| ARTICLE 1: |
GENERAL |
| The Committee: |
The council of management of the Association constituted in accordance with these Articles and any reference to "the Board" under the Act shall include a reference to the committee. All committee members are Directors. |
| Good standing: |
conforming to the criteria of membership |
| The Association: |
the above named Trager UK Ltd |
| General meetings: |
the association shall hold a general meeting every year as its Annual General Meeting (hereafter called AGM) |
| The Document: |
These Memorandum and Articles of Association |
|   |
No part of the net earnings of the Association shall inure to the benefit of, or shall be distributed to, any member, officer, or individual. The Association shall be authorised and empowered to pay reasonable compensation, either in cash or other, for services actually rendered to the Association by any member, officer, or other individual. No substantial part of the activities of the Association shall be the carrying out of propaganda and the Association shall not participate in, or intervene in (including the publishing and distributing of) any political campaign on behalf of or in opposition to any candidate for public office. |
| ARTICLE 2: |
MEMBERSHIP |
| SECTION 1: |
Qualifications. |
|   |
Membership shall be open to any individual or any group or any legal entity, which professes an interest in understanding or practicing TRAGER or shares the spirit encompassed by TRAGER. The General Committee shall have final authority on any issue regarding membership eligibility. |
| SECTION 2: |
Class of membership. |
|   |
There shall be four classes of members: Professional Members, Student Members, Friends and Institutional Members, each member paying such membership fee as shall be set by the General Committee and approved at the AGM and satisfying such specific additional qualifications as may be approved by the General Committee or required by TI. Each class of membership may have subclasses of membership as the General Committee may determine. Each class of membership shall have rights as determined by this document, by the General Committee and TI. No members shall have any property interest in the assets or affairs of the Association. Membership is non-transferrable and non-assignable. |
| SECTION 3: |
|
|   |
The General Committee of TUK, and TI shall jointly determine the requirements for professional practice and students under this Document. Those requirements shall be in writing and available for public distribution. |
| SECTION 4: |
|
|   |
The General Committee of TUK shall determine the requirements for Friends and Institutional Members under this Document. Those requirements (if any) shall be in writing and available for public distribution. |
| SECTION 5: |
|
|   |
All Members shall be entitled to propose motions for adoption by the Association at General, Extraordinary and Annual General Meetings of TUK, as long as such motions are previously seconded. |
| SECTION 6: |
PROFESSIONAL MEMBERS |
| (A) |
Individuals shall be eligible for the class of Professional Member if they have fulfilled all the requirements for professional practice of TRAGER and are in good standing, and comply with the written requirements for professional practitioners under Article 2, Section 3 of this document. |
| (B) |
Professional Members have full voting rights. |
| (C) |
Professional Membership is open to all licensed practitioners of TRAGER domiciled within the United Kingdom of Great Britain and Northern Ireland and other countries where no such supporting association for TRAGER exists provided Professional Members abide by the Codes of Ethics and Codes of Professional Conduct adopted by TI and TUK. |
| (D) |
Professional Members shall annually give proof that they have taken out current professional indemnity and public liability insurance in respect of their TRAGER practice. |
| (E) |
Professional Members shall be entitled to attend General, Extraordinary and Annual General Meetings of TUK and vote in person, by proxy or by post. |
| (F) |
Professional Members are entitled to stand and if elected to serve on the Committee of TUK. |
| (G) |
Professional Members are entitled to describe themselves verbally and in print as "Professional Member of TRAGERŪ UK". |
| SECTION 7: |
STUDENT MEMBERS |
| (A) |
Individuals shall be eligible for the class of 'Student Member' if they are in the process of training to fulfill the requirements for professional practice. |
| (B) |
Prospective students shall give proof that they have taken out a current indemnity and public liability insurance policy in respect of their TRAGER training, which is to be continued for the duration of their TRAGER studies. |
| (C) |
Comply with the written requirements for students and professional practitioners under Article 2, Section 3 of these Articles of Association. |
| (D) |
Student Members shall have the right to attend and participate and have a Voice vote at General, Extraordinary and Annual General Meetings. A Voice vote is a non-executive expression of students' opinions. |
| (E) |
Student Members are entitled to stand and if elected to serve on the Committee of TUK, in this case they will have a full vote as opposed to a voice vote. (See Article 4, section 2) |
| (F) |
Student Members are entitled to describe themselves verbally and in print as 'Student Member of TRAGERŪ UK'. |
| SECTION 8: |
FRIENDS: |
|   |
Individuals shall be eligible for the class of Friend if: |
| (A) |
They comply with the written requirements under Article 2, Section 1 and 4 of this document |
| (B) |
Membership as a Friend is available by application to the General Committee on payment of such minimum amount as may be determined by the General Committee. |
| (C) |
Eligibility for Friend is to be determined by the Committee and is subject to appeal. |
| (D) |
Friends shall receive such information, as the Committee deem appropriate to further their education, understanding and participation in TRAGER and the activities of TUK. |
| (E) |
Friends shall have the right to attend and participate, have a Voice vote at General, Extraordinary and Annual General Meetings. A Voice vote is a non-executive expression of Friends' opinions. |
| (F) |
Friends have the right to describe themselves verbally and in print as "Friend of TRAGERŪ UK". |
| SECTION 9: |
INSTITUTIONAL MEMBERS: |
|   |
Groups of individuals, or legal entities shall be eligible for the class of Institutional Member if they: |
| (A) |
Comply with the written requirements for Institutional Members under Article 2, Section 1 and 4 of this document; |
| (B) |
Institutional Membership is available by application to the General Committee on payment of such minimum amount as may be determined by the General Committee. |
| (C) |
Eligibility for Institutional Membership is to be determined by the General Committee, their decision is subject to appeal. |
| (D) |
Institutional Members shall receive such information, as the General Committee deem appropriate to further their education, understanding and participation in TRAGER and the activities of TUK. |
| (E) |
Institutional Members who are not regional associations of TUK do not have the right to attend or participate at General, Extraordinary and Annual General Meetings. They may however send their views to the General Committee of TUK. |
| (F) |
Institutional Members are entitled to describe themselves verbally and in print as "Institutional Member of TRAGERŪ UK". |
| ARTICLE 3: |
FEES |
| SECTION 1: |
|
|   |
The annual fee for Membership shall be guided by the Committee to be approved at the AGM. |
| SECTION 2: |
|
|   |
The Committee reserve the right to charge all Members from countries other than the United Kingdom an annual fee commensurate with any increased costs incurred: i.e. postage, telephone & etc. |
| SECTION 3: |
|
|   |
Fees will be collected from October 1st prior to each calendar year. In the case of new students the current year's Membership is included in the Level 1 training fees. In the case of new practitioners; on application for certification, monthly pro rata. For friends and institutional members; monthly pro rata. |
| ARTICLE 4: |
GENERAL COMMITTEE |
| SECTION 1: |
Powers and Duties. |
|   |
The government and control of TUK shall be invested in the General Committee except as limited by law. The General Committee shall be responsible for: |
| (A) |
The direction of all business and financial affairs for and on behalf of the Association, and be responsible for all its property and funds; |
| (B) |
The establishment and promulgation of Policies for the transaction of business and the coordination of TUK activities; |
| (C) |
The establishment of such committees as deemed necessary, and the definition of the purpose, authority, and activities of such committees; |
| (D) |
The approval or rejection of appointments; |
| (E) |
The amendment of this document and the performance of all activities required by this document; |
| (F) |
The determination of the time and place of the AGM of members, conferences or conventions within the United Kingdom; |
| (G) |
The determination of the groups with which TUK shall have independent affiliation; and |
| (H) |
The conduct of meetings. |
| SECTION 2: |
|
|   |
The Committee shall consist of a minimum of five (5) and a maximum of nine (9) members. Each Committee member shall hold office until the next annual meeting of the members and until his or her successor shall have been duly elected and qualified. At least 75% of Committee members must be professionally qualified Members of the Association. In exceptional circumstances and with 100% agreement of the Committee these percentages may be temporarily amended. |
|   |
All committee members are equal. Prior to any meetings the Committee Members shall choose one from amongst them to facilitate at that meeting |
| SECTION 3: |
Secretary. |
|   |
The secretary shall: |
| (A) |
Perform duties set out by the General Committee and keep the minutes of all Committee Meetings, AGM, General or Extraordinary Meetings and Regional Meetings in one or more books provided for that purpose; |
| (B) |
Act as custodian of the Association records and of the seal of the Association (if any) to be affixed to all documents the execution of which on behalf of the Association under its seal is duly authorized; |
| (C) |
In general perform all duties incident to the office of the Secretary and such other duties as outlined in (A) above. |
| SECTION 4: |
Treasurer. |
|   |
If required by the Committee, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Committee shall determine. He or she shall: |
| (A) |
Have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for monies due and payable to the Association from any source whatsoever, and deposit all such monies in the name of the Association in such banks, trust companies, or other depositories as shall be selected in accordance with this Document These duties may be delegated to an agent of the Association approved by the full Committee, who is to give such surety or sureties, as the Committee shall determine; |
| (B) |
Submit an annual financial statement. |
| (C) |
In general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Committee. |
| SECTION 5: |
|
|   |
The Committee shall meet a minimum of three times a year. Every Committee Member must be notified of the date of the next meeting, receive the agenda and minutes of the previous meeting with at least two weeks notice. Committee members shall be given no less than fourteen (14) days notice of the date, time, and place of the next regularly scheduled meeting. Notification by telephone or electronic mail shall be deemed sufficient for these meetings. Voting by electronic mail, telephone conference call, or fax shall be allowed, according to procedures set by the General Committee, with written confirmation to follow in the case of a telephone conference call. The use of telephone conference calls is subject to the condition that the facility permits every committee member and a minute secretary (if so appointed) to participate. |
| SECTION 6: |
Special Meetings. |
|   |
Special meetings of the General Committee may be called by or at the written request of any General Committee member. Special meetings shall require no less than fourteen (14) days written notice by post, email or fax of the date time and place of the meeting. |
| SECTION 7: |
Executive sessions. |
|   |
There shall be no executive sessions/secret meeting of the General Committee, except for the following purposes: |
| (A) |
Disciplinary action and/or grievance hearings; |
| (B) |
Personnel decisions; |
| (C) |
Personal interviews; |
| (D) |
Confidential negotiations or mediation |
| (E) |
Review of membership qualifications; or |
| (F) |
Matters of which public discussion may damage the corporation or the well being of individuals. |
| SECTION 8: |
Minutes. |
|   |
All Committee meetings shall be minuted and such minutes shall be kept in a minute book. |
| SECTION 9: |
Control. |
|   |
The Committee shall, amongst other things have the powers and responsibilities of overall day-to-day control of TUK, deciding its general policy, monitoring its activities, responsibility for its financial affairs, guiding fees and eligibility for membership, etc. |
| SECTION 10: |
Quorum. |
|   |
The quorum of the Committee shall be no less than 3 Committee members. |
| SECTION 11: |
Manner of acting. |
|   |
Each member of the General Committee shall be entitled to only one (1) vote. The act of the majority of the members of the General Committee present at a meeting at which a quorum is present shall be the act of the General Committee. |
| SECTION 12: |
Compensation. |
|   |
Committee Members shall serve without compensation. Committee Members may be reimbursed for reasonable expenses incurred in the performance of their duties. Committee members may receive reasonable compensation for services apart from their responsibilities as a Committee Member |
| SECTION 13: |
Resignation of a Member of the General Committee. |
|   |
If any member of the General Committee is unable to fulfill their role, after giving notice to the General Committee, the General Committee is empowered by majority vote to appoint or co-opt someone else to the post until the next AGM. |
| SECTION 14: |
Term of Office. |
|   |
The Committee members shall be elected at least every 3 years in rotation at the AGM. |
| SECTION 15: |
|
|   |
Members of the General Committee may conduct or arrange for agents to conduct the ongoing day-to-day business of TUK. |
| SECTION 16: |
Voting. |
|   |
All committees of TUK will adopt the following voting procedure. After a motion has been proposed and seconded, the Facilitator of the meeting shall call a vote. Voting shall be by show of hands. Votes for, against and abstentions shall be called for. A motion will be deemed to be carried, when the majority of Committee Members present at a meeting vote in favour of the motion. All motions, and the numbers of votes for, against and abstentions shall be entered in the minutes |
| SECTION 17: |
Committee Member action without a formal meeting. |
|   |
Any action required to be taken at a meeting of the General Committee, or any other action which may be taken at a meeting of the General Committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all Committee members entitled to vote with respect to the subject matter thereof, prior to the said action being taken. The action shall be evidenced by one or more written consents describing the action taken, signed, either manually or in facsimile. Such written evidence shall become part of the written Association record. |
| SECTION 18: |
Removal. |
|   |
A committee member may be removed from office with cause by a vote of the committee members then serving. A committee member shall be removed if convicted of a felony. |
| SECTION 19: |
Indebtedness. |
|   |
No instrument of indebtedness, including mortgages, loans, and bonds shall be executed by the General Committee without the express written consent of at least 75% of the voting members of TUK |
| ARTICLE 5: |
SUB COMMITTEES |
| SECTION 1: |
|
|   |
The General Committee shall have the power to co-opt individuals and to create sub or ad hoc committees, groups of persons working together to further the aims of the Association. |
| SECTION 2. |
|
|   |
No standing committee or sub-committee regardless of any Committee resolution may: |
| (A) |
Take any final action on matters which also requires approval of the members; |
| (B) |
Fill vacancies on the General Committee or in any Committee; |
| (C) |
Fix compensation of Committee members for serving on any committee; and |
| (D) |
Amend or repeal the memorandum and articles of association. |
| SECTION 3: |
Standing Committees. |
|   |
Standing Committees may consist of a Budget and Finance Committee, and Ethics /Grievances Committee, and other such Standing Committees as are deemed necessary for the efficient running of TUK. |
| (A) |
Ethics / Grievance Committee. |
|   |
| (i) |
This Committee shall cause to be created and to be published a Code of Professional Ethics and a Code of Professional Practice and to uphold these published Codes. |
| (ii) |
These codes shall be approved by the General Committee and ratified by the membership. |
| (iii) |
The Ethics/ Grievance Committee of TUK shall receive and review grievances, and conduct grievance proceedings in matters pertaining to the members of this Association under the guidance of the Code of Professional Ethics and Professional Practice mentioned above. |
| (iv) |
Ethical issues or grievances brought to this committee are subject to appeal to the Ethics/Grievance Committee of TI, which shall function only as "a forum of last resort" whose decisions shall not be subject to appeal. |
|
| SECTION 4. |
|
|   |
Standing Committee and Sub-Committee members shall be appointed by the General Committee. Standing Committee and Sub-Committees shall select their own Facilitator for each meeting. |
| SECTION 5: |
Vacancies. |
|   |
Vacancies on any Standing Committee or Sub-committee shall be filled by appointments made in the same manner as provided in the case of the original appointments. |
| SECTION 6: |
Quorum. |
|   |
Unless otherwise provided in this Document, a majority of the whole committee shall constitute a quorum and the act of a majority of committee members present at a meeting at which a quorum is present shall be the act of the committee. |
| SECTION 7: |
|
|   |
Agreed copies of minutes of sub-committee meetings shall be submitted to the Secretary of TUK for inclusion in the association's book of minutes. |
| SECTION 8: |
Rules. |
|   |
Each committee may adopt rules for its own government, provided such rules are neither inconsistent with this Document nor inconsistent with the rules or Policies adopted by TI. |
| SECTION 9: |
|
|   |
All Committees of TUK shall undertake to remain in good standing with TI as defined by their Bylaws. |
| SECTION 10: |
|
|   |
Complaints of violations of Ethical Principles, Codes of Practice, Bylaws or Policy shall be processed in accord with written policy. |
| ARTICLE 6: |
ELECTION OF REPRESENTATIVES TO TRAGER INTERNATIONAL |
|   |
Each year at the AGM the Membership will appoint a Representative to TI. This election will be conducted under the terms and regulations of TI Bylaws. |
| ARTICLE 7: |
REPRESENTATIVES TO THE ANNUAL MEETING OF TRAGER INTERNATIONAL |
| SECTION 1: |
|
|   |
Each year at the AGM the Membership will appoint representatives to the Annual Meeting of TI. These representatives will be determined according to the bylaws of TI. If fewer representatives are able to attend the annual meeting than there are representatives allocated, that fewer number of representatives may act as if the full complement of representatives were present. |
| SECTION 2: |
|
|   |
Should it prove to be a hardship for TUK to send a representative, the membership may elect to be represented by a representative from another National Association or to exercise its right of written proxy. |
| ARTICLE 8: |
ANNUAL GENERAL MEETINGS (AGM) |
| SECTION 1: |
|
|   |
There shall be an Annual General Meeting of members to take place at such place or in such manner as the General Committee may determine, for the transaction of such business as may properly come before the meeting. All individual members as defined in Sections 6, 7 and 8 of Article 2 are welcome to attend this meeting and shall have the right to speak and give counsel, and the right to raise additional agenda items prior to the beginning of the meeting, except as may otherwise be determined. |
| SECTION 2: |
|
|   |
The Committee shall request the Secretary to call an AGM within six calendar months of the close of the financial year (31st March) to transact the following special business: |
| (A) |
To receive and approve the reports of the Committee members and the audited accounts for the past year; |
| (B) |
To elect the Committee Members of TUK for the following year; |
| (C) |
To take nominations and elect one (1) representative trustee for the United Kingdom to the TI Council of Trustees in accordance with the TI Bylaws. |
| (D) |
To discuss any business to be placed before TI at an Annual Meeting, including ratifications, recommendations and proposed position statements; |
| (E) |
To appoint an auditor for the following year; |
| (F) |
To transact any other business. |
| SECTION 3: |
|
|   |
Nominations for Committee members shall be proposed and seconded by two members of the Association with the consent of the nominee, and submitted to the Secretary in writing at least one calendar month before the AGM. Lists of such nominations, together with the names of the proposers and seconders shall be made available to members of the Association. |
| SECTION 4: |
Notification of the AGM. |
|   |
The Secretary shall give at least two calendar months written notice of the AGM. The agenda (which will include the special business in Section 2 (A) above, state all proposals for discussion and all nominations for Committee Members) will be sent together with postal votes not less than two weeks before the AGM. Postal votes must be returned to the nominated Committee member at least three days before the AGM. |
| ARTICLE 9: |
GENERAL MEETINGS |
|   |
The General Committee shall have the power at any time throughout the year to call a General Meeting of the Association to discuss with the membership whatever issues are deemed necessary for the advancement of the Association, obtain the opinion of the Membership, or to request the Membership to decide any issue deemed to be beyond the remit of the Committee. A minimum of four weeks notice and no more than six weeks notice must be given in writing to all members together with the Agenda and postal votes. |
| ARTICLE 10: |
EXTRAORDINARY GENERAL MEETING |
|   |
The Committee shall have the power to call an Extraordinary General Meeting, and shall be bound to do so within two calendar months on receiving notice in writing signed by not less than twenty five per cent (25%) of qualified members. The business to be transacted must appear on the Agenda, and no other business discussed. A minimum of four weeks notice must be given in writing to all members together with the Agenda and postal votes. |
| ARTICLE 11: |
QUORUM |
|   |
Save as herein otherwise provided, at any AGM, General Meetings or Extraordinary General Meetings a quorum shall consist of the presence, in person or by proxy, of fifteen (15) members or at least twenty-five per cent (25%) of the current professional members of the association. A simple majority of those present and eligible to vote shall be required to pass any resolution properly brought before the meeting. |
| ARTICLE 12: |
VOTING |
| SECTION 1: |
|
|   |
Voting at Annual General Meetings, General Meetings and Extraordinary General Meetings may be by show of hands, or by request by ballot. |
| SECTION 2: |
Right of proxy. |
|   |
Professional Members may vote at any membership meeting by proxy or absentee ballot executed in writing and filed with the Secretary before or at the time of the meeting. |
| SECTION 3: |
|
|   |
In the case of equality of votes, howsoever deemed, the Facilitator of the meeting shall temporarily adjourn the meeting for discussion. The vote will then be taken a second time. If the voting is still hung then the Facilitator shall have the casting vote. |
| ARTICLE 13: |
FINANCE |
| (A) |
The Association's financial year shall end on the thirty first (31st) of March. A duly qualified Auditor shall be appointed at the AGM for the following financial year, and a duly audited Balance Sheet and Accounts for the preceding financial year shall be submitted at each AGM. |
| (B) |
Funds received by TUK shall be governed by the Company's Code of Business Practice. This Code of Practice can be amended by a majority of the voting membership. |
| (C) |
All money raised by or on behalf of TUK and not invested shall be paid by the Treasurer into a separate account or accounts in the name of the Association at a bank to be named by the Committee. All cheques shall be signed by at least two nominated members of the Committee of which at least one will be the Treasurer. |
| (D) |
Trainings may be privately sponsored by individual Members of TUK, members of the public or a sponsor or sponsors appointed by TUK. |
| (E) |
The Treasurer is not permitted to overdraw the account |
| (F) |
At each Committee meeting the Treasurer must present an up-to-date balance of all cleared and un-cleared cheques drawn against the Association's bank account or accounts. |
| (G) |
All money raised by or on behalf of TUK shall be applied to further the aims thereof and not otherwise. This condition shall not prevent the payment of reasonable out-of-pocket expenses. |
| (H) |
The Treasurer shall be responsible for keeping proper accounts of the finances of the Association and for the preparation of annual accounts, which shall be audited by the auditor and presented at the AGM. |
| ARTICLE 14: |
CONTRACTS, LOANS, CHEQUES AND DEPOSITS |
| SECTION 1: |
Contracts. |
|   |
The General Committee of TUK may authorise any officer or officers, agent or agents, of the Association, in addition to the officers so authorized by this document, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. |
| SECTION 2: |
Loans. |
|   |
No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the General Committee and by 75% of voting members. Such authority may be general or confined to specific instances |
| SECTION 3: |
Cheques, Drafts, & etc. |
|   |
All cheques, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the General Committee. |
| SECTION 4: |
|
|   |
All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the General Committee may select. |
| SECTION 5: |
Gifts. |
|   |
The General Committee may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association. |
| ARTICLE 15: |
ASSOCIATION RECORDS, AND REPORTS |
| SECTION 1: |
Minutes of Meetings. |
|   |
The Corporation shall keep, at its principal offices, or at such other place as the General Committee may order, a book of Minutes of all meetings of the General Committee and of all meetings of members, if any, with the time and place of holding, whether regular or special how called, the notice given, the names of those present, and proceedings there from. |
| SECTION 2: |
Books of Accounts. |
|   |
The Association shall keep and maintain adequate accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. |
| SECTION 3: |
Inspection by Members. |
|   |
Every member shall have the absolute right at any reasonable time to inspect all books, records, documents of every kind, and the physical properties of the Association. |
| ARTICLE 16: |
AMENDMENT OF THE DOCUMENT |
| SECTION 1: |
Process of amendment. |
|   |
This Document may be altered, amended, or repealed and a new Document adopted by the affirmative vote of not less than fifty one per cent (51%) of the voting members or by resolution at any meeting of the Committee at which a quorum is present, provided that the proposed changes shall have been read at a previous meeting of the Committee and that the proposed changes have been mailed to each voting member by the Secretary, at least thirty (30) days before action is taken |
| SECTION 2: |
Restrictions to amendment. |
|   |
Any motion to amend the Document which was not given as notice at a prior meeting of the Committee shall be considered out of order, except in the event that the Committee explicitly and officially recognises and duly notes the need to act expeditiously in order to protect TUK or TI, by majority vote of those present and voting. |
| ARTICLE 17: |
INDEMNIFICATIONS |
|   |
Authority to indemnify. |
| (A) |
Except as provided in subsection (D) of this section, the Association shall, to the fullest extent now or hereafter permitted by law, indemnify an individual made a party to any action or proceeding because he or she is or was an officer, or other agent of the Association, against judgements, fines, amounts paid in settlement and reasonable expenses, including solicitors fees, if: |
|   |
| (i) |
he or she conducted himself or herself in good faith; and |
| (ii) |
he or she reasonably believed that his or her conduct was in or at least not opposed to the Association's best interests; and |
| (iii) |
in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. |
|
| (B) |
A Committee member's conduct with respect to an employee benefit plan for a purpose he or she reasonably believed to be in the interests of the participants in the beneficiaries of the plan is conduct that satisfies the requirement of paragraph (A) (ii) of this section. |
| (C) |
The termination of a proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere (no contest) or its equivalent is not, of itself, determinative that a Committee member did not meet the standard of conduct described in this section. |
| (D) |
The Association will not indemnify a Committee member under this section: |
|   |
| (i) |
in connection with a proceeding by, or in the right of, the Association in which the Committee member was adjudged liable to the Association; or |
| (ii) |
in connection with any other proceeding charging improper personal benefit to him or her, whether or not involving action in his or her official capacity, in which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her; |
|
| (E) |
Indemnification permitted under this Article in connection with a proceeding by or in the right of the Association is limited to reasonable expenses incurred in connection with the proceeding; |
| (F) |
The Association may pay for or reimburse reasonable expenses incurred by a Committee member in advance of final disposition of the proceeding if; |
|   |
| (i) |
the Committee member furnishes the Association with a written affirmation of the Committee member's good faith and belief that the Committee member has met the standard of conduct described in the subsection (A) of this section; and |
| (ii) |
the Committee member furnishes the Association with a written undertaking, in the form of a general obligation (which need not be secured and may be accepted without reference to financial ability to make repayment) executed personally or in the Committee member's behalf, to repay the advance if it is ultimately determined that the Committee member did not meet such standard of conduct. |
|
| (G) |
Nothing in this section shall be interpreted to limit any indemnification of a current or former Committee member, or any payment or reimbursement (including payment in advance of final disposition of the proceeding) of reasonable fees incurred by each Committee member, that may be provided for in these articles of association Document. |
| ARTICLE 18: |
DISSOLUTION |
| SECTION 1: |
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|   |
The association shall be dissolved voluntarily upon positive vote of seventy-five percent (75%) of the professional membership at a special meeting called for this purpose. The association shall be dissolved involuntarily upon judicial order. |
| SECTION 2: |
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|   |
Upon dissolution of the association, voluntarily or involuntarily, pursuant to the provisions set forth in Section 1, the assets of the association shall be applied and distributed as follows: |
| (A) |
First to all financial liabilities and obligations of the association until the same are fully paid and discharged; |
| (B) |
Then all remaining assets shall be transferred to TI or its successor organisation or organisations; |
| (C) |
If there shall be no such organisation or successor organisation, then all remaining assets shall be transferred to a corporation, fund or foundation organised and operated within the United Kingdom, for charitable or educational purposes, or to a suitable public benefit non-profit association, said transferral to be determined by the members upon dissolution and to be made only to an association, corporation, fund or foundations whose purposes and mission are substantially in accord with the purposes and mission of the TUK and TI. |
| ARTICLE 19: |
VALIDITY OF TRANSLATIONS IN DISPUTES |
|   |
In the event of any dispute about working or meaning that occurs through the use of a translation of this Document, the English original shall be considered definitive. |