The Antiquarian Booksellers Association

ARTICLES OF ASSOCIATION OF THE ANTIQUARIAN BOOKSELLERS ASSOCIATION (INTERNATIONAL)

INTERPRETATION

1. In these articles:

"the Act" means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force

"the Articles" means these Articles of Association of the Association

"the Association" is the company intended to be regulated by these articles

"clear days" in relation to the period of a notice means the 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

"the Members of Council" means the Members of Council of the Association (and "Member of Council" has a corresponding meaning)

"executed" includes any mode of execution

"the Memorandum" means the Memorandum of Association of the Association

"office" means the registered office of the Association

"the seal" means the common seal of the Association if it has one

"secretary" means the secretary of the Association or any other person appointed to perform the duties of the secretary of the Association, including a joint, assistant or deputy secretary

"the United Kingdom" means Great Britain and Northern Ireland; and words importing the masculine gender only shall include the feminine gender.

Subject as aforesaid, words or expressions contained in these Articles shall, unless the context requires otherwise, bear the same meaning as in the Act

MEMBERS

2. The Members of Council may from time to time register an increase of members

3. Such persons as are admitted to membership shall be members of the Association

4. Except as in clause 3 no member shall be admitted unless his or their application for membership is approved in writing by the secretary on behalf of the Members of Council

5. The President and Vice-President of the of the Association shall be appointed by the Members of Council, subject to the direction of a General Meeting and under the Rules of the Association, for a period of one year and may be re-appointed for further terms

6. There shall be a Treasurer of the Association who shall be appointed by the Members of Council, subject to the direction of a General Meeting and under the Rules of the Association, upon such terms as the Members of Council shall determine consistent with clause 5 of the Memorandum

7. The rights and privileges of a member of the Association are not transferable and shall cease on death or (in the case of an organisation) ceasing to exist

8. Every member shall be subject to the provisions of these Articles in relation to his or their membership and shall be deemed to have had knowledge thereof and to have consented thereto upon or prior to becoming a member

9. A member may at any time by notice in writing to the Secretary resign his or their membership and the name of a member so resigning shall forthwith be removed from the register of members and he or they shall thereupon cease to be a member of the Association but may be re-admitted to membership. Resignation shall not exempt any member from any current liability for any subscription (or instalment thereon) or any other dues, fees, charges or other sums legitimately levied by the Association. The Association shall also remove from the register of members the name of any member who shall die or (in the case of an organisation) cease to exist

10. The Members of Council may resolve that any member of the Association shall cease to be a member of the Association and forthwith upon the passing of any such resolution the members named therein shall cease to be a member of the Association and his or their name shall be removed from the register of members

GENERAL MEETINGS

11. The Association shall hold an annual general meeting each year in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of the Association and that of the next. The annual general meeting shall be held at such times and places as the Members of Council shall appoint. All general meetings other than annual general meetings shall be called extraordinary general meetings

12. The Members of Council may call general meetings and, on the requisition of members pursuant to the provisions of the Act, shall forthwith proceed to convene an extraordinary general meeting for a date not later than eight weeks after receipt of the requisition. If there are not within the United Kingdom sufficient Members of Council to call a general meeting, any Member of Council may call a general meeting. Notwithstanding anything in the foregoing, if at least ten members acting in concert demand an extraordinary General Meeting, it shall be held

NOTICE OF GENERAL MEETING

13. An annual general meeting shall be called, by not less than forty two clear daysí notice, for the purpose of receiving the financial statement and the Annual Report, both of which shall have been circulated to all Members not less than fourteen clear days before the meeting; for the formal election of the President, Vice-President, Treasurer and Members of Council; for the appointment of Auditors and Solicitors; and for the transaction of business. All other extraordinary general meetings shall be called by at least fourteen clear days' notice

14. The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such

15. The notice shall be given to all the members and to the Members of Council and auditors

16. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting

PROCEEDINGS AT GENERAL MEETINGS

17. No business shall be transacted at any meeting unless a quorum is present. Twenty persons entitled to vote upon the business to be transacted, each being a member shall constitute a quorum providing that at least three Members of Council are present

18. If a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the President may determine

19. The President or in his absence the Vice-President, or some other Member of Council nominated by the Members of Council shall preside as chairman of the meeting, but if neither the chairman nor such other Member of Council (if any) be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the Members of Council present shall elect one of their number to be chairman and, if there is only one Member of Council present and willing to act, he shall be chairman

20. If no Member of Council is willing to act as chairman, or if no Member of Council is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairman

21. The chairman may, with the consent of a 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 an adjourned meeting other than business which might properly have been transacted at the meeting had adjournment not taken place. When a meeting is adjourned, at least seven clear days' notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted

22. A resolution put to the vote of a meeting shall be decided on a show of hands unless a poll is duly demanded. Subject to the provisions of the Act, a poll may be demanded:

22.1 By the chairman; or

22.2 By any member having the right to vote at the meeting

23. Left blank deliberately

24. The demand for a poll may be withdrawn, before the poll is taken, but only with the consent of the chairman. The withdrawal of a demand for a poll shall not invalidate the result of a show of hands declared before the demand for the poll was made

25. A poll shall be taken as the chairman directs and he shall appoint scrutineers and fix a time and place for declaring the results of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded

26. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have

27. No poll shall be demanded on the election of a chairman or on any question of adjournment. A poll demanded on any other question shall be taken either immediately or at such time and place as the chairman directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent continuance of a meeting for the transaction of any business other than the question on which the poll is demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn the meeting shall continue as if the demand had not been made

28. No notice need be given of a poll not taken immediately if the time and place at which is to be taken are announced at the meeting at which it is demanded. In other cases at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken

29. Subject to the provisions of the Act a resolution in writing signed by all the members for the time being of the Association entitled to receive notice of and to attend and vote at General Meetings shall be as valid and effective as if the same had been passed at a General Meeting of the Association duly convened and held. The resolution may consist of more than one document in the like form each signed by one or more than one person

VOTES OF MEMBERS

30. Subject to Article 17 every member shall have one vote, with the exception of Retired and Honorary Members

31. No member shall be entitled to vote at any general meeting unless all moneys then payable by him to the Association have been paid

32. 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 such objection shall be referred to the chairman whose decision shall be final and conclusive

33. Left blank deliberately

MEMBERS OF COUNCIL

34. The number of Members of Council shall be not more than sixteen

35. Members of Council shall be appointed as provided subsequently in the articles

36. No person who is not a member of the Association shall be or act as a Member of Council

APPOINTMENT AND RETIREMENT OF MEMBERS OF COUNCIL

40. At each annual general meeting one-third of the Members of Council who are subject to retirement by rotation shall retire from office or, if their number is not a multiple of three, the number nearest to one third shall retire from office

41. Subject to the provisions of the Act, the Members of Council to retire by rotation shall be those who have been longest in office since their last appointment or reappointment, but as between persons who became or were last reappointed Members of Council on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot

42. If the Association at the meeting at which a Member of Council retires by rotation, does not fill the vacancy the retiring Member of Council shall, if willing to act, be deemed to have been reappointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the reappointment of the Member of Council is put to the meeting and lost

43. No person may be appointed as a Member of Council

43.1 Unless he has attained the age of 18 years; or

43.2 In circumstances such that, had he already been a Member of Council, he would have been disqualified from acting under the provisions of Article 41

44. Not less than fourteen clear days before the date appointed for holding a general meeting notice shall be given to all persons who are entitled to receive notice of the meeting of any person who is recommended by the Members of Council for appointment or reappointment as a Member of Council at the meeting or in respect of whom notice has been duly given to the Association of the intention to propose him at the meeting for appointment or reappointment as a Member of Council. The notice shall give the particulars of that person which would, if he were so appointed or re-appointed, be required to be included in the Association's register of Members of Council

45. Left blank deliberately

46. The Members of Council may appoint a person who is willing to act to be a Member of Council either to fill a vacancy or as an additional Member of Council provided that the appointment does not cause the number of Members of Council to exceed any number fixed by or in accordance with these Articles as the maximum number of Members of Council. A Member of Council so appointed shall hold office only until the next following annual general meeting. If not re-appointed at such annual general meeting, he shall vacate office at the conclusion thereof

47. Subject as aforesaid a Member of Council who retires at an annual general meeting may, if willing to act, be reappointed

DISQUALIFICATION AND REMOVAL OF MEMBERS OF COUNCIL

48. A Member of Council shall cease to hold office if he:

48.1 Ceases to be a Member of Council by virtue of any provision in the Act

48.2 Becomes incapable by reason of mental disorder, illness or injury of managing and administering his own affairs

48.3 Resigns his office by notice to the Association (but only if at least two Members of Council will remain in office when the notice of resignation is to take effect); or

48.4 Is absent without the permission of the Members of Council from all their meetings held within a period of six months and the Members of Council resolve that his office be vacated

49. Unless and until otherwise determined by the Association by ordinary resolution either generally or in any particular case section 293 of the Act shall not apply and therefore no Member of Council shall vacate or be required to vacate his office as such on or by reason of his attaining or having attained the age of seventy or any other age and any Member of Council retiring or liable to retire under the provisions of these Articles and any person proposed to be appointed by a Member of Council shall be capable of being re-appointed or appointed as the case may be as a Member of Council notwithstanding that at the time of such re-appointment or appointment he has attained the age of seventy and no special notice need be given of any resolution for the re-appointment or appointment or approving the appointment as a Member of Council of a person who shall have attained the age of seventy and it shall not be necessary to give to the members notice of the age of any Member of Council or person proposed to be re-appointed or appointed as such

MEMBERS OF COUNCIL' EXPENSES

50. The Members of Council may be paid all reasonable travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Members of Council or general meetings or otherwise in connection with the discharge of their duties, but shall otherwise be paid no remuneration

PROCEEDINGS OF MEMBERS OF COUNCIL

51. Subject to the provisions of the articles, the Members of Council may regulate their proceedings as they think fit. A Member of Council may, and the secretary at the request of a Member of Council shall, call a meeting of the Members of Council. It shall not be necessary to give notice of a meeting to a Member of Council who is absent from the United Kingdom. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote

52. The quorum for the transaction of the business of the Members of Council may be fixed by the Members of Council but shall not be less than one third of their number

53. The Members of Council may act notwithstanding any vacancies in their number, but, if the number of Members of Council is less than the number fixed as the quorum, the continuing Members of Council or Member of Council may act only for the purpose of filling vacancies or of calling a general meeting

54. The Members of Council may appoint one of their number to be the chairman of their meetings though this should normally be the President or in his absence the Vice President and may at any time remove him from that office. Unless he is unwilling to do so, the Member of Council so appointed shall preside at every meeting of Members of Council at which he is present. But if there is no Member of Council holding that office, or if the Member of Council holding it is unwilling to preside or is not present within ten minutes after the time appointed for the meeting, the Members of Council present may appoint one of their number to be chairman of the meeting

55. The President may appoint one or more sub-committees for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Members of Council would be more conveniently undertaken or carried out by a sub-committee: provided that all acts of any such sub-committees shall be fully and promptly reported to the Members of Council

56. All acts done by a meeting of Members of Council or of a committee of Members of Council and members shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Member of Council or member or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Member of Council and had been entitled to vote

57. A resolution in writing, signed by all the Members of Council entitled to receive notice of a meeting of Members of Council or of a committee of Members of Council, shall be as valid and effective as if it had been passed at a meeting of Members of Council or (as the case may be) a committee of Members of Council duly convened and held. Such a resolution may consist of several documents in the same form, each signed by one or more of the Members of Council. Any decision of a subcommittee of Members of Council (and other members) shall be ratified at the next meeting of Members of Council (of which there shall be not fewer than eight Members of Council meetings per year)

58. Any bank account in which any part of the assets of the Association is deposited shall be operated by the Members of Council and shall indicate the name of the Association. Cheques with a value at or below one thousand pounds (£1,000) may be signed by such members of salaried staff and in such amounts as may be decided from time to time by the Members of Council. Cheques with a value over one thousand pounds must be signed by two persons drawn from the President, the Vice-President, Treasurer and the Secretary

SECRETARY

59. Subject to the provisions of the Act, the secretary shall be appointed by the Members of Council for such term, at such remuneration (if not a Member of Council) and upon such conditions as they may think fit; and any secretary so appointed may be removed by them

STAFF

60. The Members of Council may appoint and dismiss such staff as they shall think fit upon such terms and conditions as the Members of Council shall prescribe

MINUTES

61. The Members of Council shall keep minutes in books kept for the purpose:

61.1 Of all appointments of officers made by the Members of Council; and

61.2 Of all proceedings at meetings of the Association and of the Members of Council and of committees of the Members of Council including the names of the Members of Council present at each such meeting

THE SEAL

62. The seal shall only be used by the authority of the Members of Council or of a committee of Members of Council authorised by the Members of Council . The Members of Council may determine who shall sign any instrument to which the seal is affixed and unless otherwise determined it shall be signed by a Member of Council and by the secretary or by a second Member of Council

ACCOUNTS

63. Accounts shall be prepared in accordance with the provisions of Part VII of the Act

NOTICES

64. Any notice to be given to or by any person pursuant to the articles shall be in writing except that a notice calling a meeting of the Members of Council need not be in writing

65. The Association may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address

66. A member present in person at any meeting of the Association shall be deemed to have received notice of the meeting and, where necessary, of the purposes for which it was called

67. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted

INDEMNITY

68. Subject to the provisions of the Act every Member of Council or other officer or auditor of the Association shall be indemnified out of the assets of the Association against any liability incurred by him in that capacity in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Association

PATRONS

69. The Members of Council may at any time and from time to time appoint any person whether a member of the Association or not to be Patrons or Honorary Members of the Association

RULES

70. The Members of Council may from time to time make such rules or bye laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Association and for the purposes of prescribing classes of and conditions of membership, and in particular but without prejudice to the generality of the foregoing, they may by such rules or bye laws regulate:

70.1 The admission and classification of members of the Association and rights and privileges of such members, and the conditions of membership and the terms on which members may resign or have their membership terminated and the entrance fees, subscriptions and other fees or payments to be made by members

70.2 The conduct of members of the Association in relation to one another, and to the Association's servants

70.3 The setting aside of the whole or any part or parts of the Association's premises at any particular time or times or for any particular purpose or purposes

70.4 The procedure at general meetings and meetings of the Members of Council and committees of the Members of Council in so far as such procedure is not regulated by these Articles

70.5 Generally, all such matters as are commonly the subject matter of company rules

70.6 The Association in general meeting shall have power to alter, add to or repeal the rules or bye laws and the Members of Council shall adopt such means as they think sufficient to bring to the notice of members of the Association all such rules or bye laws, which shall be binding on all members of the Association. Provided that no rule or bye law shall be inconsistent with, or shall affect or repeal anything contained in the Memorandum or these Articles