Articles of association


THE COMPANIES ACT 2006
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION OF ASTHMA UK
(as amended by special resolution on 30th March 1996, 28th April 2000, 11th June 2003, 3rd July 2007, 21st November 2007, 9th June 2011 and [ ] December 2019)


INTERPRETATION
1. The interpretation of these Articles is governed by the provisions set out in the Schedule at the end of the Articles.

NAME
2. The company's name is "ASTHMA UK" (and in this document it is called "the Charity").

OBJECTS
3. The objects for which the Charity is established (and which are referred to in this document as "the Objects") are:
3.1 To promote research into asthma and its allied disorders, and to ensure the diffusion of the results of such research.
3.2 To provide an organisation for the benefit and service of those with asthma and others interested in asthma and associated diseases.
3.3 To spread knowledge of the causes, alleviation and cure of asthma and its allied disorders, including practical knowledge relating to the application of any remedy among:
3.3.1 those professionally concerned with the suffering caused by asthma and its allied disorders and
3.3.2 the persons and the parents and guardians of those persons suffering from asthma and its allied disorders and the public at large.
3.4 To provide, through appropriate medical channels, medical equipment for use by and for the treatment of persons suffering from asthma and its allied disorders.

NON-POLITICAL
4. In no circumstances may the assets of the Charity be applied in or towards the promotion of any course of action of a political nature unless such course of action is charitable notwithstanding its political nature.

POWERS
5. In furtherance of the Objects but not further or otherwise the Charity may exercise the following powers:
5.1 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 Charity in the shape of donations, bequests, legacies and gifts of any nature together with subscriptions, sponsorship and any other lawful means whereby the funds and assets of the Charity may be augmented : provided that, in raising funds, the Charity shall not undertake any substantial, permanent trading activities and shall conform to any relevant statutory regulations.
5.2 To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges which the Charity may think necessary or convenient for the promotion of the Objects and to construct, maintain, improve and alter any buildings or erections necessary or convenient for the work of the Charity.
5.3 To borrow or raise money for the purposes of the Charity on such terms and on such security (subject to such consents as may be required by law) as shall be deemed to be necessary or appropriate.
5.4 To sell, let, lend, donate, develop, exchange, lease and accept surrenders of leases, mortgage (subject to such consents as may be required by law), dispose of or turn to account and manage all or any of the property or assets of the Charity as may be thought necessary with a view to the promotion of the Objects.
5.5 To make grants for research and to equip, furnish, maintain and operate research laboratories and other research facilities and in so doing to purchase or otherwise acquire plant, machinery, equipment and all other necessary effects of every description.
5.6 To purchase, apply for, own, hold, turn to account and otherwise to deal with or dispose of any patents, rights, privileges, copyrights, licences and the like.
5.7 To produce, print, publish, sell, circulate and distribute (gratuitously or otherwise) films, photographs, books, magazines, literature and publications and to promote, develop, organise, participate in, subscribe to, guarantee and defray the reasonable expenses of static and travelling exhibitions, conferences, lectures and meetings and a library or libraries available to the public.
5.8 To establish and/or support or aid in the establishment and/or support of chairs of learning and any charitable trusts, associations or institutions formed for all or any of the Objects and to undertake all commissions which may lawfully be undertaken by the Charity and may be conducive to the Objects.
5.9 To develop, establish and enforce rules, procedures and protocols, first for the purpose of ensuring that the pursuit of any of the Objects is conducted in a manner which is lawful, proper and in accordance with good medical practice and secondly for any other purpose which is thought necessary and is connected with the Charity's activities.
5.10 To co-operate with other charities, voluntary bodies, commercial companies and organisations, government departments and statutory authorities in the United Kingdom and elsewhere operating in furtherance of the Objects or similar charitable purposes and to exchange information and advice with them.
5.11 To invest the moneys of the Charity not immediately required for its purposes in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions and such consents as may be imposed or required by law and, in any case in which the Charity shall hold or receive any property which may be the subject of any trust, the Charity shall only deal with or invest the same in such manner as is permitted by law having regard to such trusts.
5.12 To subscribe, grant or guarantee money for charitable purposes in any way connected with the purposes of the Charity or calculated to further the Objects of any of them and to make donations and to lend money (with or without security) to any person or corporate body connected with the Objects.
5.13 To employ (on a full-time or part-time basis), contract with, or otherwise commission or engage such persons, whether as employees, officers, advisers, entrepreneurs or the like, and (subject to Article 6) to make such reasonable and necessary arrangements as to conditions of service or contract and provision for superannuation, pensions and the like (for staff and their dependants) as are thought expedient for the promotion and attainment of the Objects.
5.14 To draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments, and to operate bank accounts in the name of the Charity.
5.15 To participate, as an originator, in any direct debiting scheme for the purpose of collecting monies due to the Charity, to enter into agreements and arrangements to enable monies to be received by the Charity through credit cards, charge cards and any other comparable medium and to give any indemnity required for any such purpose.
5.16 To promote, encourage, carry out or commission research, surveys, studies or other work, making the useful results available.
5.17 To provide or procure the provision of counselling and guidance.
5.18 To provide or procure the provision of advice.
5.19 Alone or with other organisations, to seek to influence public opinion and make representations to and seek to influence governmental and other bodies and institutions regarding the development and implementation of appropriate policies provided that all such activities shall be conducted on the basis of well-founded, reasoned argument and shall in all other respects be confined to those which a charity in every part of the United Kingdom may properly undertake.
5.20 To enter into contracts to provide services to or on behalf of other bodies.
5.21 To set aside funds for special purposes or as reserves against future expenditure.
5.22 To delegate the management of investments to a financial expert provided that:
5.22.1 the financial expert is an individual, company or firm who is authorised to give investment advice under the Financial Services and Markets Act 2000;
5.22.2 the investment policy is set down in writing for the financial expert by the Trustees;
5.22.3 every transaction is reported promptly to the Trustees;
5.22.4 the performance of the investments is reviewed regularly by the Trustees;
5.22.5 the Trustees are entitled to cancel the delegation arrangement at any time;
5.22.6 the investment policy and the delegation arrangements are reviewed at least once a year;
5.22.7 all payments due to the financial expert are on a scale or at a level which is agreed in advance and are notified promptly to the Trustees on receipt; and
5.22.8 the financial expert may not do anything outside the powers of the Trustees.
5.23 To arrange for investments or other property of the Charity to be held in the name of a nominee (being a corporate body registered or having an established place of business in England and Wales) under the control of the Trustees or a financial expert acting under their instructions and pay any reasonable fee required.
5.24 To trade in the course of carrying out the objects of the Charity and carry on any other trade which is not expected to give rise to taxable profits.
5.25 To incorporate subsidiary companies to carry on any trade.
5.26 To become a member, associate or affiliate of or act as trustee or appoint trustees of any other organisation (including without limitation any charitable trust of permanent endowment property held for any of the charitable purposes included in the objects).
5.27 To undertake and execute charitable trusts.
5.28 To amalgamate with or acquire or undertake all or any of the property, liabilities and engagements of any body having objects wholly or in part similar to those of the Charity.
5.29 To insure the property of the Charity against any foreseeable risk and take out other insurance policies as are considered necessary by the Trustees to protect the Charity.
5.30 To provide indemnity insurance to cover the liability of the Trustees which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of trust or breach of duty of which they may be guilty in relation to the Charity: Provided that any such insurance shall not extend to the provision of any indemnity for a person in respect of:
5.30.1 any act or omission which he or she knew to be a breach of trust or breach of duty or which was committed by him or her in reckless disregard to whether it was a breach of trust or breach of duty or not; or
5.30.2 any liability incurred by him or her in defending any criminal proceedings in which he or she is convicted of an offence arising out of any fraud or dishonesty, or
wilful or reckless misconduct by him or her.
5.31 To do all such other lawful things as shall further the Objects or any of them.

USE OF INCOME AND PROPERTY
6. The income and property of the Charity shall be applied solely towards the promotion of the Objects and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to members of the Charity, and no Trustee shall be appointed to any office of the Charity paid by salary or fees or receive any remuneration or other benefit in money or money's worth from the Charity.
Provided that nothing in this document shall prevent any payment in good faith by the Charity:
6.1 of grants and donations for medical research and other purposes in furtherance of the Objects notwithstanding that a trustee may be engaged in or otherwise involved with the activity in question: Provided that at no time shall a majority of the Trustees benefit under this provision and that a Trustee shall withdraw from any meeting at which any payment which may in any way be connected with his or her activities in this context is discussed;
6.2 of the usual professional charges for business done by any trustee who is a solicitor, accountant, stockbroker or other person engaged in a profession, or by any partner of his or hers, when instructed by the Charity to act in a professional capacity on its behalf : Provided that at no time shall a majority of the trustees benefit under this provision and that a trustee shall withdraw from any meeting at which his or her appointment or remuneration, or that of his or her partner, is under discussion;
6.3 of reasonable and proper remuneration for any services rendered to the Charity by any member, officer or servant of the Charity who is not a Trustee;
6.4 of interest on money lent by any member of the Charity or Trustee or connected person at a reasonable and proper rate per annum not exceeding 2 per cent less than the published base lending rate of a clearing bank to be selected by the Trustees;
6.5 of fees, remuneration or other benefit in money or money's worth to any company of which a Trustee, member or connected Person may also be a member: Provided that at no time shall a majority of the Trustees benefit under this provision and that a trustee shall withdraw from any meeting at which any such fees, remuneration or benefit is under discussion;
6.6 of reasonable and proper rent for premises demised or let by any member, Trustee or connected person;
6.7 to any Trustee of reasonable out-of-pocket expenses incurred in the performance of their duties;
6.8 of any premium in respect of any indemnity insurance to cover the liability of Trustees and any officer of the Charity which by virtue of any rule of law would attach to them in respect of any negligence, default, breach of trust or breach of duty of which they may be guilty in relation to the Charity: Provided that any such insurance shall not extend to any claim arising from any act or omission which any Trustee or officer of the Charity knew to be a breach of trust or breach of duty or which was committed in reckless disregard of whether or not it was a breach of trust or breach of duty.

LIMITED LIABILITY
7. The liability of the members is limited.

MEMBERS
8. The sole member of the Charity shall be the Asthma UK and British Lung Foundation Partnership (registered company 1863614 and registered charity 326730).

GENERAL MEETINGS
9. The Trustees may call a meeting of the Members at any time and such meetings must be held in accordance with the provisions regarding such meetings in the Act.

COUNCIL OF TRUSTEES
10. The business of the Charity shall be managed by the Council, which shall have power to exercise all the powers of the Charity except those that can only be exercised by the Charity in general meeting.
11. In addition to all other powers expressly conferred by article 10 and without prejudice to the generality of the powers so conferred, the Council shall have the following powers, namely:
11.1 to expend the funds of the Charity in such manner as they shall consider the most beneficial for the achievement of the objects of the Charity and to invest in the name of the Charity such part of its funds as they may see fit and to direct the sale or transposition of any such investments and to expend the proceeds of any such sale in furtherance of the objects of the Charity; and
11.2 to enter into contracts on behalf of the Charity;
11.3 to borrow money, and to mortgage or charge the Charity's undertaking and property, or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the Charity or of any third party subject to such consents as may be required by law; and
11.4 to appoint (and remove) any Trustee to act as Chairman for such term or terms as the Council may determine.
12. The exercise by the Council of its powers under these articles shall be subject to the provisions of the Act, to any other requirement of law applicable to charitable trustees and to any direction given by special resolution of the members of the Charity in general meeting. No alteration of the articles and no such direction shall invalidate any prior act of the Council which would have been valid if that alteration had not been made or that direction had not been given.
13. The powers given by these articles shall not be limited by any special power given to the Council.
14. A meeting of the Council at which a quorum is present may exercise all the powers exercisable by the Council.

COMPOSITION OF THE COUNCIL
15. The Council shall be composed of up to 10 Trustees.
16. Any person who is willing to act as a Trustee of the Charity and is permitted to be so appointed by law and the Articles, may be appointed to be a Trustee by a resolution of the Council provided that no person may be appointed as a Trustee who:
16.1 is under the age of 18 years; or
16.2 would, had he already been a Trustee, have been disqualified from acting by virtue of the provisions of article 17.

DISQUALIFICATION AND REMOVAL OF TRUSTEES
17. A Trustee shall cease to hold office if he:
17.1 ceases to be a Trustee by virtue of any provision of the Act; or
17.2 is disqualified from so acting by virtue of s.178 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision); or
17.3 becomes incapable by reason of mental disorder, illness or injury of managing and administering his property and affairs; or
17.4 resigns his office by notice in writing to the Charity; or
17.5 is absent from three consecutive meetings of the Council or from the majority of meetings of the Council held within any one year period and the Council resolves that his office be vacated for this reason;
17.6 does anything which, in the reasonable opinion of the Council, brings, or in its opinion is reasonably likely to bring, the Charity’s reputation into disrepute, and a majority of the Trustees then in office resolves, either at a meeting or by written resolution, that his office be vacated, provided that the Trustee must have been given a reasonable opportunity to make representations prior to such a resolution being passed; or
17.7 ceases to be a member of the Charity.
18. The Charity may by ordinary resolution, of which special notice has been given in accordance with Section 168 of the Act, remove any Trustee before the expiration of his period of office notwithstanding anything in these articles or in any agreement between the Charity and such Trustee.

PRESIDENT, SENIOR VICE-PRESIDENT, VICE-PRESIDENT
19. The positions of President, Senior Vice-President and Vice-President shall be honorary and last for such term as determined by the Council on appointment.
20. Nominations for a vacancy for a President, or a new position for a Senior Vice- President or Vice-President, must be made in writing, signed by two members of the Charity and submitted to the Secretary at the Office. Unless the Council, by resolution, decides otherwise, there shall be no limit on the number of Senior Vice- Presidents and Vice-Presidents, but there shall be only one President.
21. All nominations for a vacancy for a President, or a new position for a Senior Vice- President or Vice-President, received by the Secretary at the Office shall be placed on the agenda of the next scheduled meeting of the Council for the approval or otherwise of the Trustees, such approval to be expressed as a resolution of the Council.
22. Nominations approved by the Council in accordance with article 21 shall be subject to confirmation by ordinary resolution of the members in general meeting. Not less 21 days before the date appointed for holding a general meeting at which the appointment of a President, Senior Vice-President or Vice-President is to be ratified by the members, notice shall be given to all persons who are entitled to receive notice of that meeting giving particulars of any nominations approved by the Council. The President, Senior Vice-Presidents and Vice-Presidents shall be entitled to all the rights and privileges of membership and shall be entitled to attend, speak and vote at all general meetings of the Charity, but they shall not be required to pay any subscription. The President and Senior Vice-Presidents shall in addition be entitled to attend and speak (but not vote) at all Council meetings and meetings of committees appointed by the Council.

TRUSTEES' EXPENSES
23. The Trustees may be paid all reasonable travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of the Council and committees appointed by the Council or general meetings or otherwise in connection with the discharge of their duties, but shall otherwise be paid no remuneration.
24. Except to the extent permitted by Article 6, no Trustee shall take or hold any interest in property belonging to the Charity or receive remuneration or be interested otherwise than as a Trustee in any other contract to which the Charity is a party.

PROCEEDINGS OF THE COUNCIL
25. The Council may meet together for the despatch of business, adjourn, and otherwise regulate their meetings, as they think fit. A meeting of the Council may be held either in person or by suitable electronic means agreed between the Trustees in which all participants may communicate simultaneously with all other participants. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the chairman of the meeting shall have a second or casting vote.
26. A Trustee may, and the Secretary on the requisition of a Trustee shall, at any time summon a meeting of the Council. It shall not be necessary to give notice of a meeting of the Council to any Trustee absent from the United Kingdom.
27. The quorum necessary for the transaction of the business of the Council shall be four Trustees.
28. The continuing Trustees may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the quorum fixed by article 27, the continuing Trustee or Trustees may act for the purpose of increasing the number of Trustees to that number, or of summoning a general meeting of the Charity, but for no other purpose.
29. If, at any meeting of the Council, the Chairman is not present within five minutes after the time appointed for holding the same, the Trustees present may choose one of their number to act as chairman of the meeting.
30. A resolution in writing circulated or distributed to all Trustees and signed by a majority of the Trustees for the time being entitled to receive notice of a meeting of the Council, shall be as valid and effectual as if it had been passed at a meeting of the Council duly convened and held and may consist of two or more documents in the same form, each signed by one or more of the Trustees.
31. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Charity, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Council shall determine.
32. Any bank account in which any part of the assets of the Charity is deposited shall be operated in accordance with the directions of the Council and shall be designated with the name of the Charity and the fact that it is a registered charity.
33. All acts done by the Council or by a committee appointed by the Council in accordance with articles 40 to 42 shall be valid even if it is discovered afterwards that:
33.1 there was a defect in the appointment of any Council or committee member; or
33.2 any Council or committee member was disqualified from holding office; or
33.3 any Council or committee member had vacated office; or
33.4 any Council or committee member was not entitled to vote.
34. The Council shall cause minutes to be made in books provided for the purpose:
34.1 of the names of the Trustees and others present at each meeting of the Council and of any committee appointed by the Council;
34.2 of all resolutions and proceedings at all meetings of the Charity, and of the Council and of committees appointed by the Council.
35. A resolution which is approved by email in accordance with this Article 35 shall be as valid and effectual as if it had been passed at a meeting duly convened and held, provided the following conditions are complied with:
35.1 Such a resolution must be approved by email by a simple majority of all of those Trustees who would have been entitled to vote upon the resolution if it had been proposed at a meeting at which he or she was present.
35.2 Notice of such proposed resolutions must be given to all Trustees, which shall state a deadline by which responses must be received;
35.3 approval from each Trustee entitled to give his or her approval must be received by such person as all the Trustees shall have nominated in advance for that purpose (“the Recipient”), who shall be the Company Secretary or, if so resolved by the board, a Trustee;
35.4 approval from a Trustee must be sent from an email address previously notified by that Trustee to the Secretary as intended for use by that Trustee for the purpose (for the avoidance of doubt, no notification given by a Trustee in accordance with this
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Article 35 shall be effective if sent from the email address which is the subject of such notification);
35.5 following receipt of a response on any resolution from each of the Trustees entitled to give his or her approval, the Recipient shall circulate a further email to all of the Trustees confirming whether the resolution has been formally approved by the Trustees in accordance with the terms of this Article 35;
35.6 the date of a resolution shall be the date of the email from the Recipient confirming formal approval.
36. A meeting may be held by telephone or by televisual or other electronic or virtual means agreed by resolution of the Trustees in which all participants may communicate simultaneously with all other participants.

CONFLICTS OF INTEREST
37. Whenever a Trustee has a personal interest in a matter to be discussed at a meeting, and whenever a Trustee has an interest in another organisation whose interests are reasonably likely to conflict with those of the precedent in relation to a matter to be discussed at a meeting, he or she must:
37.1 declare an interest before discussion begins on the matter;
37.2 withdraw from that part of the meeting unless expressly invited to remain;
37.3 in the case of personal interests not be counted in the quorum for that part of the meeting; and
37.4 in the case of personal interests withdraw during the vote and have no vote on the matter.

DELEGATION OF THE COUNCIL’S POWERS
38. The Council may by power of attorney or otherwise appoint any person to be the agent of the Charity for such purposes and on such conditions as they determine.
39. The Council may delegate any of their powers or functions to any committee or the implementation of any of their resolutions and day to day management of the affairs of the Charity to any person or committee in accordance with the conditions set out in these articles.

DELEGATION TO COMMITTEES
40. In the case of delegation to committees:
40.1 the resolution making that delegation shall specify those who shall serve or be asked to serve on such committee (although the resolution may allow the committee to make co-options up to a specified number);
40.2 the composition of any such committee shall be entirely in the discretion of the Council and may comprise such of their number (if any) as the resolution may specify;
40.3 the deliberations of any such committee shall be reported regularly to the Trustees and any resolution passed or decision taken by any such committee shall be reported promptly to the Council and for that purpose every committee shall appoint a secretary;
40.4 all delegations under this Article shall be variable or revocable at any time;
40.5 the Council may make such regulations and impose such terms and conditions and give such mandates to any such committee as they may from time to time think fit; and
40.6 no committee shall knowingly incur expenditure or liability on behalf of the Charity except where authorised by the Council or in accordance with a budget which has been approved by the Council.
41. For the avoidance of doubt, the Council may delegate all financial matters to any committee and may empower such committee to resolve upon the operation of any bank account according to such mandate as it shall think fit whether or not requiring a signature of any Trustee.
42. The meetings and proceedings of any committee shall be governed by the articles regulating the meetings and proceedings of the Council so far as applicable and not superseded by any regulations made by the Council.

THE SEAL
43. The Charity shall have a common seal.
44. The Council shall provide for the safe custody of the Seal.
45. The Seal shall only be used with the authority of the Council or of a committee appointed by the Council to which the Council has delegated its authority to use the Seal.
46. Every document to which the Seal is affixed shall be signed by a Trustee and shall be countersigned by the Secretary or by a second Trustee.

ACCOUNTING RECORDS
47. The Council shall cause accounting records to be kept in accordance with the provisions of the Act and the Charities Act 2011 (or any statutory re-enactment or modification of that Act).
48. The accounting records shall be kept at the Office or, subject to the provisions of the Act, at such other place or places as the Council thinks fit, and shall always be open to inspection by Trustees.
49. The Council shall determine whether and to what extent and at what times and places and under what conditions the accounts and books of the Charity or any of them shall be open to the inspection of members and no member (not being a Trustee) shall have any right to inspect any account or book or document of the Charity except as conferred by statute or authorised by the Council or by the Charity in general meeting.

ACCOUNTS AND REPORTS
50. The Council shall in accordance with the provisions of the Act and the Charities Act 2011 (or any statutory re-enactment or modification of that Act), cause to be prepared and to be laid before the Charity in general meeting such accounts, balance sheets, group accounts (if any) and reports as are referred to in those provisions.
51. The Council shall comply with all obligations under the Charities Act 2011 (or any statutory re-enactment or modification of that Act) with regard to the preparation of annual reports and returns and their submission to the Charity Commission.
52. Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act and the Charities Act 2011 (or any statutory re-enactment or modification of that Act).

NOTICES
53. Subject to Article 54, any notice to be given to or by any person pursuant to the Articles shall be in writing to an address for the time being notified for that purpose to the person giving the notice. A notice calling a meeting of the Trustees need not be in writing.
54. The Charity may give any notice to a member either personally or by sending it by post to the member at his or her registered address or by leaving it at that address or by electronic communication to an address provided for that purpose or posted on a website where the recipient has been notified of such posting in a manner agreed by him or her. A member who does not register an address with the Charity or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the Charity.
55. A person present at any meeting of the Charity shall be deemed to have received notice of the meeting and, where requisite, of the purpose for which it was called.
56. Proof that an envelope containing a notice was properly addressed, prepaid and posted or proof that an electronic communication has been transmitted to the proper address shall be conclusive evidence that the notice was given. A notice shall, unless the contrary is proved, be deemed to be given at the expiration of 48 hours after the envelope containing it was posted or in the case of a notice contained in an electronic communication at the expiration of 48 hours after the time it was transmitted.

DISSOLUTION
57. Every member of the Charity undertakes to contribute to the assets of the Charity, 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 the debts and liabilities of the Charity 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 £1.
58. If the Charity is wound up or dissolved and after all its debts and liabilities have been satisfied there remains any property it shall not be paid to or distributed among the members of the Charity, but shall be given or transferred to some other charity or charities having objects similar to the Objects which prohibits the distribution of its or their income and property to an extent at least as great as is imposed on the Charity by Article 6 above, chosen by the members of the Charity at or before the time of dissolution and if that cannot be done then to some other charitable object.

RULES AND REGULATIONS
59. The Council may make such rules, regulations or bye laws as they may deem necessary or expedient or convenient for the due and proper pursuit of the objects of the Charity and the conduct and management of the Charity
60. No rule, regulation or bye law shall be inconsistent with or affect or repeal anything contained in the articles.

INDEMNITY
61. The Trustees, the Chief Executive and other officers of the Charity shall be indemnified out of the funds of the Charity against any liability, loss or expenditure incurred in defending any civil or criminal proceedings that relate to anything done or omitted to be done (and also anything alleged to be done or omitted to be done) in the course of or arising out of their role with, responsibilities to or duties for the Charity.
62. The indemnity provided by article 61 shall apply to cases where judgement is given in favour of the persons concerned or they are acquitted and to cases which are disposed of without any finding or admission of guilt or dishonesty on their part.
63. The indemnity provided by article 61 shall apply to any liabilities, loss or expenditure incurred in connection with any application in which relief is granted by the court for liability in respect of any such act or omission.
64. The indemnity provided by article 61 shall extend to liability incurred for defamation or slander of goods unless, at the time of publication of the matter complained of, the person concerned knew that the matter was defamatory and did not reasonably believe that there was a good defence to any action brought upon it.

SCHEDULE
INTERPRETATION

1. In these Articles:
"the Act" means the Companies Act 2006 and any statutory modification or re-enactment thereof for the time being in force.
"address" in relation to electronic communications includes any number or address used for the purpose of such communication.
"Articles” means these articles of association of the Charity.
“the Chairman” means the Chairman (if any) appointed pursuant to Article 11.4
"the Charity" means the company called "Asthma UK" intended to be regulated by these articles.
"the Chief Executive" means the senior salaried officer of the Charity.
"clear days" in relation to a period of notice means the period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.
"Connected Person" means (a) any spouse, parent, child, brother, sister, grandparent or grandchild of a Trustee; or (b) any other person in a relationship with a Trustee which may reasonably be regarded as equivalent to such a relationship; or (c) any company or firm of which a Trustee is a director, partner or employee, or shareholder holding more than 1% of the capital.
"the Council” means the Council of Trustees.
"electronic communication" has the meaning ascribed to it in the Electronic Communications Act 2000.
"in writing" means written or printed including writing transmitted by electronic communication and "written" shall have a corresponding meaning.
"the Office" means the registered office of the Charity.
"the Seal" means the common seal of the Charity.
"the Secretary" means the secretary of the Charity or any other person appointed to perform the duties of the secretary of the Charity, including a joint, assistant or deputy secretary.
"the Trustees" means the members of the Council (being the company directors) and ’Trustee" has a corresponding meaning.
"the United Kingdom" means Great Britain and Northern Ireland.
Expressions referring to writing shall be construed as including references to printing, lithography, photography, and any other means of representing or reproducing words in a visible, permanent form.
Unless the context otherwise requires, words or expressions contained in these articles shall bear the same meanings as in the Act.
Throughout these articles of association a ‘charitable object’ or ‘charitable purpose’ is, respectively an object or purpose that is regarded as charitable in the laws of every part of the United Kingdom, and the term ‘charitable’ is to be interpreted in accordance with the laws of every part of the United Kingdom.