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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? |
Pages 1 to 11
PRIVATE COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
WRITTEN RESOLUTION
MADELEINE'S FUND: LEAVING NO STONE UNTURNED LIMITED
(the
"Company")
(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
Pages 12 to 24 |
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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]
Page 21
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
Page 24
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. |
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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; |
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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. |
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