The RTM Companies (Model Articles) (England) Regulations 2009

1. Introductory Text

2. 1. Citation, commencement and application

3. 2. Form and content of articles of association of RTM companies

4. 3. Revocation of instrument and transitional provisions

5. Signature

6. 1. SCHEDULE

      ARTICLES OF ASSOCIATION OF A RTM COMPANY

      1. THE COMPANIES ACT 2006

         ARTICLES OF ASSOCIATION OF [NAME] RTM COMPANY LIMITED

         A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

         1. PART 1 INTERPRETATION, NAMES AND OBJECTS OF RTM COMPANY AND LIMITATION OF LIABILITY

            1. 1. Defined terms

            2. NAME AND OBJECTS OF RTM COMPANY

               1. 2. The name of the company is [name] _____________________________________________________________________ RTM Company...

               2. 3. The registered office of the company will be situated at...

               3. 4. The objects for which the company is established are to...

               4. 5. These objects shall not be restrictively construed but the widest...

               5. 6. The income of the company, from wherever derived, shall be...

            3. LIMITATION OF LIABILITY

               1. 7. Liability of members

         2. PART 2 DIRECTORS

            1. DIRECTORS’ POWERS AND RESPONSIBILITIES

               1. 8. Directors’ general authority

               2. 9. Members’ reserve power

               3. 10. Directors may delegate

               4. 11. Committees

            2. DECISION-MAKING BY DIRECTORS

               1. 12. Directors to take decisions collectively

               2. 13. Unanimous decisions

               3. 14. Calling a directors’ meeting

               4. 15. Participation in directors’ meetings

               5. 16. Quorum for directors’ meetings

               6. 17. Chairing of directors’ meetings

               7. 18. Casting vote

               8. 19. Conflicts of interest

               9. 20. Records of decisions to be kept

               10. 21. Directors’ discretion to make further rules

            3. APPOINTMENT OF DIRECTORS

               1. 22. Methods of appointing directors

               2. 23. Termination of director’s appointment

               3. 24. Directors’ remuneration

               4. 25. Directors’ expenses

         3. PART 3 BECOMING AND CEASING TO BE A MEMBER

            1. 26. Becoming a member

            2. 27. Ceasing to be a member

         4. PART 4 DECISION-MAKING BY MEMBERS

            1. ORGANISATION OF GENERAL MEETINGS

               1. 28. Attendance and speaking at general meetings

               2. 29. Quorum for general meetings

               3. 30. Chairing general meetings

               4. 31. Attendance and speaking by directors and non-members

               5. 32. Adjournment

            2. VOTING AT GENERAL MEETINGS

               1. 33. Voting: general

               2. 34. Errors and disputes

               3. 35. Poll votes

               4. 36. Content of proxy notices

               5. 37. Delivery of proxy notices

               6. 38. Amendments to resolutions

         5. PART 5 ADMINISTRATIVE ARRANGEMENTS

            1. 39. Means of communication to be used

            2. 40. Company seals

            3. 41. Inspection and copying of accounts and other records

            4. 42. Provision for employees on cessation of business

         6. PART 6 DIRECTORS’ INDEMNITY AND INSURANCE

            1. 43. Indemnity

            2. 44. Insurance

7. Explanatory Note