons whose names and addresses are subscribed are desirous of being formed into a Company in pursuance of this Memorandum of Association

Names and Addresses and Descriptions of Subscribers

Nigel David H. Q. Coombes, The Barton, Church Close, Portishead, Avon Schoolmaster

John Anderson, 17 Stockfield Close, Hazlemere, High Wycombe, HP15 7LA University Computer Manager

Dated this 16th day of May 1987

Witness to the above signatures

R. Leslie Brown, 35 Dorchester Avenue, Glasgow, G12 0EQ School Teacher

THE COMPANIES ACT 1985

A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

OF

THE PADDLE STEAMER PRESERVATION SOCIETY

GENERAL

1. In these presents the words standing in the first column of the table next hereinafter contained shall bear the meanings set opposite to them respectively in the second column hereof if not inconsistent with the subject or context:

And words importing the singular number only shall include the plural number and vice versa and words importing the masculine gender only shall include the feminine gender and words importing persons shall include corporations.

Subject as aforesaid any words or expressions defined in the Act or any statutory modifications thereof in force at the date on which these presents become binding on the Society shall if not inconsistent with the subject or context bear the same meanings in these presents.

MEMBERSHIP

2. The number of Members with which the Society is proposed to be registered is unlimited.

3. The provisions of Sections 352 and 353 of the Act shall be observed by the Society and every member of the Society shall either sign a written consent to become a Member or sign the register of Members on becoming a Member.

4. The Society is established for the purposes expressed in the Memorandum of Association.

5. The Members of the Society shall be the persons who subscribed to the Memorandum of Association and every person who at the date of incorporation of the Society is a member of the unincorporated Society known as The Paddle Steamer Preservation Society and who within twelve months after the incorporation of the Society deposits at the office a written request to become a Member and such other persons as the Council shall admit to membership.

6. The Society shall consist of a President Vice Presidents Honorary Life Members Individual Members and Corporate Members. The President and Vice Presidents shall be entitled to attend Council Meetings but shall not have a vote unless acting as Chairman.

7. Any individual who supports the objects of the Society shall be eligible for admission as a Member but the Council shall have the right to reject any application for Membership from any person whom they consider to he unsuited for membership of the Society.

8. (a) Any body corporate supporting the objects of the Society shall be eligible for admission as a Corporate Member. A Corporate Member shall be entitled to appoint one representative and any such representative shall be entitled to exercise on its behalf the same voting and all other rights as an Individual Member and shall by virtue of his appointment as such representative be eligible for election or appointment to any office of the Society or to membership of the Council

(b) No firm or other unincorporated association may as such become a Member of the Society but if any firm or other unincorporated Society which would if incorporated have been eligible for membership should desire to obtain the advantages of membership it shall nominate one of its members to act as its representative, apply in its name for membership and sign the application form as its representative and exercise the rights of membership on its behalf. Every person so nominated who is admitted to membership shall have the same rights and be subject to the same incidents and liabilities as any other Individual Member except that if his nomination is revoked by the body nominating him he shall forthwith cease to be a Member of the Society.

9. Junior Members, Senior Citizens and adult spouses of adult Members may be admitted to the Society at a reduced membership subscription which may be from time to time prescribed. A Member may be considered a Junior Member up to the age of eighteen years after which that person shall be considered an adult Member and consequently be liable to pay the full subscription rates (unless a spouse of an adult Member) and be entitled to vote on any issue of the Society for which a vote has been prescribed. A Junior Member shall not have a vote.

10. The Council may accept the bestowal of Patronage upon the Society by any person whether a member of the Society or otherwise

11. The Council may also admit persons who have rendered outstanding service to the cause of the Society to Honorary Life Membership and such persons being duly admitted shall enjoy all the privileges of membership except the right to vote and except that they shall not by virtue of their Honorary Life Membership alone be deemed to be Members of the Society for the purposes of registration within the meaning of Article 2 of these presents or be on the Register of Members of the Society or be under any liability for the debts and liabilities of the Society.

12. Every person wishing to join the Society and eligible for election as a Member must apply in writing and shall deposit with such application his first annual subscription which shall be returned in the event of non election by the Council.

13. The Council may from time to time prescribe the rates of payment of such sums of money by way of annual subscriptions by Members of all classes for the society and may from time to time prescribe such sum the payment of which shall make a person a Life Member of the Society. After payment of a Life Membership subscription the Life Member shall be entitled to all the privileges of membership without any further payment by him but shall be subject to all the obligations of membership and otherwise of an ordinary individual Member

PROVIDED ALWAYS THAT no increases in the rate of annual subscriptions shall be effectual unless approved by the society in General Meeting.

14. (a) The Subscription Officer or the Treasurer shall issue to a Member a final reminder of an unpaid subscription not later than three months after the date for renewal. If such subscription is not paid within one month thereafter the membership will be terminated automatically without further reference to the Member

(b) The Council shall have the right by serving notice in writing to terminate the membership of any Member. If the Member wishes to appeal notice to that effect must be sent within twenty one days of receipt of the notice of termination to the Secretary who shall arrange within two months of receipt for the President of the Law Society to appoint an independent adjudicator to determine the appeal. If no notice of appeal is received within the specified time the Member shall be deemed to have accepted the notice of termination which shall then take immediate effect. The membership of the Member shall be suspended between the date of decision of the Council and the date of determination of any appeal or the expiration of the period within which an appeal may be lodged whichever is the sooner

(c) Members shall be entitled to resign from the Society at any time on giving notice to the Membership Secretary in writing and shall not be entitled to a refund of any moneys paid to the Society

GENERAL MEETINGS

15. The Society shall hold a General Meeting in every calendar year as its Annual General Meeting at such time and place as may be determined by the Council and shall specify the meetings as such in the notices calling it provided that every Annual General Meeting except the first shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting and that so long as the Society holds its first Annual General Meeting within eighteen months after its incorporation it need not hold it in the first year of its incorporation or in the following year All General Meetings other than Annual General Meetings shall be called Special General Meetings

16. The Council may whenever they think fit convene a Special General Meeting specifying the nature of the business to be conducted thereat. In addition and without prejudice to the provisions of section 368 of the Act as to the requisitioning of meetings a Special General Meeting may be convened by a signed Requisition of not less than one quarter of adult Members

17. Twenty one days notice in writing at the least of every Annual General Meeting and of every meeting convened to pass a Special Resolution and fourteen days notice in writing at the least of every other General Meeting (exclusive in every case both of the day on which it is served or deemed to be served and of the day for which it is given) specifying the place the day and the hour of meeting and in the case of special business the general nature of that business shall be given in the manner hereinafter mentioned to such persons (including the Auditors or Reporting Accountants) as are under these presents or under the Act entitled to receive such notices from the Society, but, with the consent of all Members having the right to attend and vote thereat or of such proportion of them as is prescribed by the Act in the case of meetings other than the Annual General Meetings a meeting may be convened by such notice as those members may think fit

18. The accidental omission to give notice of a meeting or to send any voting or other ballot paper or other document to or the non­receipt of such notice voting or ballot paper or other document by any person entitled to receive such notice voting or ballot or other document shall not invalidate any resolution passed or proceeding had at any meeting

PROCEEDINGS AT GENERAL MEETINGS

19. All business shall be deemed special that is transacted at a Special General Meeting and all that is transacted at an Annual General Meeting shall also be deemed special with the exception of the consideration of the income and expenditure account and balance sheet and the reports of the Council and of the auditors the election of members of the Council in the place of those retiring and the appointment of and the fixing of the remuneration of the Auditors or Reporting Accountants.

20. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided Six Members or representatives of Corporate Members present in person or by proxy shall be a quorum

21. If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present the meeting if convened on the requisition of Members shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place or at such other place as the Council may determine and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting the Members present shall be a quorum

22. The Council may invite the President or a Vice President to occupy the Chair at General Meetings Otherwise the Chairman of the Council shall occupy the Chair at General Meetings but if there is no such Chairman or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding the same or shall be unwilling to preside the Members present shall choose some Member of the Council or if no such Member be present or if all the Members of the Council present decline to take the Chair they shall choose some Member of the Society who shall be present to preside

23. The Chairman of a General Meeting at which a quorum is present may with approval of the meeting (and shall if so directed by the Meeting) adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more notice of the adjourned meeting shall be given in the same manner as the original meeting. Save as aforesaid the Members shall not be entitled to any notice of an adjournment or of the business to be transacted at an adjourned meeting

24. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is registered before or upon the declaration of the result of the show of hands demanded by the Chairman of the Meeting or by at least five Members present in person or by proxy or by a Member or Members present in person or by proxy and representing one tenth of the total voting rights of all the Members having the right to vote at a meeting and unless a poll be so demanded a declaration by the Chairman of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority and an entry to that effect in the Minute Book of the Society shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution. The demand for a poll may be withdrawn

25. Subject to the provisions of the Article immediately succeeding this Article if a poll be demanded in the manner aforesaid it shall be taken at such time and place and in such manner as the Chairman of the meeting shall direct and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded

26. No poll shall be demanded on the election of a Chairman of a meeting or on any question of adjournment

27. In the case of an equality of votes whether on a show of hands or on a poll the Chairman of the meeting shall be entitled to a second or casting vote

28. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded

VOTES OF MEMBERS

29. Subject as hereinafter provided every adult Member (including Senior Citizens and adult spouses of adult Members) shall have one vote. A Corporate Member shall have one vote which shall be exercisable by its Representative

30. Save as herein expressly provided no Member other than a Member duly registered who shall have paid every subscription and other sum (if any) which shall be due and payable to the Society in respect of his membership shall be entitled to vote on any question either personally through its representative or by proxy at any General Meeting

31. Votes may be given on a poll either personally or by proxy. A Member present only by proxy may vote on a show of hands. A Corporate Member may vote by its duly authorised representative as provided by Section 375 of the Act or by proxy. A proxy need not be a Member

32. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or if such appointor is a corporation under its common seal if any and if none then under the hand of some officer duly authorised in that behalf. In the case of a Representative of a Corporate Member any proxy shall be appointed by the Member itself or its attorney and not by the representative

33. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy thereof shall be deposited at the office not less than forty­eight hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution

34. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed provided that no intimation in writing of the death insanity or revocation as aforesaid shall have been received at the office before the commencement of the meeting or adjourned meeting at which the proxy is used

35. Any instrument appointing a proxy shall be in the following form or as near thereto as circumstances will admit:

"I of

a member of The Paddle Steamer Preservation Society hereby appoint

of and failing him

of to vote for me and on my behalf at the (Annual or Special or Adjourned as the case may be) General Meeting of the Society to be held on the day of 19 and at every adjournment thereof

As witness my hand this day of 19 ."

The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll

36. If there shall be more candidates than vacancies for membership of the Council the election shall be made by ballot in accordance with these presents. If the number of candidates for election is equal to or less than the number of vacancies to be filled all candidates will be deemed to be elected unless at the Annual General Meeting it is expressly resolved not to fill such vacated office or unless a resolution for the election of a candidate shall have been put to the meeting and lost.

37. If a ballot shall be necessary for the election of membership to the Council the Secretary shall cause the names of all candidates together with the names of their proposers to be entered in ballot papers in the form approved by the Council which shall be posted to all Members entitled to vote on such ballot at least twenty one days before the date of the Annual General Meeting. Members shall be responsible for the return of their ballot papers as prescribed and the ballot shall close seven days before the Annual General Meeting. The Council shall make by-laws to regulate the conduct of the ballot.

38. A Member shall be entitled to vote in favour of as many candidates as there shall be vacancies to be filled upon the Council but a member shall not be entitled to vote more than once for a candidate.

39. The result of the ballot shall be announced at the Annual General Meeting. In the event of a ballot failing to determine the number of candidates because of an equality of votes the candidate or candidates to be elected from those having an equal number of votes shall be chosen by lot.

COUNCIL OF MANAGEMENT

40. The Council of Management shall consist of members of the Society appointed as follows:

(a)   up to eight members of the Society elected by the members of the Society

(b)   the Chairman of and one other representative appointed by Waverley Steam Navigation Company Limited

(c)   the Chairman of and one other representative appointed by Paddle Steamer Kingswear Castle Trust Limited

(d)   one representative appointed by Loch Lomond Steamship Company

(e)   one member of the Society from each Branch of the Society appointed by the Chairman of the Society on the nomination of the member's Branch Committee in accordance with by-laws made by the Council.

41. The Council may from time to time and at any time appoint any member or representative of a Corporate Member as a member of the Council either to fill a casual vacancy or by way of addition to the Council provided that the prescribed maximum be not thereby exceeded. Any Member so appointed before the Second Annual General Meeting of the Society shall retain his office only until the Second Annual General Meeting. Any Member so appointed after the Second Annual General Meeting of the Society shall hold office only until the next Annual General Meeting. Any member so appointed shall be eligible for re­election.

42. No person who is not a Member or representative of a Corporate Member shall in any circumstances be eligible to hold office as a member of the Council.

POWERS OF THE COUNCIL

43. The business of the Society shall be managed by the Council who may pay all such expenses of and preliminary and incidental to the promotion formation establishment and registration of the Society as they think fit and as they think fit may exercise all such powers of the Society and do on behalf of the Society all such acts as may be exercised and done by the Society and as are not statute or by these presents required to be exercised or done by the Society in General Meeting subject nevertheless to any regulations of these presents and to the provisions of the statutes for the time being in force and affecting the Society.

44. Without prejudice to other powers given by these Articles the Council may exercise all the powers of the Society to borrow money and to mortgage or charge its undertaking and property or any part thereof to issue debentures debenture stock and other securities whether outright or as security for any debt liability or obligation of the Society.

45. The Council shall have the power from time to time to adopt and make alter or revoke by-laws for the regulation of the Society and otherwise for the furtherance of the purposes for which the Society is established provided that such by-laws are not repugnant to the Memorandum or Articles of Association. All such by-laws for the time being in force shall be binding upon all Members until the same shall cease to have effect as hereinbefore provided or shall be varied or set aside by a special resolution of the Society

46. The members for the time being of the Council may act notwithstanding any vacancy in their body provided always that in case the members of the council shall at any time be or be reduced in number to less than the minimum number prescribed by or in accordance with these presents it shall be lawful for them to act as the Council for the purpose of admitting persons to membership of the Society filling up vacancies in their body or of summoning a General Meeting but not for any other purpose.

SECRETARY

47. The Secretary shall be appointed by the Council for such time as they may think fit and any Secretary so appointed may be removed by them. The provisions of Sections 283 and 284 of the Act shall apply and be observed. The Council may from time to time by resolution appoint an assistant or deputy secretary and any person so appointed may act in place of the Secretary should there be no Secretary capable of acting.

TREASURER

48. The Council may from time to time appoint a Treasurer determine his powers and duties and at their discretion remove or suspend him from office. The Treasurer shall be a Member of the Council.

49. The Council may also at any time appoint a temporary substitute for the Treasurer who shall for the purpose of these Articles be deemed to be the Treasurer.

50. All moneys payable to the Society shall be received by the Treasurer or such other officers of the Society or such Bank as the Council shall appoint to receive the same. The receipts of the Treasurer or such other officer or Banker shall be a sufficient discharge.

BANKERS

51. A banking account shall be kept in the name of the Society. It may be kept at such Bank or Banks as the Council shall from time to time appoint and cheques shall only be drawn signed and endorsed in such manner and by such persons as the council shall from time to time direct

THE SEAL

52. The Seal of the Society shall not be affixed to any instrument except by the authority of a resolution of the Council and in the presence of at least two Members of the Council and of the Secretary and the said Members and Secretary shall sign every instrument to which the Seal shall be affixed in their presence and in favour of any purchaser or person at the time dealing with the Society such signatures shall be conclusive evidence of the fact that the Seal has been properly affixed. A register shall be kept of such dealings.

DISQUALIFICATION OF MEMBERS OF THE COUNCIL

53. The Office of a Member of the Council shall be vacated:

a. If a receiving order is made against him or he makes any arrangement or composition with his creditors

b. If he becomes of unsound mind

c. If he ceases to be a Member or representative of a Corporate Member of the Society

d. If by notice in writing to the Society he resigns his office

e. If he ceases to hold office by reason of any order made under Sections 295­299 of the Act

f. If he is removed from office by a resolution duly passed pursuant to Sections 303 and 304 of The Act

g. If he fails to attend six consecutive meetings of the Council he shall unless the Council otherwise determines be deemed to have retired as a member of the Council and shall not be eligible to serve as a member of the Council for one year after such retirement

ROTATION OF MEMBERS OF THE COUNCIL

54. At each Annual General Meeting of the Society one third of members of the Council elected by the members of the Society for the time being or if their number is not three or a multiple of three then the number nearest one third shall retire from office. Members of the Council to retire every year shall be those who have been longest in office since the last election. As between persons who became Council members on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. A retiring Council member shall be eligible for re­election.

55. The Society shall give notice to all Members not more than one hundred and eighty days and not less than ninety days before the proposed date of the next Annual General Meeting of the Society of those Council members who shall retire at such meeting. The Notice shall state the date on which the next Annual General Meeting of the Society shall be held and the notice shall state that nominations for the Council shall be received by the Secretary during a period of not less than thirty days ending between sixty and one hundred and fifty days before that date.

56. No person not being a member of the Council retiring at the meeting shall unless recommended by the Council for election be eligible for election to membership of the Council at any General Meeting unless within the prescribed time before the day appointed for the meeting there shall have been given to the Secretary notice in writing by some member duly qualified to be present and vote at the meeting for which such notice is given of his intention to propose such person for election and also notice in writing signed by the person to be proposed of his willingness to be elected.

57. The Society may from time to time in General Meeting increase or reduce the number of members of the Council and determine in what rotation such increased or reduced number shall go out of office and may make the appointment necessary for effecting such increase.

58. In addition and without prejudice to the provisions of Sections 303 and 304 of the Act the Society may after the Second Annual General Meeting of the Society shall have been held by Extraordinary Resolution remove any member of the Council before the expiration of his period in office and may by an Ordinary Resolution appoint another qualified member in his stead but any person so appointed shall retain his office so long as the member in whose place he is appointed would have held the same if he had not been removed.

PROCEEDINGS OF THE COUNCIL

59. The Council shall meet together at least three times a year for the dispatch of business adjourn and otherwise regulate their meetings as they think fit and determine the quorum necessary for the transaction of business Unless otherwise determined three shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the Chairman shall have a second or casting vote.

60. The Council shall from time to time elect a Chairman and a Vice­Chairman who between them shall be entitled to preside (the Chairman having precedence) at all meetings of the Council at which they shall be present and the Council may determine for what period they are to hold office. If at any meeting neither the Chairman nor the Vice Chairman is present within five minutes after the time appointed for holding the meeting and willing to preside the members of the Council present shall choose one of their number to act as temporary Chairman until either the Chairman or Vice-Chairman arrives and is willing to preside.

61. A meeting of the Council at which a quorum is present shall be competent to exercise all the authorities powers and discretion by or under the regulations of the society for the time being vested in the Council generally.

62. The Council may delegate any of their powers to sub-committees consisting of such member or members of their body as they think fit. Any sub-committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the Council. Any such regulations may provide for or authorise the co-option to the sub-committee of Members of the Society not being members of the Council or other persons not being Members of the Society and for such co-opted members to have voting rights as members of the sub-committee but so that the number of co-opted members shall not exceed one half of the total number of members of the sub-committee. All acts and proceeding of any such sub-committee shall be reported to the Council as soon as possible.

63. All acts bona fide done by any meeting of the Council or of any committee of the Council or by any person acting as a member of the Council shall notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such member or person acting as aforesaid or that they or any of them were disqualified be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a member of the Council.

64. The Council shall cause proper minutes to be made of all appointments of officers made by the Council and of the proceedings of all meetings of the Society and of the Council and of committees of the Council and all business transacted at such meetings and any such minutes of any meeting if purporting to be signed by the Chairman of such meeting or by the Chairman of the next succeeding meeting shall be sufficient evidence without any further proof of the facts therein stated.

65. A resolution in writing signed by all the members for the time being of the Council or of any committee of the Council who are entitled to receive notice of a meeting of the Council or of such committee shall be as valid and effectual as if it has been passed at a meeting of the Council or of such committee duly convened and constituted.

ACCOUNTS

66. The Council shall cause proper books of account to be kept with respect to:

(a) all sums of money received and expended by the Society and the matters in respect of which such receipts and expenditure take place

(b) all sales and purchases of goods by the Society and

(c) the assets and liabilities of the Society Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the affairs of the Society and to explain its transactions.

67. The books of account shall be kept at the office or subject to Section 222 of the Act at such other place or places as the Council shall think fit and shall always be open to the inspection of the members of the Council.

68. At the Annual General Meeting in every year the Council shall lay before the Society a proper income and expenditure account for the period since the last preceding account made up to a date not more than twelve months before such meeting together with a proper balance sheet made up as at the same date. Every such balance sheet shall be accompanied by proper reports of the Council and the Auditors or Reporting Accountants and copies of such account balance sheet and reports (all of which shall be framed in accordance with any statutory requirements for the time being in force) and of any other documents required by law to be annexed or attached thereto or to accompany the same shall not less than twenty­one clear days before the date of the meeting subject nevertheless to the provisions of Sections 221­223 of the Act be sent to the Auditors or Reporting Accountants and to all other persons entitled to receive notices of General Meetings in the manner in which notices are hereinafter directed to be served. The Auditors' or Reporting Accountants' report shall be open to inspection and be read before the meeting as required by Section 241 of the Act.

AUDIT

69. Once at least in every calendar year the accounts of the Society shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified Auditor or Auditors or Reporting Accountants.

70. Auditors or, if permitted by law, Reporting Accountants shall be appointed and their duties regulated in accordance with the Companies Acts and regulations made thereunder for the time being in force. The members of the Council shall be treated as the Directors mentioned in those Acts.

NOTICES

71. A notice may be served by the Society upon any Member either personally or by sending it through the post in a prepaid letter addressed to such Member at his registered address as appearing in the register of Members

72. Any members described in the register of members by an address not within the United Kingdom who shall from time to time give the Society an address within the United Kingdom at which notices may be served upon him shall be entitled to have notices served upon him at such address but save as aforesaid and as provided by the Act only those Members who are described in the register of Members by an address within the United Kingdom shall be entitled to receive notices from the Society.

73. Any notice if served by post shall be deemed to have been served three days after the date on which the letter containing the same is put into the post and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office as a prepaid letter.

DISSOLUTION

74. Clause 7 of the Memorandum of Association relating to the winding up and dissolution of the Society shall have effect as if the provisions thereof were repeated in these Articles

INDEMNITY

75. Subject to the provisions of the Act these Articles and of the Memorandum of the Society every member of the Council, Auditor, Reporting Accountants, Secretary or other officer of the Society shall be entitled to be indemnified by the Society against all costs charges losses expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto.

Names and Addresses and Descriptions of Subscribers

Dated this 16th day of May 1987

Witness to the above signatures:

R. Leslie Brown, 35 Dorchester Avenue, Glasgow, G12 0EQ School Teacher

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