Articles of Association

THE COMPANIES ACT 2006

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION – of – GLOBAL THINKERS FORUM (GTF)

1. Name and Registered Office

1.1 The name of the Forum is Global Thinkers Forum (GTF).

1.2 The registered office of the Forum is to be in England and Wales.

2. Interpretation

2.1 The interpretation provision in Article 23 shall apply.

2.2 Any word or expression that appears in bold type on the first occasion that it is used in the Articles is defined in Article 23.

3. Objects

3.1 The objects of the Forum are

3.1.1 the advancement of excellence in leadership through collaboration, education in the practice of leadership and allied fields; the advancement of knowledge transfer and knowledge exchange in governance, innovation, technology, media, entrepreneurship, CSR, the arts and science;

3.1.2 the advancement of entrepreneurship, business, social development and positive change through the empowerment of underprivileged communities, groups of people and youth, in particular by promoting, encouraging and recognising the achievement of high standards in leadership and allied fields through the GTF Awards for Excellence and other initiatives.

3.1.3 benefit communities

3.1.4 promote the public good

3.1.5 promote cross cultural understanding

3.1.6 social purpose

4. Powers

The Forum has the following powers, which may be exercised only in promoting the

Objects:

4.1 to organise or support the organisation of conferences, events, gatherings, lectures, discussions, exhibitions, seminars, discussions, debates, awards ceremonies, public meetings and training programmes;

4.2 to promote or carry out research in the fields of leadership, knowledge exchange, ICT, innovation, public governance, entrepreneurship, CSR;

4.3 to publish research reports, journals, periodicals and other materials in any medium;

4.4 to award prizes or other awards provided that no member of the Board of Advisors or Global Growth shall be eligible for any prize or award in the form of money;

4.5 to establish and maintain, extend and improve a library, historical archives and other facilities;

4.6 to provide advice;

4.7 to acquire any real and personal estate which may be deemed necessary or convenient for any of the purposes of the Forum and to make planning applications, applications for consent under bye-laws or building regulations or other similar applications;

4.8 to sell, manage, lease, mortgage, dispose of, or otherwise deal with all or any part of the property of the Forum, subject to such consents as may be required by law;

4.9 to accept any gift of property, whether subject to any special trust or not;

4.10 to raise funds; to apply for and receive grants

4.11 to borrow and raise money in such manner as the Forum may think fit;

4.12 to make grants or loans of money and to give guarantees;

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

4.14 to draw, make, accept, endorse, discount, negotiate, execute and issue promissory notes, bills, cheques and other instruments and to operate bank accounts;

4.15 to deposit or invest funds in any manner (but to invest only after obtaining advice from a Financial Expert, unless the Management and Executive Board reasonably conclude that in all the circumstances it is unnecessary or inappropriate to do so, and having regard to the suitability of investments and the need for diversification);

4.16 
whenever necessary to delegate the management of investments to a Financial Expert, but only on terms that:

(a) require the Financial Expert to comply with any investment policy (and any revision of that policy) set down In Writing for the Financial Expert by the GTF Management;

(b) require the Financial Expert to report every transaction to the GTF Management promptly;

(c) require the Financial Expert to review the performance of the investments with the GTF Management regularly;

(d) entitle GTF Management to cancel the delegation arrangement at any time;

(e) require the investment policy and the delegation arrangement to be reviewed with the GTF Management at least once a Year;

(f) require all payments to the Financial Expert to be on a scale or at a level which is agreed in advance and to be notified promptly to GTF Management on receipt; and

(g) prohibit the Financial Expert from doing anything outside the powers of GTF Management;

4.17 to arrange for investments or other property of the Forum to be held in the name of a nominee (being a corporate body controlled by the GTF Management or by a Financial Expert acting under the instructions of the GTF Management) and to pay any reasonable fee required;

4.18 to insure the property of the Forum against any foreseeable risk and take out other insurance policies to protect the Forum when required;

4.19 to insure the GTF Management against the costs of a successful defence to a criminal prosecution brought against them or against personal liability incurred in respect of any act or omission which is or is alleged to be a breach of trust or breach of duty, unless the Member concerned knew that, or was reckless whether, the act or omission was a breach of trust or breach of duty;

4.20 subject to Article 5, to employ officers, employees and workers and to engage consultants, advisers, agents and volunteers;

4.21 to provide and contribute to superannuation or pension funds for the officers, employees and workers of the Forum or any of them or otherwise to make provision for such officers employees and workers, their widows and children;

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

4.23 to arrange for the amalgamation or merger of the Forum with any charitable organisation the purposes of which in the opinion of the Governance Board are similar to the purposes of the Forum either alone or as amalgamated;

4.24 to establish or acquire subsidiary companies; and

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

5. The Board of Advisors

5.1 the members of the Board of Advisors work closely with GTF Management to achieve the mission and goals of the organization and may serve on Board Committees such as Fundraising and Board Growth, Brand Effectiveness, Operations, Programmes’ Development, and Investment and Finance committees.

5.2 As acknowledgment of their contribution and support to the founding and expansion of GTF and its activities, the General Assembly may appoint authorities or other personalities, or public or private institutions as honorary members.

5.3 Leaders who have received the GTF Awards for Excellence may be invited to join the GTF as Honorary Members of the Board of Advisors. At the proposal of the GTF Management or/and Board of Advisors, GTF may also invite leaders, entrepreneurs, journalists, renowned experts, academics, scientists or scholars to become advisors of GTF as Honorary Members or by paying an annual Membership fee.

6. The GTF Management (Executive Board)

6.1 The GTF Management (Executive Board) may consist of members holding honorary positions offering their expertise and services voluntarily or/and receiving financial compensation, dependent on the nature of their work and duties:

(a) number (not exceeding ten) of Executive Board persons will be co-opted by the GTF Management, as the GTF Management and Board may from time to time decide;

6.2 No person shall be eligible to hold or retain office on the Board of Advisors unless he or she is a Full Member of the Forum (paying member) or has been selected from the GTF Management as Honorary Member of the Forum.

7. Powers of the GTF Management

7.1 The business of the Forum shall be managed by the GTF Management, who may exercise all such powers of the Forum as are not by the Companies Act or by the Articles required to be exercised by the Forum in General Meeting, subject nevertheless to any regulations of the Articles, to the provisions of the Companies Act, and to such regulations (not inconsistent with the aforesaid regulations or provisions) as may be prescribed by the Forum in General Meeting, but no regulation so made by the Forum shall invalidate any prior act of the Forum which would have been valid if such regulation had not been made. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the GTF Management by any other Article.

7.2 The GTF Management shall have power from time to time to adopt and make, alter or revoke, regulations and bye-laws for the regulation of the Forum and otherwise for the furtherance of the purposes for which the Forum is established, provided that such regulations and bye-laws are not repugnant to the Articles and do not amount to or involve such an alteration of or addition to the Articles as could only lawfully be made by a Special Resolution.

No member shall be absolved from such regulations and bye-laws by reason of not having received a copy of the same, or of any alterations or additions thereto, or having otherwise no express notice of them.

It is expressly declared that without prejudice to the powers of the GTF Management to make regulations and bye-laws on other matters the following shall be deemed to be matters which may be governed by regulations and bye-laws within the meaning of this Article:

(a) as to grades of membership of the Forum;

(b) as to whether each grade of membership shall confer the right to vote at General Meetings of the Forum provided that the GTF Management may not remove the right of any grade of member to vote without the consent of the Forum by Ordinary Resolution at a General Meeting;

(c) as to the persons eligible for membership of the Forum and the conditions on which persons shall be admitted to membership of the Forum, including entrance fees and annual subscriptions (if any) payable in respect of membership of the Forum;

(d) as to the rules for the constitution and procedures of Centres, including regulations for meetings of the Centres Council and for the restructuring, amalgamation and dissolution of Centres; and

(e) as to the rules for the election of members of the GTF Management, Board of Advisors and Global Growth Board pursuant to paragraphs (e), (f) and (g) of Article 5.1.

(f) as to interviewing and hiring permanent staff or freelancers; GTF does not provide reasons for accepting or rejecting job applications and it may not respond to applicants at all; hiring staff or freelancers is purely at the management’s judgment and discretion and it may be unrelated to applicants’ CVs or qualifications;

(g) as to offering/announcing internship positions; GTF does not provide reasons for accepting or rejecting internship applications and it may not respond to applicants at all; collaborating with interns is purely at the management’s judgment and discretion and it may be unrelated to applicants’ CVs or qualifications; internship positions are unpaid;

(h) as to offering/announcing volunteer openings; GTF does not provide reasons for accepting or rejecting volunteer work applications and it may not respond to applicants at all; collaborating with volunteers is purely at the management’s judgment and discretion and it may be unrelated to applicants’ CVs or qualifications; volunteer positions are unpaid;

7.3 The GTF Management may delegate any of their powers to the Executive Board consisting of such member or members of the Forum as they shall think fit (may include senior employees of the Forum) and any committee so formed shall, in the execution of the powers so delegated, conform with any regulations imposed on it by the GTF Management.

7.4 The Executive Board shall have power to:

(a) execute meetings

(b) negotiate on behalf of GTF

(c) manage logistics and day to day matters relating to GTF proceedings

(d) establish further advisory sub-committees as it may see fit;

7.5 All proceedings of Executive Board (including any sub-committees established by the Executive Board) must be reported to the Board of Advisors.

8. Global Growth Board

The GTF Global Growth Board (GGB) consists of representatives of leading local and international organizations who support GTF by paying an annual Membership fee and by providing also valuable insight into the local business and political environment that aids in the design of the GTF events defining the direction of the organization’s global growth. The members of the Board also contribute to GTF long term sustainability, actively participating in many of its programs and functions.

9. Proceedings of the Board of Advisors

9.1 The Board of Advisors shall unless otherwise determined by them hold at least one meeting or conference call in each calendar year. A meeting of the Board of Advisors may be held either in person or by telephone or other suitable electronic or other means agreed by the GTF Management and Advisors in which all participants may communicate with each other.

9.2 Questions arising at any meeting shall be decided by a majority of votes of the members participating in the meeting, provided that in cases of an equality of votes the person presiding over the meeting shall have a second or casting vote.

9.3 All meetings of Board of Advisors shall be convened by at least one week’s previous notice In Writing unless, in the opinion of the GTF Management, it is necessary to convene a meeting at shorter notice, in which case a meeting may be convened and held with the consent of not less than two-thirds in number of the members of Board of Advisors for the time being entitled to participate.

With each such notice there shall be sent an agenda of the business to be discussed at such meetings.

9.4 A meeting of the Board of Advisors shall be summoned, at the request of the GTF Management or of any three members of the Executive Board, by means of a notice served upon the several members of Board of Advisors.

9.5 A GTF Advisory Board Member must avoid a situation in which he/she has an interest or duty that conflicts or possibly may conflict with the interests of the Forum. This duty is not infringed if:

(a) the situation cannot reasonably be regarded as likely to give rise to a conflict of interest;

(b) the situation is authorised by the GTF Management in accordance with Article 7.8; or

9.6 If a conflict of interests arises for a GTF Advisory Board Member, the unconflicted GTF Advisory Board Members may authorise such a conflict of interests provided that:

(a) the procedure in Article 7.9 is followed;

(b) authorisation will not result in any direct or indirect Material Benefit being conferred on any Advisory Board Member or any Person Connected to an Advisory Board Member that would not be permitted by Article 8; and

(c) the unconflicted GTF Advisory Board Members consider it is in the best interests of the Forum to authorise the conflict of interest in the circumstances.

9.7 Whenever a GTF Advisory Board Member has an interest in a matter to be discussed at a meeting of the GTF Management or Governance Board (unless the matter is the purchase of a Member’s indemnity insurance in accordance with Article 4.20) the GTF Advisory Board Member concerned must:

(a) declare his/her interest before discussion begins on the matter;

(b) withdraw from the meeting for that item unless expressly invited to remain in order to provide information;

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

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

9.8 All acts bona fide done by any meeting of the Board of Advisors or by any person acting as a member of the Board of Advisors, 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 Board of Advisors.

9.9 The Board of Advisors shall cause proper minutes to be made of all appointments of officers made by the Board of Advisors and of the proceedings of all meetings of the Forum and of the Board of Advisors, and all business transacted at such meetings, and any such minutes of any meeting if purporting to be signed by the GTF Management shall be sufficient evidence without any further proof of the facts therein stated.

9.10 A resolution In Writing signed by all the members for the time being of the GTF Management or Executive Board shall be as valid and effectual as if it had been passed at a meeting of the Board of Advisors.

10. Benefits To Members

10.1 The income and property of the Forum must be used only for promoting the Objects 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 the members of the Forum provided that nothing herein shall prevent the payment in good faith of:

10.1.1 reasonable and proper remuneration to any officer or member of the staff of the Forum or to any member of the Forum in return for any services actually rendered to the Forum, considering there is agreement In Writing that these services are not voluntary; or

10.1.2 interest at a rate not exceeding 5 per cent per annum on money lent; or

10.1.3 reasonable and proper rent for premises demised or let by any member to the Forum;

10.2 No member of the Global Growth Board shall be appointed to any salaried office of the Forum or any office of the Forum paid by fees, and no remuneration or other benefit in money or money’s worth shall be given by the Forum to any member of the Global Growth Board, except:

10.2.1 repayment of out of pocket expenses; or

10.2.2 interest at the rate aforesaid on money lent; or

10.2.3 reasonable and proper rent for premises demised or let to the Forum;

provided that nothing herein shall prevent payment to any company of which a member of the Global Growth Board may be a member, and in which such member shall not hold more than one hundredth part of the capital, and such member shall not be bound to account for any share of profits he may receive in respect of any such payment.

11. Partners and the Partners Network

11.1 The work of the Forum shall be promoted and supported by a network of Partners which shall be constituted as ‘strategic partners’ of the Forum. Each partner will appoint one or two representatives of the organization at the Forum.

11.2 The GTF Management shall be in charge for all communications or meetings with Partners or/and Partners Network. The Partners Network function shall be to promote GTF’s goals and objective, enhance communication between various parties and initiatives which may benefit from GTF’s operations and it shall comprise and international network of strategic partners.

11.3 Meetings of the Partners Network shall be chaired by the GTF Management.

12. Membership

12.1 The Forum must maintain a register of Full Members, if any, in accordance with the Companies Act.

12.2 The members of the Forum shall be such persons as are already members of the Forum at the date of the adoption of these Articles and such other persons as the Global Growth Board shall admit to membership in their absolute discretion.

12.3 There are three different classes of membership and prescribe their respective privileges and duties: Honorary Member, Subscribed Member of the Advisory Board (paying membership), Global Growth Board Member (paying membership).

12.4 Every member shall to the best of such member’s ability further the Objects, interest and influence of the Forum and shall observe all the regulations and bye-laws of the Forum.

12.5 The membership of any member who shall fail to observe any of the regulations or bye-laws of the Forum or whose continuing membership of the Forum would, in the reasonable opinion of the GTF Management, be contrary to the best interests of the Forum may be terminated by a resolution of the Board of Advisors in accordance with the following procedure:

(a) a meeting of the GTF Management shall be convened for the purpose of terminating the membership of such member;

(b) a member whose membership has been terminated under this Article 11.5 shall have no claim to a return of the money paid to the Forum on entry as a member thereof, or by way of annual or other voluntary contribution as the case may be and shall cease to be a member of the Forum.

12.6 Membership is terminated automatically:

(a) if the member concerned gives Written notice of resignation to the Forum;

(b) if the member concerned dies; or

(c) if any membership subscription due from the member concerned shall be unpaid for six months, provided that any such membership may be reinstated at the discretion of the GTF Management on payment of the relevant subscription.

12.7 Membership of the Forum is not transferable.

13. Capital.

13.1 The Forum’s capital is composed of all assets that may be gathered from membership levels or/and freely donated to GTF by individuals, corporations, or institutions, as well as funds received from GTF’s remunerated/ticketed/sponsored activities, or subsidies of any kind.

13.2 The Forum’s capital is used to run its day to day operations and with the purpose to serve its mission and promote its growth.

14. General Meetings

14.1 The Forum shall hold a General Meeting in every year as its Annual General Meeting at such time and place as may be determined by the GTF Management.

14.2 General Meetings may be convened on a resolution of GTF Management and shall be convened pursuant to a requisition of Advisory Board Members in accordance with the provisions of the Companies Act.

14.3 Advisory Board Members are entitled to attend general meetings personally or by proxy. General meetings are called on at least 14 Clear Days’ Written notice specifying the business to be discussed. The accidental omission to give notice of a meeting to or the non-receipt of such notice by, any person entitled to receive notice thereof shall not invalidate any resolution passed, or proceeding had, at any meeting.

14.4 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, ten Advisory Board Members present in person or by proxy shall be a quorum.

14.5 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 Advisory Board 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 Governance Board shall appoint, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting the Full Members present shall be a quorum.

14.6 The GTF Management will appoint the Chair of the Board of Advisors meeting, who shall preside at every General Meeting but if at any meeting he or she declares that he or she does not wish to preside or is not present at the time appointed for holding the same, one of the other GTF Advisory Board Members shall preside, or if none shall be willing to preside, the Advisory Board Members present shall choose some Advisory Board Member of the Forum who shall be present to preside.

14.7 The person presiding over a General Meeting may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn a 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.

15. Voting at General Meetings

15.1 At any General Meeting, unless where otherwise provided by the Companies Act, every issue is decided by a majority of the votes cast.

15.2 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 before or upon the declaration of the result of the show of hands demanded by the person presiding over the meeting or by at least three Advisory Board Members present in person or by proxy, and unless a poll be so demanded a declaration by the person presiding over 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 Forum shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

15.3 If any votes shall be counted which ought not have been counted or might have been rejected, the error shall not vitiate the resolution unless it be pointed out at the same meeting or at any adjournment thereof and not in that case unless it shall in the opinion of the person presiding over the meeting be of sufficient magnitude to vitiate the resolution.

15.4 Subject to the provisions of Article 13.5, if a poll be demanded in manner aforesaid it shall be taken at such time and place and in such manner as the person presiding over 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.

15.5 No poll shall be demanded on the election of a person to preside over a meeting or on any question of adjournment.

15.6 The demand of 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.

15.7 Subject to Article 14.8, every Advisory Board Member present in person or by proxy has one vote on each issue.

15.8 A person who has been appointed as proxy for more than one member has only one vote on a show of hands. Student members, e-members and futures members have no voting rights.

16. Procedures for nominations for the GTF Awards for Excellence

16.1 The GTF Awards go to some of the most intelligent, innovative, accomplished and socially responsible thought leaders. Extraordinary achievements, unique ideas, excellent management, artistic creativity, ethical reporting will be honoured at the GTF Awards Ceremonies.

16.2 All nominated entities must have a proven record of high integrity, recognition and can serve as role model for successful leadership, forward thinking and positive change.

16.3 GTF receives nominations from the GTF Advisory Board, Global Growth Board as well as the public; Honorees are selected by the GTF Executive Board and GTF Board of Advisors.

17. Records and Accounts

17.1 The GTF Management must comply with the requirements of the Companies Act and of the Charities Act as to the keeping of statutory books, financial records, the audit of accounts and the preparation and transmission to the Registrar of Companies and the Commission of:

(a) annual reports;

(b) annual returns; and

(c) annual statements of account.

17.2 The GTF Management must keep proper records of:

(a) all resolutions of members passed otherwise than at a general meeting;

(b) all proceedings at general meetings;

(c) all proceedings at meetings of the Board;

(d) all reports of committees; and

(e) all professional advice obtained.

17.3 The records referred to in Articles 14.2(a), 14.2(b) and 14.2(c) must be kept for 10 years from the date of the resolution or general meeting, as relevant.

17.4 Accounting records relating to the Forum must be made available for inspection by any GTF Advisory Board Member or GGB Member at any reasonable time during normal office hours and may be made available for inspection by members only.

17.5 A copy of the Forum’s latest available statement of account or annual report must be supplied on request to any Board Member, free of charge. A copy of either document must also be supplied within two months to any other person who makes a Written request for it and pays the Forum’s reasonable costs.

18. Communication with Members

18.1 The Forum may validly send or supply any document (including any notice) or information to a member:

(a) by delivering it by hand to the address recorded for the member in the register of members;

(b) by sending it by post or courier in an envelope (with postage or delivery paid) to the address recorded for the member in the register of members;

(c) by fax to a fax number notified by the member In Writing;

(d) by electronic mail to an email address notified by the member In Writing; or

(e) by means of a website the address of which has been notified to the member In Writing;

in accordance with this Article 18.

18.2 The Forum may only send a document or information to a member by electronic mail:

(a) where the member concerned has agreed (either generally or in relation to the specific document or information) that it may be sent in that form; and

(b) to the address specified for that purpose by the member.

18.3 A member will be deemed to have agreed to the supply of a document or information via a website if the following conditions are met:

(a) the member has been asked individually by the Forum to agree that it may send or supply documents or information generally, or the documents or information in question, to the member by means of a website; and

(b) the request under (a) above stated clearly what the effect of a failure to respond would be; and

(c) the Forum has not received a response within the period of 28 days beginning with the date on which the request was sent; and

(d) the Forum complies with the requirements of Articles 17.4 and 17.5,

but a member will not be deemed to have agreed to the supply of a document or information if the Forum’s request was sent less than twelve months after a previous request in respect of the same or a similar class of documents or information.

18.4 When supplying information or a document via a website, the Forum must notify each intended recipient of:

(a) the presence of the document or information on the website;

(b) the address of the website;

(c) the place on the website where it may be accessed; and

(d) how to access the document or information.

18.5 Where information or a document is supplied to members via a website in accordance with this Article, the document or information must remain on the website:

(a) in the case of notice of a general meeting, until after the general meeting has ended; and

(b) in all other cases, for 28 days beginning with the date on which the Forum sent notification pursuant to Article 18.4.

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

(a) 24 hours after being sent by electronic mail or fax or delivered by hand to the relevant address;

(b) two Clear Days after being sent by first class post to the relevant address;

(c) three Clear Days after being sent by second class or overseas post to the relevant address;

(d) on the date on which the notice was posted on a website (or, if later, the date on which the member was notified of the posting on the website in accordance with Article 18.4);

(e) on being handed to the member personally; or if earlier

(f) as soon as the member acknowledges actual receipt.

18.7 A technical defect in the giving of notice of which the Governance Board is unaware at the time does not invalidate decisions taken at a meeting.

18.8 Members may validly send any notice or document to the Forum:

(a) by post to

(i) the Forum’s registered office; or

(ii) any other address specified by the Forum for such purposes;

(b) to any fax number or email address provided by the Forum for such purposes.

19. Disputes

If a dispute arises between members about the validity or propriety of anything done by the members under the Articles and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.

20. Guarantee

The liability of members is limited.

21. Indemnity

The Forum shall indemnify every GTF Advisory Board Member in respect of any Relevant Liabilities Properly Incurred in running the Forum.

22. Winding Up

22.1 The Forum may at any time before, and in expectation of, its dissolution resolve that any assets remaining after provision has been made for all its liabilities be applied in one or more of the following ways:

(a) by transfer to one or more other bodies established for exclusively charitable purposes within, the same as or similar to the Objects;

(b) directly for the Objects or charitable purposes within or similar to the Objects;

(c) in such other manner consistent with charitable status as the Commission approves In Writing in advance.

22.2 A final report and statement of account must be sent to the Commission.

23. Interpretation

23.1 In the Articles:

Articles

means these articles of association;

Network

means a regional or international network constituted under Article 11.1;

Partners Network

means the body established under Article 11.2;

President

means the president of the GM;

Charities Act

means the Charities Act 2011;

Clear Days

means the period excluding the day when the notice is deemed to be given and the day for which it is given or on which it is to take effect;

Commission

means the Charity Commission for England and Wales;

Companies Act

means the Companies Act 2006;

Financial Expert

means an individual, company or firm who is an authorised person or an exempted person within the meaning of the Financial Services and Markets Act 2000;

Advisory Board Members

means members of the Forum who are Honorary members or have subscribed to the Forum as Advisory Board Members by payment in full of such annual subscription fee as the GTF Management may from time to time prescribe and, for the avoidance of doubt, shall not include Global Growth Board Members, student members, e-members or Futures members;

Material Benefit

means a benefit which may or may not be financial but which has a monetary value;

Objects

means the objects of the Forum set out in Article 3;

Ordinary Resolution

means a resolution of the members that is passed by a simple majority;

Person Connected to a GTF Board Member

means (a) a child, parent, grandchild, grandparent, brother or sister of a GTF Board Member; (b) the spouse or civil partner of a GTF Board Member or anyone falling within paragraph (a); (c) a person carrying on business in partnership with a GTF Board Member or with any person falling within paragraph (a) or (b); (d) an institution which is controlled by a GTF Board Member or by any person falling within paragraphs (a) (b) or (c) (or which is controlled by any two or more such persons when taken together); (e) a body corporate in which a GTF Board Member or any person within paragraphs (a) to (c) has a substantial interest (or in which two or more such persons, taken together, have a substantial interest);

Properly Incurred

means incurred otherwise than in connection with any negligence, default, breach of duty or breach of trust in relation to the Forum;

Relevant Liability

means a liability incurred by a GTF Board Member (acting in that capacity) towards a third party, other than liability

(a) to pay a criminal fine;

(b) to pay a sum to a regulatory authority regarding non-compliance with a regulatory duty (however arising);

(c) for defending criminal proceedings in which he is convicted;

(d) for defending civil proceedings in which judgment is given against him;

(e) in connection with an application for relief from the Court (under the Court’s power to relieve from liability in cases of honest and reasonable conduct) in which the Court refuses to grant relief;

and for the avoidance of doubt, does not include any liability of the Board Member towards the Forum;

Forum

means the company governed by the Articles;

Special Resolution

means a resolution of the members of the Forum that is passed by a majority of 75% or more;

GGB Member

means a member of the Global Growth Board of the Forum;

Written or In Writing

refers to a legible document on paper or a document which can be printed onto paper including a fax message or electronic mail;

Year

means calendar year.

23.2 Except where the context requires otherwise, expressions defined in the Companies Act have the same meaning in the Articles.

23.3 References to one gender shall include any other gender.

23.4 GTF Management retains the right to make changes to the Articles of Association

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