Iraqi Charity Forum
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The Companies Acts 1985 and 1989
Company Limited by Guarantee and not having a Share Capital

MEMORANDUM OF ASSOCIATIN OF
IRAQI CHARITIES FORUM

1. Name

The name of the Company is "Iraqi Charities Forum"; (hereinafter referred to as the Company) whose acronym will be ICF.

2. Registered Office

The registered office of the Company shall be situated in England and Wales

4. Objects

The objects for which the Company is established are to promote the efficiency and effectiveness of charities and the efficient use of charitable resources in Iraq and the United Kingdom by providing information, guidance, training and technical and professional support and assistance. 

5. Powers

The Company shall have the following powers exercisable in furtherance of its said aims and objects but not further or otherwise:

  • to seek to infill for the lack of access to technical and managerial support available to charitable Iraqi community organisations and those seeking charitable status.
  • to co-operate with any other body, authority or department, national, municipal, local or otherwise.
  • to provide training and  consultancy,  advice and information and strategic co-ordination and capacity building services to Iraqi charitable community organisations
  • to support Iraqi community organisations to develop service strategies, build local and cross-sectoral partnerships, and to attract new sources of  funding;
  • to launch, promote and conduct an appeal or appeals or public meetings or otherwise as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Company to be applied in furthering and effecting the objects of the Company.
  • to undertake or sponsor research and to promulgate the useful results thereof
  • subject to such consents as required by law to borrow and raise money for the purposes of the Company in such manner and on such security as the Company may think fit.
  • to invest the money of the Company 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;
  • to accept by way of gift, purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges and to construct, maintain and alter any buildings or structures;
  • subject to consent as required by law to sell, let, mortgage, dispose of or turn to account all or any of the property or assts of the Company as may be thought expedient with a view to the promotion of its objects;
  • to draw, accept and negotiate bills of exchange, promissory notes, cheques and other negotiable instruments and to open and operate banking accounts and other facilities in the name of the Company;
  • to make charges, including nominal charges or no charge in respect of the work or services of the Company;
  • subject to Clause 6 hereof,  to employ and pay any person or persons to supervise, organise, carry on the work of and advise the Company and to pay reasonable annual sums or premiums for or towards the provision of pensions or retirement benefits for officers or servants for the time being of the Company or their dependants;
  • to do all or any of  the things authorised either alone or in conjunction with  any other organisation, institution, society or body which has either wholly or in part the same charitable objects as the Company;
  • to accept gifts subscriptions and donations, to issue appeals, hold public meetings and take such other steps as may be required for the purpose of obtaining  contributions to the funds of the Company provided that the Company shall not undertake any permanent trading activities in raising funds for its charitable objects;
  • to enter into any contract of insurance whatsoever in respect of any matter in which the company has an insurable interest and in particular, but without derogating from the generality of the foregoing, in connection with any real or personal property in which the Company shall have an interest or with any acts or omissions done by persons employed by the Company or any officers, voluntary workers or members of the Company, including indemnity insurance in respect of any fraudulent, negligent or other tortious acts by any such persons and in respect of risks incurred by such persons in the course of their duties as may be thought fit;
  • to undertake and execute any charitable trusts necessary for the furtherance of the objects of the Company;
  • to establish and support or aid the establishment and support of any charitable trusts, associations or institutions and to make any donation or subscribe or guarantee money for charitable purposes in any way connected with or calculated to further any of the objects of the Company;
  • to write, print and publish, or procure to be written, printed and published, to circulate, or procure to be circulated, and to translate or procure to be translated (whether gratuitously or not) any newspapers, periodicals, magazines, books, pamphlets, leaflets, or other documents or films or recorded tapes;
  • to hold exhibitions, meetings, lectures, classes, seminars and courses either alone or with others;
  • to amalgamate with any company institution society or association which is charitable at law and has objects altogether or mainly similar to those of the Company;
  • to establish, where necessary, local branches ( whether autonomous or not );
  • to provide evidence for government and other enquiries;
  • to pay all or any expenses incurred in connection with promotion, formation and incorporation of the Company;
  • to do all such other lawful things as are necessary for the attainment of the above objects or any of them.

Provided that:

  • in case the Company shall take or hold any property which may be subject to any trusts, the Company shall only deal with or invest the same in such manner as allowed by law, having regard for such trusts.
  • in case the Company shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Company 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 Management Committee of the Company 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 and defaults, and for the due administration of such property in the same manner and to the same extent as if no incorporation had been affected and the incorporation of the Company shall not diminish or impair any control or authority exercisable by the Chancery Division or the Charity Commissioners over such Management Committee but they shall as regards any such property be subject jointly and separately to such control or authority as if the Company were not incorporated.

6. The income and property of the Company shall be applied solely towards the promotions 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 company and no member of its Management Committee shall be appointed to any office of the company paid by salary or fees, or receive any remuneration or other benefit in money's worth from the Company.

Provided that nothing herein shall prevent any payment in good faith by the Company:

  • of reasonable and proper remuneration any member, officer or servant of the Company (not being a member of its Management Committee) for any services rendered to the company:
  • of interest of money lent by any member of the Company or its Management Committee a rate not exceeding 2 per cent below the base rate for the time being of a clearing bank selected by the Management Committee or 3 percent whichever is greater.
  • of reasonable and proper rent for premises demised or let by any member of the Company or the Management Committee:
  • to any member of its Management or Sub- Committee, appointed by the Management Committee of reasonable out of pocket expenses
  • to a Company of which a member of the Management Committee may be a member  holding not more one-hundredth part of the Capital of such Company;
  • of the usual professional charges for business done by any director who is a solicitor, accountant or other person engaged in a profession or by any partner of his or hers when instructed by the company to act in a professional capacity on its behalf. A director must withdraw from any meeting where his/her engagement or remuneration, or that of his/her partners, is being discussed. 

7. No addition, alteration or amendment shall be made to or in the provisions of the Memorandum or Articles of Association  for the time being in force, which would have the effect that the company shall cease to be a company to which section 30 of the Companies Act 1985 applies, that is a company which is exempted because of its objects from the requirement to include "limited " in its name.

8. The liability of members is limited.

9. Every member of the Company undertakes to contribute to the assets of the Company in the event of  the same being wound up while he, she or it is a member, or within one year after ceasing to be a member for the payment of the debts and liabilities of the company contracted before he, she or it ceased to be a member and of the costs charges and expenses of winding up, and for the adjustment of the rights of the contributors among themselves, such amount as may be required not exceeding one pound.

10.  The company may be dissolved by a resolution passed by a two third majority of those present and voting at a Special General Meeting of which 21 days notice shall have been given. If upon winding up or dissolution of  the Company there remains, after the satisfaction of all debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members of the Company, but shall be given or transferred to some charitable institution or institutions having objects similar to the objects of the Company and which shall prohibit the distribution of its assets to an extent at least as great as is imposed on the Company under or by Virtue of Clause 4 of this memorandum, such institution or institutions to be determined by the members of the company at or before the time of dissolution and if and so far as effect cannot be given to such provision, then to some other charitable object.

 

The Companies Acts 1985 and 1989
Company Limited by Guarantee and not having a Share Capital

ARTICLES OF ASSOCIATION
OF IRAQI CHARITIES FORUM
 
1. In this document the words in the first column of the Table have the meaning set out in the second column, if not inconsistent with the subject or context -

The Act

The Companies Acts 1985 and
1989 and any statutory modification and regulations of the company for the
time being in force

These Articles

These Articles of Association and
the regulations of the company from
time to time in force

The company

This company

The management committee

The Board of Directors for the time
being of the company

The Office

The registered office of the company

The United Kingdom

Great Britain and Northern Ireland

Month

Calendar month

In writing

Written, printed or lithographed, or
partly one and partly another, and
other modes of representing or
producing words in a visible form

Clear days

In relation to a period of notice
means that period excluding the day
on which the notice is given or
deemed to be given and the day for
which it is given or on which it is to
take effect

Post                                              

Includes electronic mail

Subscribers 

who propose to be the company’s
first directors

Words importing the singular number only shall include the plural number and vice versa
Words importing the masculine gender only shall include the feminine gender
Words importing persons shall include registered companies
Subject to the above, any words or expressions defined in the Act shall, if not inconsistent with the subject or context, bear the same meanings in the Articles.

2. The Company is established for the purposes expressed in the Memorandum of Association.

 

Membership

3. Iraqi Charities Forum is committed to equal opportunities and opens its membership to any organisation or person who supports its aims and objectives. The categories of membership available to different organisations or individuals are defined in these Articles.
                                     
4. Membership is open to individuals, Iraqi charitable organisations, non-governmental and non-profit-making organisations whose aims are compatible with the objectives of the Company

5. The number of members with which the Company proposes to be registered is unlimited.

6. The subscribers to the Memorandum of Association and such other persons as the Committee shall admit to membership shall be members of the company.
           
7. Membership is obtained through an application procedure confirming support for the Aims and Objectives of the Company. To be full voting members of the Company, Organisations seeking membership must be properly constituted and must provide a copy of their governing document.  There will be a voluntary annual membership fee £5.

Application for membership of the Company may be made by applicants who are:

(i)

  1. Representatives of charitable organisations and NGOs in the area of benefit.
  2. The Co-ordinators and other staff of organisations representing those communities.
  3. Representatives of non-Iraqi organisations providing specific services for Iraqi community in the area of benefit.

(ii) The committee may grant affiliate membership of the company ("affiliate members") to organisations, donors, individuals, or volunteers and may invite affiliate members and observers to attend at General Meetings. Affiliate members and observers shall not be entitled to vote at General Meetings.

8. The committee shall have the right to approve and reject applications for membership PROVIDED THAT:-

  1. each organisation shall appoint one individual to represent it and vote on its behalf at general meetings ("the first representative") and may appoint a deputy representative ("deputy representative" ) who shall be entitled to receive notice of and may attend meetings but who may only vote at meetings at which the first representative is not personally present;;
  2. The appointment or removal of representatives shall be notified by the governing body of the charitable organisation to the Secretary in writing or in any manner approved by the Committee;
  3. Any decision of the Chair of the Committee that any person is or is not validly appointed representative shall not be open to challenge.

 

9. Membership is renewable annually by the 1st of the month following the month in which the organisation first joined. Reminders will be sent in advance.

Termination of membership

10. An organisation which is dissolved ceases to be a member of the Company.

11. A representative member shall cease to be a member if replaced by another representative by the governing body of the nominating organisation.

12. Any organisation which fails to renew its contribution or to opt out by the 1st of the month following the month in which it joined will be sent a reminder with one month's notice at which point membership will automatically terminate unless payment is made or an opt out indicated.

13. Membership will be terminated if a member contravenes the objectives of the Company and/or acts in a manner prejudicial to the interests of the Company.

14. A member ceases to be a member upon the passing of a resolution passed by small majority of the Management Committee terminating membership. The member concerned shall be invited to attend and be heard at the Committee meeting at which the resolution is considered.

Annual General Meeting

15. The Company will hold an Annual General Meeting (AGM) which will review and determine as required, the policy of the Company in accordance with its objectives. AGMs must be held no more than 15 months after the preceding AGM. The first Annual General Meeting will be held within 18 months of the date of the company incorporation. The AGM shall be held at such time and place as the Committee shall appoint.

16. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings. An EGM shall be convened on the request of 25% of the membership. If at any time there are not within the United Kingdom sufficient members of the Committee to form a quorum, any two members of the Committee or any 5 members of the company may convene an EGM in the same manner as nearly as possible as that in which meetings may be convened by the Committee.

17. Motions for resolutions must be submitted in writing to the Chair at least 45 days before the date of the AGM. Proposals and voting papers must be circulated to all members at least 1 month before the date of the AGM. All resolutions must be adopted by a simple majority of members present.

18. An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by at least twenty one days notice in writing delivered to the address under which membership has been registered. Other meetings shall be called by at least fourteen days notice in writing. The notice shall specify the place, the day and hour of meeting and the general nature of business and be given to such persons as are, under these Articles, entitled to receive such notices from the Company.

19. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

20. All member organisations have a right to send a nominated representative to the AGM or EGM.

21. Affiliated members have a right to observer status at the AGM.

 

Proceedings at General Meetings

22. The business of the AGM shall include:

  1. consideration of the annual report and approval of the accounts.
  2. the election of  Management Committee members
  3. the appointment of, and the fixing of the remuneration of, the auditors.
  4. any other business as decided by the committee.

23. A quorum of members is needed for any general meeting which shall be the lesser of 15 members able to vote or one third of the membership able to vote and being present in person.

24. The AGM will be chaired by the chair of the management committee or vice-chair
or another member appointed by the committee. Otherwise, the members present shall choose a person to chair the meeting.

Management Committee

25. Until otherwise determined by a General Meeting, the number of the members of the Committee shall not be less than five nor more than fifteen.  All members must be members of the Company or representatives of charitable organisations at the time of their proposal for election. 

26.  The Committee shall be composed of:-

  1. a Chair, a Vice-Chair, Secretary and Treasurer who shall be honorary officers elected each year at the Annual General Meeting and who will be Directors of the Company for the duration of their period of office.
  2. up to eleven other elected members

 

27. The first members of the Committee shall be the subscribers to the Memorandum of Association.

28. Election of Committee members takes place at AGM every year.  At the first Annual General Meeting of the Company all the members of the Committee shall retire from office but shall be eligible for re-election.  At the Annual General Meeting in every subsequent year all committee members shall retire from office but shall be eligible for re-election.

29. Committee members shall be appointed by majority vote at the AGM for a two year term of office.

30. No person other than a Committee member retiring at the meeting shall, unless recommended by the Committee, be eligible for election to the Committee at any general meeting unless, not less than 14 nor more than 21 days before the date set for the meeting, there shall have been left at the registered office of the Company notice in writing supported by a member qualified to attend and vote or which would be seconded by such a member  at the meeting for which such notice is given, of that member's intention to propose such person for election, and also notice in writing signed by the person of his or her willingness to be elected.

31. The Company may from time to time by ordinary resolution increase or reduce the number of Committee members.

32. The Committee shall have power at any time to appoint any person to be a Committee member, either to fill a casual vacancy or as an addition to the existing members PROVIDED that the number of co-opted members shall not exceed one fourth of the total membership of the Committee at the time of co-option.  Co-opted members shall be entitled to vote at Committee meetings. Any committee member so appointed shall hold office only until the next Annual General Meeting, and shall be eligible for re-election.

33. The membership of any Committee member who, or whose representative, fails to attend three consecutive meetings of the Committee without good and sufficient reason communicated before the third meeting to the Secretary and accepted by the Committee, shall, if the Committee so decides, be deemed to have lapsed and the vacancy so occurring shall constitute a casual vacancy

34. In the event of the departure of a Committee member from an organisation, that organisation will have the right to substitute another representative until the end of the original representative's term.

 

PROCEEDINGS OF THE COMMITTEE

35. The Committee may meet together for the despatch of business, adjourn, and
otherwise regulate their meetings, as they think fit. A member of the committee may, and the Secretary on the requisition of a Committee member shall, at any time summon a meeting of the Committee.

36. The Companies employees are entitled to the same notice as the members of Committee of any meeting of the Management Committee. They are entitled to attend it and speak at it subject to the rules defined in these Articles.

37. Meetings of the Management Committee must normally be open to members of the Company and observers. But these non-members of the management Committee are not entitled to vote and they can speak only by permission of the Chair. If they wish to raise a matter they should apply to the Chairperson before the meeting.

38. The Committee can exclude any non-members for any parts of the business that they
decide should be discussed in private.

39. In the conduct of its business the Committee ought to try and reach consensus at all times. A quorum of 3 members must be present before any decisions can be made. In the event of lack of consensus, decisions will be made by simple majority of those present. In case of an equality of votes the Chair shall have a second or casting vote.

40. The committee will be responsible for the conduct of all the affairs of the Company as required by Law.

Honorary Officers

41. Honorary Officers shall comprise 4 people including Chair, Vice-Chair, Treasurer and Secretary as appointed by the Committee
42. The Chair is responsible for supervising the work of the Company and managing any staff unless otherwise agreed; the Vice-Chair assists and deputises for the Chair in his/her absence; the Secretary is responsible for ensuring the maintenance of a full record of minutes; and the Treasurer is responsible for ensuring regular and annual financial budgeting and reporting. The Treasurer shall ensure that proper accounts are kept and that the Management Committee and Officers are kept up to date on the state of finances. The Treasurer shall present an audited annual statement of accounts at the AGM.

43. Any vacancy arising in the Officer group shall be filled by another Committee member as determined by the Committee.
44. Honorary Officers remain as Officers in accordance with the length of their term of office on the Committee.
45. All efforts should be made to ensure that all strategic decisions will be determined by the whole Committee. However, Honorary Officers are empowered to make procedural decisions in between Committee meetings in order to ensure the realisation of the objectives of the Company

Disqualification and removal of members of the Committee

46. The office of Committee member shall be vacated if the member:

  1. becomes bankrupt or makes any arrangement or composition with his or her creditors generally
  2. becomes prohibited from being a member of the Committee by reason of any disqualification order made under the Act; or by reason of any provision in the Articles; or
  3. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her property and affairs; or
  4. resigns his or her office by notice in writing to the Committee or
  5. is directly or indirectly interested in any contract with the Company and fails to declare the nature of his or her interest as required by Section 317 of the Act; or
  6. ceases for any reason to be a member of the Company; or
  7. fails to resign as required under Article 22 or Article 29 or fails to attend Committee meetings in accordance with Article 28.
  8. Acts in a manner which is morally repugnant to the Aims and Objectives of the Company.
  9.  

47. A Committee member shall not vote in respect of any contract in which the member is interested or any matter arising from it, and if a member does so vote that vote shall not be counted.

48. The Company may by ordinary resolution, of which special notice has been given in accordance with the Act, that is at least 28 days before the meeting at which it is moved, remove any Committee member before the expiration of the member's period of office notwithstanding anything in these articles or in any agreement between the Company and such Committee member.

49. The Company may by ordinary resolution appoint another person in place of a Committee member removed from office under article 53.

Powers and duties of the Committee

50. The business of the Company shall be managed by the Committee who may pay all expenses incurred in the formation of the Company and may exercise all such powers  of the Company as are not , by the Act of by these articles, required to be exercised by the Company in General Meeting, subject nevertheless to the provisions of the Act or these articles and to such regulations, being not inconsistent with the aforesaid provisions, as may be prescribed by the Company in General Meeting; but no regulation made by the Company in General Meeting shall invalidate any prior act of the Committee which would have been valid if that regulation had not been made.

51. The Committee may exercise all the borrowing powers of the Company to borrow money, and to mortgage or charge its undertaking and property, or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or  of any third party.
52. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Committee shall from time to time determine.

53. The Committee shall cause minutes to be made in books provided for the purpose:

  1. of all appointments of officers
  2. of the names of the Committee members or deputies present at each meeting of the Committee and of any sub-committee
  3. of all resolutions and proceedings at all meetings of the Company, the Committee and sub-committees.

54. The Committee shall keep a Register of Members of the Company. The Register shall include the names of first representatives and deputy representatives with their nominating corporate members or unincorporated organisations.

Sub-Committees

55. The Management Committee is empowered to establish sub-committees for specific purposes as appropriate. The remit and responsibilities of any such sub-committee must be clearly defined by the Committee. There must be at least one member of the Management Committee on all sub-committees.

56. Sub-Committees are empowered to co-opt individuals who are neither on the Management Committee nor from member organisations. Each Sub-Committee must elect a convenor with responsibility for calling meetings and liaison with staff. The convenor need not be a member of the committee.

57. Sub-Committees should plan and direct the work in consultation with the Honorary Officers and the Management Committee as appropriate and report to the Management Committee.

58. No sub-committee shall incur expenditure unless approved by the Committee.

59. A sub-committee may meet and adjourn as it thinks proper. Questions at any meeting shall be determined by a simple majority of votes of the members present, and in the case of an equality of votes the Chair shall have a second or casting vote.

Financial Matters

60. The Committee shall cause accounting records to be kept in accordance with Sections 221 and 222 of the Act.

61. The accounting records shall be kept at the registered office of the Company or, subject to Section 222 of the Act, at such other place or places as the Committee members think and shall always be open to the inspection of the officers of the Company.

62. The committee is authorised to open necessary bank accounts and to issue cheques and payments provided at least 2 authorised signatures are required before cheques can be issued and payments made.

63. The Company must conduct financial matters in accordance with the financial and legal procedures of the Charity Commissioners.

64. Any changes to members' contribution shall be determined at the AGM.

65. In the interests of realising the full and effective participation of people from Iraqi communities, the company will pay reasonable expenses for travel, childcare and other carer costs and subsistence in accordance with the guidelines on expenses claims. Guidelines are established and can be altered by a Committee meeting.

Extraordinary General Meeting

66. An extraordinary general meeting (EGM) may be called at 2 months' notice by the Committee or 50% of the members.

67. All proposals for resolutions for the EGM must be submitted in writing to the Chair at least 1 month before the date of the EGM. Proposals must be circulated to all members at least 10 working days before the date of EGM.

68. Resolutions shall be passed by at least two thirds of all those present at the meeting which must include at least 5 members of the Committee.

 

Company Secretary

69. Subject to the Act, the Company Secretary shall be appointed by the Committee at such remuneration for such term and upon such conditions as the Committee may think fit. No Committee member may occupy the salaried position of Secretary.

Amendments to the Articles of association

70. The Articles of Association can only be amended at an AGM or EGM provided that notice of amendment(s) has been sent to all members at least 1 month before an AGM or 10 working days before an EGM.

71. Amendments to the Articles of Association may only be carried by two thirds of those present and eligible to vote.

 

Dissolution

72. If the Committee at any time decides by a two thirds majority vote that for reasons of expense or otherwise it is necessary to dissolve the company they shall call a meeting of all members who have power to vote, of which meeting not less than 3 months notice along with the terms of reference of the Resolution shall be given.

73. In the event that such Resolution is confirmed by two thirds majority of members present and voting, the Committee shall have the power to dispose of any assets held by or in the name of the Company in accordance with clause 10 of the Memorandum of Association. Any such assets remaining after the satisfaction of all debts and liabilities shall be given or transferred to any other institution or institutions having objects similar to the objects of the Company as decided by the Committee and approved by the appropriate funders.

INDEMNITY

 74. Subject to any rules in the Act, and without prejudice to any other indemnity to which the directors may be entitled, every director, employee, auditor or volunteer of the company shall be indemnified out of the assets of the Company against any liability they incur in defending any proceedings, civil or criminal, in which judgment is given in their favour or in which they are acquitted. They are also entitled to indemnity if a Court grants them relief from liability for negligence, default, breach of duty or breach of trust relating to the affairs of the company.         

 

 

 

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