THE COMPANIES ACTS 1948

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THE COMPANIES ACTS 1948-1985

Company Limited by Guarantee and not having a Share Capital

MEMORANDUM OF ASSOCIATION
of
THE GREAT BRITAIN - CHINA CENTRE
Amended by Special Resolution passed 8 May 2002

1) The name of the Company (hereinafter called ‘the Association’) is `The Great Britain-China Centre’.
2) The registered office of the Association will be situate in England.
3) The objects for which the Association is established are to promote understanding between the peoples of the United Kingdom and China by fostering closer cultural, economic, social and other contacts between these peoples.

And with a view to and for the sole purpose of carrying out the foregoing objects, which are hereby declared to be the sole objects of the Association, the Association shall have power:-

(a) To initiate, promote, hold and generally arrange conferences, symposia, meetings, lectures, entertainments and other functions in connection with the objects of the Association.

(b) To initiate, hold, direct, manage and take part in exhibitions, shows, displays, conferences, congresses, symposia and other gatherings for the purpose of advancing the objects of the Association and to raise special funds for these and any other purposes by voluntary contributions.

(c) To found, maintain, aid and endow prizes, scholarships and bursaries for the remuneration, instruction and support of students or persons engaged in research work.

(d) To prepare, edit, print, publish, issue, acquire and circulate books, papers, periodicals, brochures, circulars and other literary undertakings treating of or bearing upon matters of interest within the Association’s objects and to establish, form and maintain collections, libraries and collections of literature, statistics, technical, scientific, educational or cultural data and other information as shall be conducive to the advancement of the objects of the Association.

(e) To obtain any Royal Charter, Provisional Order or Act of Parliament or other authority for enabling the Association to carry its objects into effect and to institute, promote, support or oppose legislative or other measures or proceedings affecting the interests of the Association and generally to consider questions concerning it.

(f) To undertake and execute any trusts which may be considered conducive to the attainment of the objects of the Association.

(g) To retain, employ and remunerate skilled professional or technical advisers or workers in connection with the objects of the Association.

(h) To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges which the Association may think necessary or convenient for the promotion of its objects, and to construct, maintain and alter any buildings or erections necessary or convenient for the work of the Association.

(i) To sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Association as may be thought expedient with a view to the promotion of its objects

(j) To obtain, collect and receive money and funds by way of contributions, donations, subscriptions, legacies, grants or other lawful methods (including appeals to the public) and to accept and receive gifts of property of any description (whether subject to any special trusts or not) for or towards the objects and administrative expenses of the Association or any of them.

(k) To borrow or raise money for the purposes of the Association on such terms and on such security as may be thought fit.

(l) To invest the moneys of the Association not immediately required for its purposes in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided.

(m) To draw, make, accept, endorse, execute and issue promissory notes, bills of exchange and other negotiable instruments.

(n) To establish and support or aid in the establishment and support of any charitable associations or institutions and to subscribe or guarantee money for charitable purposes in any way connected with the purposes of the Association or calculated to further its objects.

(o) To pay all expenses preliminary or incidental to the formation of the Association and its registration.

(p) To do all such other lawful things as may be considered incidental or conducive to the attainment of the above objects or any of them.

Provided that:-

(i) In case the Association shall take or hold any property which may be subject to any trusts, the Association shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.

(ii) The Association shall not support with its funds any object, or endeavour to impose on or procure to be observed by its members or others any regulation, restriction or condition, which if an object of the Association would make it a Trade Union.

(iii) In case the Association shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales or Secretary of State for Education and Science, the Association shall not sell, mortgage, charge or lease the same without such authority, approval or consent as may be required by law, and as regards any such property the Executive Committee of the Association shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects and defaults, and for the due administration of such property in the same manner and to the same extent as they would as such Executive Committee have been if no incorporation had been effected, and the incorporation of the Association shall not diminish or impair any control or authority exercisable by the Chancery Division, the Charity Commissioners or the said Secretary of State over such Executive Committee but they shall as regards any such property by subject jointly and separately to such control or authority as if the Association were not incorporated.

4) The income and property of the Association, whencesoever derived, shall be applied solely towards the promotion of the objects of the Association as set forth in this Memorandum of Association, and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the members of the Association.

Provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Association, or to any member of the Association, in return for any services actually rendered to the Association, nor prevent the payment of interest at a rate not exceeding 6 per cent per annum on money lent or reasonable and proper rent for premises demised or let by any member to the Association; but so that no member of the Executive Committee of the Association shall be appointed to any salaried office of the Association or any office of the Association paid by fees, and that no remuneration or other benefit in money or money’s worth shall be given by the Association to any member of such Executive Committee except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Association; provided that the provision last aforesaid shall not apply to any payment to any company of which a member of the Executive Committee may be a member and in which such member shall not hold more than one-hundredth part of the capital, and such member shall not be bound to account for any share of profits he may receive in respect of any such payment.

5) The liability of the members is limited.

6)* Every Ordinary Member of the Association undertakes to contribute to the assets of the Association, in the event of the same being wound up while he is an Ordinary Member, for payment of the debts and liabilities of the Association contracted before he ceases to be an Ordinary 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.

7) If upon the winding up or dissolution of the Association there remains, after the satisfaction of all debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Association under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the members of the Association at or before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some charitable object.

WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association.

_______________________________________________________________________________

NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS

________________________________________________________________________________

Sir Harold Thompson, St John’s College, Oxford University – Professor

Sir John Keswick, 5 Chester Place, London NW1 – Merchant

H Collar, 6 The Ridge, 6 Bolsover Road, Eastbourne – Retired Businessman

Baroness Lee of Asheridge, 65 Chester Row, London SW1

R. Hon. M Stewart, 11 Felden Street, London SW6 – MP

Sir David Martin, 6 Carlton House Terrace, London SW1 – Executive Secretary

B Gray, Dawber’s House, Long Wittenham, Berkshire – Museum Curator

Dated the fourth day of October 1974
Witness to the above signatures: J F Ford, Director, Great Britain–China Centre

1 In these presents, if not inconsistent with the subject or context, the words standing in the first column of the table next hereinafter set out shall bear the meanings set opposite to them respectively in the second column thereof

Words importing the singular number only shall include the plural and vice versa. Words importing the masculine gender shall include the feminine gender. Words importing persons shall include corporations. Reference herein to any provision of the Act shall where the context so admits be construed as a reference to such provision as modified by any statute for the time being in force. Save as aforesaid any words or expressions defined in the Act shall, if not inconsistent with the subject or context, bear the same meanings in these Articles.

2 For the purpose of registration of the Association the number of members shall be limited to 5,000 but the Executive Committee may from time to time register an increase in the membership.

3 The provisions of section 110 of the Act shall be observed by the Association. A register shall be kept by the Association containing the names and addresses of all the members and in the case of representative members also the names and addresses of the bodies which they represent together with such other particulars as may be required by the Act.

4 The Association is established for the purposes expressed in the Memorandum of Association.

5 (a) The Director of the Centre shall ex officio be an Ordinary Member of the Association and such other persons as shall be admitted to Ordinary Membership in accordance with these Articles and none other shall be Ordinary Members of the Association and shall be entered in the Register accordingly.

(b) The sole Ordinary Member at the date of adoption of these Articles is the current Director of the Centre.

6 Former Members of the Association immediately prior to the adoption of these Articles being at that time Ordinary Members or Corporate Members shall automatically be admitted as Associate Members on the date of adoption of these Articles.

7 Any other person desiring to become an Associate Member of the Association must apply to the Secretary at the Office in writing in such form as the Executive Committee may prescribe.

8 (a) Any body desiring to apply for its representative to be elected an Associate Member of the Association shall nominate one representative who shall make application in the manner provided below. If elected, such representative (and not the said body as such) shall become an Associate Member of the Association as representatives of the said body.

(b) Any Associate Member may from time to time be removed by the body nominating him and such body may nominate a fresh representative in place of a representative so removed or dying or for any other reason ceasing to be an Associate Member of the Association.

(c) All applications for Associate Membership under paragraph (a) above and all nominations and removals of Associate Members under paragraph (b) above shall be made in writing (in such form as the Executive Committee may prescribe) signed on behalf of the body making the same by some person or persons duly authorised by such body in that behalf and in the case of any such application or nomination also by the person nominated as representative.

9 The Secretary shall give notice of each application for Associate Membership to the Executive Committee which shall consider it at one of its next two meetings. The Executive Committee shall have full and absolute power and authority to refuse any such application for Associate Membership, irrespective of any qualification, without giving any reason for such refusal.

10 If elected by the Executive Committee by a majority of its members voting each applicant shall be so notified by the Secretary and shall on paying the amount of the subscription payable in accordance with Article 15 for the then current subscription period, or such portion thereof as may be decided by the Executive Committee, become an Associate Member of the Association.

11 The rights of every member shall be personal to himself and shall not be transferable, transmissible or chargeable by his own act, by operation of law or otherwise. Associate Members shall not be entitled to attend or vote at general meetings of the Association.

12 Should any Associate Member wish to retire from the Association he shall give to the Secretary three months’ written notice upon the expiration whereof his Associate Membership shall cease. An Associate Member so retiring shall be liable for his full subscription up to the end of the subscription period during which the notice was given.

(a) At a meeting of the Executive Committee of which the Associate Member shall have had 21 clear days’ notice and at which the Associate Member shall have been given an opportunity of being heard the Executive Committee shall pass a resolution that it is undesirable in the interests of the Association that such Associate Member shall remain a member Provided that if at the said meeting the Executive Committee shall resolve that the Associate Member’s membership shall be suspended the suspension shall continue until the next following meeting of the Executive Committee at which either the Executive Committee shall pass a resolution that it is undesirable in the interests of the Association that such Associate Member shall remain a member whereupon his membership will terminate or the suspension shall lapse.

(b) An Associate Member fails to pay his subscription within one month from the date when the same becomes due and the Executive Committee resolves that his membership shall cease.

14 In the case of membership ceasing pursuant to paragraph (a) of the last foregoing Article the Executive Committee may in its discretion return in whole or in part the Associate Member’s subscription for the current subscription period.

15 (a) The Executive Committee shall determine the annual subscriptions of the Associate Members and such subscriptions may be either a fixed sum or a sum calculated in any manner which the Executive Committee may determine and may be of a different amount or calculated on a different basis for different categories of members.

(b) In the event of the removal of an Associate Member by the body nominating him the subscription paid by him shall cover the subscription payable by any other Associate Member nominated by the same body in respect of the then current subscription period.

16 The Government of the Association and the management and direction of its affairs other than such management and direction as is by these Articles or by law otherwise vested shall be vested in the Executive Committee.

17 Each of The Secretary of State for Foreign and Commonwealth Office and the Director-General of the British Council shall have the right to nominate one person (hereinafter referred to as a “nominee member”) to be a member of the Executive Committee and shall have power to remove such nominee, and replace him by some other person on giving written notice of such nomination removal or replacement to the Secretary.

18 In addition to the nominee members the membership of the Executive Committee shall comprise not less than eleven nor more than twenty other persons elected by the Executive Committee of whom not less than five shall be Members of Parliament.

19 The Executive Committee shall elect one of its members, other than a nominee member, whose proposed election has been approved by the Secretary of State for Foreign and Commonwealth Affairs, to be Chairman of the Association and of the Executive Committee who shall hold his office from the end of the Meeting at which he is elected until the first Meeting held more than three years thereafter unless he shall have been re-elected thereat provided that, if at the time of his election the office of Chairman is vacant, he shall hold his office from the time of his election.

20 The Executive Committee shall elect from its members other than nominee members the following four officers of the Association and of the Executive Committee, namely, three Vice-Chairmen and a Treasurer each of whom shall hold such office from the end of the meeting at which he is elected until the end of the first meeting held more than one year thereafter unless he shall have been re-elected thereat.

21 The Executive Committee may delegate any of its powers hereunder other than the powers referred to in paragraphs 19, 20, and 22 hereof to any sub-committee it may appoint provided that the members of any such sub-committee shall be a member of the Executive Committee.

22 The Executive Committee may appoint a President and Vice-Presidents of the Association who may or may not be members of the Association but who shall not by virtue of such appointment only have any rights or obligations hereunder.

23 The Quorum for a meeting of the Executive Committee shall consist of not less than seven members one of whom shall be the Chairman or a Vice-Chairman and no meeting shall be held unless seven days previous notice in writing has been given to each member of the Executive Committee provided that where such notice has been sent by letter addressed to the member at the last address in the United Kingdom notified by him to the Secretary it shall be conclusively deemed to have been served on him not later than 48 hours of the posting of such letter whether or not he has in fact received it.

24 The Executive Committee may by its Standing Orders regulate its own procedure, conduct of its meetings, method of election of its officers or members, the period of such membership and any other matter provided that such Standing Orders shall not be inconsistent with the Memorandum of Association or these Articles.

25 The Executive Committee or a sub-Committee appointed pursuant to Article 21 shall have power to co-opt additional members to the Committee or sub-Committee provided that persons so co-opted shall have no voting powers and that persons co-opted to a sub-Committee need not be members of the Association.

(a) Subject to the provisions of the Companies Acts, paragraph (d) of this article, and article 4 of the Memorandum of Association:

(b) An Executive Committee member shall not vote on or be counted in the quorum in relation to any resolution of the Executive Committee concerning:

(c) In the event of any dispute at any meeting of the Executive Committee as to: materiality of interest, existence of a conflict of interest or entitlement to vote or be counted in the quorum of a member of the Executive Committee (other than the Chairman of the meeting) the question shall, if necessary, be referred to the Chairman of the meeting and the Chairman’s ruling in relation to the member of the Executive Committee concerned shall be conclusive except in a case where the nature or extent of his or her interest (so far as it is known to him or her) has not been fairly disclosed to the Executive Committee. If any question shall arise in respect of the Chairman of the meeting, the question shall be decided by a resolution of the Executive Committee (for which purpose the Chairman shall be counted in the quorum but shall not vote on the matter) and the resolution shall be conclusive except in a case where the nature or extent of the interest of the Chairman (so far as is known to him) has not been fairly disclosed to the Executive Committee.

(d) A member of the Executive Committee who to his or her knowledge has any personal or business interests which conflict or may conflict with the interests of the Association, or his or her responsibilities as a member of the Executive Committee, shall declare the nature of his or her interest at the first meeting of the Executive Committee at which he or she is aware of the interest. For the purposes of this article, a general notice to the Executive Committee by a member of the Executive Committee, setting out the nature of the interest and the basis of conflict, shall be deemed to be a sufficient declaration of interest under this article; provided that no such notice shall be effective unless either it is given at a meeting of the Executive Committee or the member of the Executive Committee takes reasonable steps to secure that it is brought up and read at the next meeting of the Executive Committee after it is given.

(e) References in this article to a contract include references to any proposed contract and to any transaction or arrangement whether or not constituting a contract.

(f) Subject to the provisions of the Companies Acts, the Association may by ordinary resolution suspend or relax the provisions of this article to any extent or ratify any contract not properly authorised by reason of a contravention of this article.

26 The Association shall in each year hold a general meeting as its annual general meeting, in addition to any other meetings in that year, and not more than fifteen months shall elapse between the date of one annual general meeting of the Association and that of the next provided that so long as the Association holds its first annual general meeting within eighteen months of its incorporation it need not hold it in the year of its incorporation or in the following year. The annual general meeting shall be held at such time and place in the United Kingdom as the Executive Committee shall determine. All general meetings other than annual general meetings shall be called extraordinary general meetings.

27 The ordinary business of the annual general meetings shall be the reception of the annual report of the Executive Committee and of the accounts properly audited for the accounting period ended immediately prior to such annual general meeting and the appointment of the Auditors and their remuneration.

28 General Meetings may be called at any time by the Executive Committee. Extraordinary General Meetings shall also be convened on such requisition or in default may be convened by such requisitions as provided by Section 132 of the Act. Twenty-one clear days’ notice for every annual or extraordinary general meeting shall be given to each Ordinary Member and the Auditors.

29 Subject to the provisions of the Act no resolution other than a resolution relative to the transaction of the ordinary business of an annual general meeting shall be submitted to an annual or extraordinary general meeting unless notice thereof shall have given in the notice calling the meeting.

30 No business shall be transacted at any general meeting unless a quorum of Ordinary Members is present when the meeting proceeds to business. Save as hereinafter otherwise provided the quorum for a general meeting shall be 2 Ordinary Members present in person and entitled to vote thereat (unless there is only one Ordinary Member in which case the quorum shall be one).

31 If within half an hour from the time appointed for a general meeting a quorum is not present, the meeting if convened upon the requisition of Ordinary Members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum be not present within half an hour from the time appointed for the meeting the Ordinary Members present shall be a quorum.

32 The Chairman or failing him a Vice-Chairman (to be selected, if more than one present, by the meeting) shall preside as Chairman at every general meeting but, if there be no Chairman or Vice-Chairman or if none be present within fifteen minutes after the time appointed for such meeting and willing to act as Chairman, the Ordinary Members present shall choose some one of their number to act as Chairman of the meeting.

33 The Chairman of the meeting may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. It shall not be necessary to give any notice of any adjournment or of the business to be transacted at any adjourned meeting.

34 (a) Save as hereinafter provided at every general meeting each Ordinary Member shall have one vote whether on a show of hands or on a poll, but no Ordinary Member shall be entitled to vote at a general meeting unless all money due and payable to the Association by him have been paid.

(b) Associate Members shall not be entitled to attend or vote at general meetings of the Association.

35 A vote taken at a general meeting shall be by a show of hands unless (before or immediately on the declaration of the result of the show of hands) a poll be demanded by the Chairman of the meeting or by two or more Ordinary Members present and entitled to vote or by one such Ordinary Member representing one-tenth of the total voting rights of all the members having the right to vote at the meeting. Unless a poll be so demanded and the demand be not withdrawn a declaration by the Chairman of the meeting that a resolution has on a show of hands been carried or lost or carried or not carried by a particular majority and an entry to that effect in the book of the proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

36 If a poll be duly demanded it shall be taken in such manner as the Chairman of the meeting shall direct and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

37 In the case of an equality of votes, the Chairman of the meeting shall have a second or casting vote whether on a show of hands or on a poll.

38 A poll demanded on the election of a Chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairman of the meeting directs.

39 On a poll votes may be given either personally or by proxy. A proxy need not be a member. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing.

40 The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified or office copy of such power or authority, shall be deposited at the Office not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposed to vote and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date named in it as the date of its execution.

41 The Executive Committee shall provide for the safe custody, preservation and use of the Seal and until otherwise provided by the Executive Committee the Seal shall not be affixed to any instrument except by the express authority of a resolution of the Executive Committee.

42 The Secretary shall be appointed by the Executive Committee on such terms as to duties, remuneration or otherwise as shall be agreed.

44 Auditors shall be appointed and their duties regulated in the manner provided by Sections 159 to 161 of the Act and Section 14 of the Companies Acts 1967.

45 The Executive Committee shall make provision for the recording in a minute book of all transactions of the Association in general meeting and of the Executive Committee and any sub-committee thereof.

WORDS	MEANINGS
The Association	The Great Britain - China Centre
The Act	The Companies Act 1985
These Articles	The Articles of Association as originally registered or as from time to time altered by special resolution.
The Centre	The Association’s Great Britain - China Centre.
The Executive Committee	The Members for the time being of the Executive Committee of the Association hereby constituted
Ordinary Member	A person admitted to Ordinary membership under Article 5.
Associate Member	A person admitted to Associate Membership under Articles 6 to 10.
Member	Unless otherwise stated and as the context so admits or requires an Ordinary Member or an Associate Member.
The Office	The registered office of the Association.
The Seal	The Common Seal of the Association.
The Secretary	The Secretary for the time being of the Association or any person appointed by the Executive Committee to perform any of the duties of the Secretary.
The Register	The Register of Members of the Association.
The United Kingdom	The United Kingdom of Great Britain and Northern Ireland.
Year	Year from 1 January to 31 December inclusive.
Subscription Period	A period of 12 calendar months in respect of which an Associate Member’s subscription is payable.