1. Interpretation

1.1 Defined terms

1.1.1 In the Articles, unless the context requires otherwise—

“ALPSP” means the above-named company;

“Articles” means ALPSP’s articles of association;

“bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;

“Board of Directors” means all of the Directors of ALPSP from time to time or the Directors present at a duly convened meeting of Directors at which a quorum is present;

“CEO” means the chief executive officer of ALPSP from time to time;

“Chair” means the chair of ALPSP elected in accordance with Article 5.2.1;

“Chair-Elect” means the chair-elect of ALPSP elected in accordance with Article 5.2.2;

“chair of the meeting” has the meaning given in Article 10.7.3;

“Companies Acts” means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to ALPSP;

“Director” means a Director of ALPSP, and includes any person occupying the position of Director, by whatever name called;

“document” includes, unless otherwise specified, any document sent or supplied in electronic form;

“electronic form” and “electronic means” have the meaning given in section 1168 of the Companies Act 2006 (including any statutory modification or re-enactment thereof for the time being);

“For-Profit Organisation” means any person who has been admitted as a Member of ALPSP and is a for-profit organisation (as determined in accordance with the Rules);

“Honorary Member” means any person who has been admitted as an Honorary Member of ALPSP in accordance with Article 9.1.4 and the Rules;

“Main Committee” means a committee of ALPSP designated as a Main Committee in accordance with Article 6.4.2;

“Main Committee Chair” means a chair of any of the Main Committees elected in accordance with Article 5.2.4;

“Member” means any person who is admitted to membership in accordance with the Articles; 

“Member Representative” means a representative of a Member appointed in accordance with Article 9.1.6 or 9.1.7;

“Not-for-Profit Organisation” means any person who has been admitted as a Member of ALPSP and is a not-for-profit organisation (as determined in accordance with the Rules);

“Objects” has the meaning given in Article 3;

“ordinary resolution” means a resolution agreed by a simple majority of the Members present and voting in person or through their Member Representative or by proxy at a general meeting or, in the case of a written resolution, by Members who together hold a simple majority of the voting rights in ALPSP;

“participate”, in relation to a Directors’ meeting, has the meaning given in Article 7.4;

“person” means any individual, company, firm, corporation, partnership, association, institution or trust (whether or not having a separate legal personality); “proxy notice” has the meaning given in Article 10.10.4;

“Regular Member” means any person who has been admitted as a Regular Member of ALPSP in accordance with Articles 9.1.2 and/or 9.1.4 and the Rules;

“Retiree Member” means any person who has been admitted as a Retiree Member of ALPSP in accordance with Article 9.1.4 and the Rules;

“Rules” means any rules established by the Directors under Article 6.5;

“special resolution” means a resolution agreed by at least 75% of the Members present and voting in person or through their Member Representative or by proxy at a general meeting or, in the case of a written resolution, by Members who together hold at least 75% of the voting rights in ALPSP;

“subsidiary” has the meaning given in section 1159 of the Companies Act 2006;

“Treasurer” means the treasurer of ALPSP appointed in accordance with Article 5.2.3;

“writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise; and

“year” means calendar year.

1.2 Unless the context otherwise requires, other words or expressions contained in these Articles bear the same meaning as in the Companies Act 2006 as in force on the date when these Articles become binding on ALPSP.

2. Liability of members

2.1 The liability of the Members is limited. The liability of each Member is limited to £1, being the amount that each member undertakes to 3 contribute to the assets of ALPSP in the event of its being wound up while they are a member or within one year after they cease to be a member, for:

2.2.1 payment of ALPSP’s debts and liabilities contracted before they cease to be a member;

2.2.2 payment of the costs, charges and expenses of winding up; and

2.2.3 adjustment of the rights of the contributories among themselves.

3. Objects

3.1 ALPSP’s objects (the “Objects”) are:

(a) to take over all or any of the assets and liabilities of the non-profit-making trade organisation known as the “Association of Learned and Professional Society Publishers”;

(b) subject to such consents as may be required by law, to safeguard and advance the interests of the international community of not-for-profit publishers of academic and professional information (hereinafter called “Not-for-profit Publishers") in all matters related to publishing;

(c) to negotiate with and make representations to appropriate organisations, associations, bodies or persons on any legislative or other matters affecting the interests of Not-for-profit Publishers in all matters relating to publishing;

(d) to work independently and with other organisations to influence the future development of academic and professional publishing for the benefit of Not-forprofit Publishers;

(e) to provide opportunities for information-sharing, training and development;

(f) to assist Members to improve their skills and knowledge and prepare for the future; and

(g) to provide information and advice to members and non-members, and such other services as ALPSP may from time to time decide.

4. Application of income and property

4.1 Subject to Articles 2.1, 4.2 and 15, the income and capital of ALPSP shall be applied solely towards the promotion of the Objects and no portion of it shall be paid or transferred, directly or indirectly, to the Members by way of dividend or bonus or in any other way that amounts to a distribution of profit or surplus.

4.2 Nothing in Article 4.1 shall prevent any payment in good faith by ALPSP of:

4.2.1 reasonably and proper remuneration to any officer, employee or Member of ALPSP in return for any services provided to ALPSP;

4.2.2 discounts provided to Members in respect of their purchase of goods or services provided by ALPSP; 4.2.3 a reasonable rate of interest on money lent to ALPSP;

4.2.4 reasonable rent for property let to ALPSP;

4.2.5 expenses to any officer, employee or Member of ALPSP; or

4.2.6 premiums on any indemnity insurance policy to cover any liability of any Director or officer or employee of ALPSP which may attach to them or loss or expenditure which they may incur in relation to anything done or alleged to have been done or omitted to be done as a Director, officer, employee or trustee.