Quatrième Exercice : 31.03.2010-31.03.2011
5) Special Resolution
11-01-2012 : Amendments to the Articles of Madeleine's Fund
Leaving No Stone Unturned Limited
This 24-pages document
was filed on December 21, 2011 at the Companies House. Pages 1 to 11
have a similar text and the signatures of the current directors
[except Edward Smethurst's signature] approving a “Special
Resolution” (sic). From page 12 to 24 follow the amended articles
of the “Foundation” (sic), that is, of Madeleine's Fund Leaving
No Stone Unturned Limited. On January 8, 2012 the private limited
company full accounts [up to March 31, 2011 - without Kate McCann's
book royalties & book deals] were made available at the Companies
house, the stamp on the first page indicates they were filed on
December 30, 2011. Since yesterday several UK newspapers have been
reporting spinning on the Fund “dwindling donations”, seemingly
oblivious of the amendments to the Articles of the company and
despite their obvious significance; adjustments which effectively
ensure the McCann couple & associates will now have a quasi
“carte-blanche” regarding the use of the Fund's donations.
Amendment to the
“Amendments”: It seems almost all of the Articles listed bellow
give an identical level of financial control over the fund's assets
and have been present in the Company's statutes since its
incorporation date on May 15, 2007. The most interesting change is
the complete removal from the Fund's objects of an article that has
appeared in all the Accounts (including in the latest) and Articles
for the years of 2007, 2008, 2009, 2010 & 2011 - “To provide
support, including financial assistance, to Madeleine's family”.
Which raises at least one question: “What happened around November
29, 2011 that made the fund directors circulate an amendment to
remove that article in particular?” Is it a mere case of excluding
a superfluous article or could there be something else behind this
modification?
(Company Number 06248215)
Circulation Date [DATE]
[handwritten above: 29] November 2011
Pursuant to Chapter 2 of
Part 13 of the Companies Act 2006 (the "Act"), the
directors of the Company propose that the following resolution be
passed as a special resolution (the "Resolution").
Special Resolution
That the amended articles
of association attached to this written Resolution be and are hereby
approved and adopted as the articles of association of the Company in
substitution for and to the exclusion of the existing articles of the
Company.
Agreement
Before signing you
agreement to the Resolution, please read the notes at the end of this
document.
We, the undersigned, a
member entitled at the time the Resolution was circulated to attend
and vote on the Resolution at a general meeting of the Company,
HEREBY IRREVOCABLY AGREE to the Resolution being passed as a special
resolution.
(signatures by order in
which they appear in the document)
Signed by Kate McCann on
8/12/2011
Signed by Michael Linnet
on 6/12/2011
Signed by Gerald McCann
on 5/12/2011
Signed by Brian Kennedy
on 6/12/2011
Signed by Jon Corner on
14/12/2011
Interpretation
1. In these Articles and
the Memorandum the following terms shall have the following meanings:
1.1 "Act" the
Companies Act 1985 including any statutory modification or
re-enactment for the time being in force
1.2 "address"
in relation to electronic communications inc1udes any number or
address used for the purpose of such communication
1.3 "Articles"
these Articles of Association of the Foundation
1.4 "clear days"
in relation to the period of a notice, that 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
1.5 "Foundation"
Madeleine's Fund Leaving No Stone Unturned Limited
1.6 "Connected
Person" (a) any spouse, parent, child, brother, sister,
grandparent or grandchild of a Director; or (b) any other person in a
relationship with a Director which may reasonably be regarded as
equivalent to such a relationship, or (c) any company or firm of
which a Director is a paid director, partner or employee, or
shareholder holding more than 1% of the capital
1.7 "electronic
communication" has the meaning ascribed to it in the Electronic
Communications Act 2000
1.8 "financial
expert" an individual, company or firm who is authorised to give
investment advice under the Financial Services and Markets Act 2000
1.9 "Memorandum"
the Memorandum of Association of the Foundation
1.10 "Secretary"
the secretary of the Foundation
1.11 "Subsidiary
Company" any company in which the Foundation holds more than 50%
of the shares, controls more than 50% of the voting rights attached
to the shares or has the right to appoint a majority of the board of
the company
2. In these Articles and
the Memorandum:
2.1 Unless the context
otherwise requires, words or expressions contained in the Articles
bear the same meaning as in the Act but excluding any statutory
modification thereof not in force when the Articles become binding on
the Foundation.
2.2 Subject to Article
2.1 any reference in these Articles or the Memorandum to an enactment
includes a reference to that enactment as re-enacted or amended from
time to time and to any subordinate legislation made under it.
Registered office
2A. The registered office
of the Foundation is situated in England.
Objects
2B. The objects of the
Foundation are:
2B.1.1 To secure the safe
return to her family of Madeleine McCann who was abducted in Praia da
Luz, Portugal on Thursday 3rd May 2007; and
2B.1.2 To procure that
Madeleine's abduction is thoroughly investigated and that her
abductors, as well as those who played or play any part in assisting
them, are identified and brought to Justice.
2B.2 If the above objects
are fulfilled then the objects of the Foundation shall be to pursue
such purposes in similar cases arising in the United Kingdom,
Portugal or elsewhere.
Powers
2C. To further its
objects the Foundation may:
2C.1 provide and assist
in the provision of money, materials or other help;
2C.2 organise and assist
in the provision of conferences, courses of instruction, exhibitions,
lectures and other educational activities;
2C.3 publish and
distribute books, pamphlets, reports, leaflets, journals, films,
tapes and instructional matter on any media;
2C.4 promote, encourage,
carry out or commission research, surveys, studies or other work,
making the useful results available;
2C.5 provide or procure
the provision of advice;
2C.6 alone or with other
organisations seek to influence public opinion and make
representations to and seek to influence governmental and other
bodies and institutions;
2C.7 enter into contracts
to provide services to or on behalf of other bodies;
2C.8 acquire or rent any
property of any kind and any rights or privileges in and over
property and construct, maintain, alter and equip any buildings or
facilities;
2C.9 dispose of or deal
with all or any of its property with or without payment and subject
to such conditions as the Directors think fit,
2C.10 borrow or raise and
secure the payment of money for any purpose including for the
purposes of Investment or of raising funds;
2C.11 set aside funds for
special purposes or as reserves against future expenditure,
2C.12 Invest the
Foundation's money not immediately required for its objects in or
upon any Investments, securities, or property;
2C.13 delegate the
management of Investments to a financial expert provided that:
2C.13.1 the investment
policy is set down in writing for the financial expert by the
Directors,
2C.13.2 every transaction
is reported promptly to the Directors,
2C.13.3 the performance
of the investments is reviewed regularly by the Directors,
2C.13.4 the Directors are
entitled to cancel the delegation arrangement at any time,
2C.13.5 the Investment
policy and the delegation arrangements are reviewed at least once a
year,
2C.13.6 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 Directors on receipt, and
2C.13.7 the financial
expert may not do anything outside the powers of the Directors,
2C.14 arrange for
investments or other property of the Foundation 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 Directors or of a financial expert acting under their
instructions and pay any reasonable fee required,
2C.15 lend money and give
credit to, take security for such loans or credit and guarantee or
give security for the performance of contracts by any person or
company,
*Note: 2C.16 & 2C.17
do not appear in page 14 of the PDF document
2C.18 accept (or
disclaim) gifts of money and any other property,
2C.19 trade in the course
of carrying out the objects of the Foundation and carry on any other
trade for the purpose of raising funds,
2C.20 incorporate
subsidiary companies to carry on any trade,
2C.21 engage and pay
employees, consultants and professional or other advisers and make
reasonable provisional for the payment of pensions and other
retirement benefits to or on behalf of employees and their spouses
and dependants,
2C.22 establish and
support or aid in the establishment and support of any other
organisations and subscribe, lend or guarantee money or property,
2C.23 become a member,
associate or affiliate of or act as director or appoint directors of
any other organisation permanent endowment property held for any of
the charitable purposes,
2C.24 undertake and
execute charitable trusts,
2C.25 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 Foundation;
2C.26 co-operate with
charities, voluntary bodies, statutory authorities and other bodies
and exchange information and advice with them;
2C.27 pay out of the
funds of the Foundation the costs of forming and registering the
Foundation;
2C.28 insure the property
of the Foundation against any foreseeable risk and take out other
insurance policies as are considered necessary by the Directors to
protect the Foundation;
2C.29 provide indemnity
insurance to cover the liability of the Directors 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 Foundation. Provided that any such
insurance shall not extend to the provision of any indemnity for a
person in respect of:
2C.29.1 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
2C.29.2 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, and
2C.30 do all such other
lawful things as shall further the Foundation's objects.
Limitation on private
benefits
2D.1 The income and
property of the Foundation shall be applied solely towards the
promotion of its objects
2D.2 Except as provided
below no part of the income and property of the Foundation may be
paid or transferred directly or indirectly by way of benefit to the
members of the Foundation. This shall not prevent any payment in good
faith by the Foundation of:
2D.2.1 any payments made
to any member, Director or Connected Person in their capacity as a
beneficiary,
2D.2.2 reasonable and
proper remuneration to any person for any goods or services supplied
to the Foundation (including services performed under a contract of
employment with the Foundation),
2D.2.3 interest on money
lent by any member, Director or Connected Person at a reasonable and
proper rate,
2D.2.4 any reasonable and
proper rent for premises let by any member, Director or Connected
Person,
2D.2.5 fees, remuneration
or other benefits in money or money's worth to a company of which a
member, Director or Connected Person holds less than 1% of the
capital,
2D.2.6 reasonable and
proper out-of-pocket expenses of Directors;
2D.2.7 reasonable and
proper premiums in respect of indemnity insurance effected in
accordance with Article 2C.29;
2D.3 The restrictions on
benefits and remuneration conferred on members of the Foundation and
on the Directors by Article 2D.2 and the exceptions to such
restrictions in Articles 2D.2.1 to 2D.2.7 inclusive shall apply
equally to benefits and remuneration conferred on members of the
Foundation and on the Directors by any Subsidiary Company, and for
this purpose references to the Foundation in Article 2D.2.2 shall be
treated as references to the Subsidiary Company.
Limited liability
2D. The liability of the
members is limited.
2E. Every member of the
Foundation undertakes to contribute a sum not exceeding £1 to the
assets of the Foundation if it is wound up during his or her
membership or within one year afterwards,
2E.1 for payment of the
debts and liabilities of the Foundation contracted before he or she
ceased to be a member,
2E.2 for the costs,
charges and expenses of winding up,
2E.3 for the adjustment
of the rights of the contributories among themselves.
Winding up
2F. If any property
remains after the Foundation has been wound up or dissolved and the
debts and liabilities have been satisfied it may not be paid to or
distributed among the members of the Foundation, but must be given to
some other institution or institutions with similar objects. The
institution or institutions to benefit shall be chosen by the
Directors at or before the time of winding up or dissolution.
Members
3. The Directors from
time to time shall be the only members of the Foundation. A Director
shall become a member on becoming a Director. A member shall cease to
be a member if he or she ceases to be a Director. Membership shall
not be transferable and shall cease on death.
Directors
Number or Directors
4. There shall be at
least three Directors following appointments to be made by the first
Director.
Appointment, retirement,
removal and disqualification or Directors
5. The subscriber to the
Memorandum shall be the first Director
6. Directors shall be
appointed by resolution of the first Director or thereafter the
Directors
7. No person may be
appointed as a Director,
7.1 unless he or she has
attained the age of 18 years; or
7.2 in circumstances such
that, had he or she already been a Director, he or she would have
been disqualified from acting under the provisions of the Articles
8. The office of a
Director shall be vacated if,
8.1 he or she ceases to
be a Director by virtue of any provision of the Act or he or she
becomes prohibited by law from being a Director,
8.2 he or she becomes
bankrupt or makes any arrangement or composition with his or her
creditors generally,
8.3 the Directors
reasonably believe he or she is suffering from mental disorder and
incapable of acting and they resolve that he or she be removed from
office,
8.4 he or she resigns by
notice to the Foundation (but only if at least three Directors will
remain in office when the notice of resignation is to take effect),
8.5 he or she fails to
attend three consecutive meetings of the Directors and the Directors
resolve that he or she be removed for this reason;
8.6 at a meeting of the
Directors at which at least half of the Directors are present, a
resolution is passed that he or she be removed from office. Such a
resolution shall not be passed unless the Director has been given at
least 14 clear days' notice that the resolution is to be proposed,
specifying the circumstances alleged to justify removal from office,
and has been afforded a reasonable opportunity of being heard by or
of making written representations to the Directors, or
8.7 he or she ceases to
be a member of the Foundation.
Powers of Directors
9. Subject to the Act,
the Memorandum and the Articles, the business of the Foundation shall
be managed by the Directors who may exercise all the powers of the
Foundation. No alteration of the Memorandum or Articles shall
invalidate any prior act of the Directors which would have been valid
if that alteration had not been made.
10. The continuing
Directors or a sole continuing Director may act despite any vacancies
in their number but while there are fewer Directors than required for
a quorum the Directors may only act for the purpose of increasing the
number of Directors.
11. All acts done by a
person acting as a Director shall, even if afterwards discovered that
there was a defect in his or her appointment or that he or she was
disqualified from holding office or had vacated office, be as valid
as if such. person had been duly appointed and was qualified and had
continued to be a Director
12. Subject to the
Articles the Directors may regulate their proceedings as they think
fit.
Chair
13. The Directors may
appoint one of their number to be the chair of the Directors and may
at any time remove him or her from that office.
Delegation or Directors'
powers
14. The Directors may by
power of attorney or otherwise appoint any person to be the agent of
the Foundation for such purposes and on such conditions as they
determine.
15. The Directors 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 Foundation to any person or committee in
accordance with the conditions set out in these Articles.
*Note: From page 18 to
21, legalese and uninteresting parts which you can read in the
document if you wish to do so. [link given above in the introduction]
Irregularities
35. The proceedings at
any meeting shall not be invalidated by reason of any accidental
informality or irregularity (including any accidental omission to
give or any non-receipt of notice) or any want of qualification in
any of the persons present or voting or by reason of any business
being considered which is not specified in the notice unless such
specification is a requirement of the Act
36. No objection shall be
raised to the qualification of any voter except at the meeting or
adjourned meeting at which the vote objected to is tendered, and
every vote not disallowed at the meeting shall be valid. Any
objection made in due time shall be referred to the chair whose
decision shall be final and binding.
Conflicts of interest
37. Whenever a person has
a personal interest in a matter to be discussed at a meeting, and
whenever a person has an interest in another organisation whose
interests are reasonably likely to conflict with those of the
Foundation 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
38. No Director shall be
regarded as having a conflict of interest solely because he or she is
also eligible to receive the support of the Foundation.
Note*: same as in
previous note
Indemnity
49. Subject to the Act
but without prejudice to any indemnity to which a Director may
otherwise be entitled, every Director or other officer of the
Foundation shall be indemnified out of the assets of the Foundation:
49.1 against all costs
charges expenses or liabilities incurred by him or her:
49.1.1 in defending any
civil or criminal proceedings in which judgement is given in his or
her favour or in which he or she is acquitted, and
49.1.2 in connection with
any application in which relief from liability is granted to him or
her by the court;
where such proceedings or
application arise as a result of any actual or alleged
negligence, default,
breach of duty or breach of trust in relation to the Foundation, and
49.2 against all costs,
charges, losses, expenses or liabilities incurred by him or her in or
in relation to the proper execution and discharge of his or her
duties.
Directors' indemnity
insurance
50. The Directors shall
have power to resolve pursuant to Article 2C.29 to effect directors'
indemnity insurance, despite their interest in such policy.
Changes/Articles removed
from Alteration to Memorandum and Articles, 28/06/2007
3.1.3 To provide support,
including financial assistance, to Madeleine's family;
51. The provisions of
clauses 7 and 8 of the Memorandum relating to the winding-up or
dissolution of the Foundation shall have effect and be observed as if
the same were repeated in the Articles.
