9. Becoming and ceasing to be a member

9.1 Applications for membership

9.1.1 ALPSP must maintain a register of the Members in accordance with the Act.

9.1.2 The members of ALPSP at the date of adoption of these Articles and such other persons as the Directors shall admit to membership shall be Members of ALPSP. Any members of ALPSP immediately prior to the adoption of these Articles who are “Full Members” or “Associate Members” shall be Regular Members with effect from the end of the meeting at which these Articles are adopted.

9.1.3 Membership of ALPSP is open to any person who:

(a) applies in the form required by the Directors;

(b) provides information or evidence as the Directors may require;

(c) is approved by the Directors; and

(d) signs the register of Members or consents in writing to become a Member either personally or (in the case of an organisation) through an authorised representative.

9.1.4 The Directors shall have absolute discretion to:

(a) accept or reject any application;

(b) determine whether any person shall be accepted as either a Regular Member, Honorary Member or Retiree Member or other category of membership established by the Directors; and

(c) convert the membership status of any member from any category of membership to any other category of membership, and need not give their reasons for doing so.

9.1.5 The Directors may from time to time establish different classes of membership and prescribe their respective privileges and duties, set the amounts of any subscriptions and prescribe criteria for membership (including, without limitation, different criteria to apply to Regular Members, Honorary Members and Retiree Members). These classes, privileges, duties, subscriptions and criteria shall be set out in the Rules.

9.1.6 Any corporate organisation that is a Member of the ALPSP may nominate any person to act as its representative at any meeting of ALPSP provided that:

(a) the organisation must give written notice to ALPSP of the name of its representative;

(b) the nominee shall not be entitled to represent the organisation at any meeting unless the notice has been received by ALPSP;

(c) the nominee may continue to represent the organisation until written notice to the contrary is received by ALPSP; and

(d) any notice given to ALPSP will be conclusive evidence that the nominee is entitled to represent the organisation or that his or her authority has been revoked; ALPSP shall not be required to consider whether the nominee has been properly appointed by the organisation.

9.1.7 Any unincorporated organisation that wishes to be a Member of ALPSP may nominate any person to act as its representative at any meeting of ALPSP, provided that:

(a) the organisation must give written notice to ALPSP of the name of its representative;

(b) the nominee shall not be entitled to represent the organisation at any meeting unless the notice has been received by ALPSP;

(c) the nominee may continue to represent the organisation until written notice to the contrary is received by ALPSP;

(d) any notice given to ALPSP will be conclusive evidence that the nominee is entitled to represent the organisation or that his or her authority has been revoked; ALPSP shall not be required to consider whether the nominee has been properly appointed by the organisation; and

(e) the duly authorised representative of an unincorporated organisation shall be entered in the register of Members as the Member, with the name of the unincorporated organisation that they represent noted next to them.

9.1.8 Members of ALPSP agree to receive notices and documents by electronic means, at the addresses provided for that purpose in their application form, or at such other address as the Member shall provide to ALPSP from time to time.

9.2 Termination of membership

9.2.1 Membership is terminated if the Member concerned:

(a) gives written notice of resignation to ALPSP;

(b) dies or, if it is an organisation, ceases to exist;

(c) is more than three months in arrears in paying the relevant subscription, if any (but in such a case the Member may be reinstated on payment of the amount due); or

(d) is removed from Membership by resolution of the Directors on the grounds that in their reasonable opinion the Member’s continued Membership is not in the best interests of ALPSP. The Directors may only pass such a resolution after notifying the Member in writing and 17 considering the matter in the light of any written representations which the Member concerned puts forward within 14 clear days after receiving notice.

9.2.2 Unless otherwise determined by the Directors in their absolute discretion, any Member who ceases to be such (including, without limitation on the dissolution of ALPSP) shall not be entitled to repayment of the whole or any part of any membership subscription or other monies already paid by them to ALPSP.

9.2.3 Membership of ALPSP is not transferable.

10. Organisation of general meetings

10.1 An annual general meeting must be held each year and not more than fifteen months may elapse between successive annual general meetings.

10.2 The Directors may call a general meeting at any time.

10.3 All Members are entitled to attend any general meeting.

10.4 Notice of general meetings

10.4.1 The minimum period of notice required to hold a general meeting of ALPSP is fourteen clear days.

10.4.2 A general meeting may be called by shorter notice if it is so agreed by a majority in number of members having a right to attend and vote at the meeting, being a majority who together hold not less than 90 percent of the total voting rights.

10.4.3 The notice must specify the date time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so. The notice must also contain a statement setting out the right of members to appoint a proxy under section 324 of the Companies Act 2006 and Article 10.10.4.

10.4.4 The notice must be given to all the Members and to the Directors and auditors.

10.4.5 The proceedings at a meeting shall not be invalidated because a person who was entitled to receive notice of the meeting did not receive it because of an accidental omission by ALPSP.

10.4.6 Nothing in these Articles is to be taken to preclude the holding and conducting of a general meeting by such suitable electronic means as the Directors may decide which provide for all Members who are not present together at the same place to be able to communicate with all the other participants simultaneously, to speak and to vote during the general meeting. Participation in the meeting in this manner constitutes presence of the person at the meeting and entitles any Member so present to vote and count in the quorum. Such a meeting shall be regarded as taking place where the largest number of the group of those participating is or, if there is no such largest number, where the chair of the meeting is. It shall not be necessary for two or more Members to be physically present in the same place for such a meeting to take place.

10.5 Attendance and speaking at general meetings

A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.

10.5.2 A person is able to exercise the right to vote at a general meeting when—

(a) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting;

(b) that person’s vote can be taken into account in determining whether or not such; and

(c) resolutions are passed at the same time as the votes of all the other persons attending the meeting.

10.5.3 The Directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.

10.5.4 In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.

10.5.5 Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.

10.6 Quorum for general meetings

10.6.1 No business other than the appointment of the chair of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.

10.6.2 A quorum is at least ten Members, a majority of whom must be Not-for-Profit Organisations, present in person or by proxy or through their Member Representative and entitled to vote upon the business to be conducted at the meeting.

10.7 Chairing general meetings

10.7.1 The Chair of ALPSP shall chair general meetings if present and willing to do so.

10.7.2 If the Chair is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start,

(a) the Directors present, or if no Directors are present, the meeting, must appoint a Director or member to chair the meeting,

(b) and the appointment of the chair of the meeting must be the first business of the meeting.

10.7.3 The person chairing a meeting in accordance with this Article is referred to as “the chair of the meeting”.

10.8 Attendance and speaking by Directors and non-members

10.8.1 Directors may attend and speak at general meetings, whether or not they are members of ALPSP.

10.8.2 The chair of the meeting may permit other persons who are not members of ALPSP to attend and speak at a general meeting.

10.9 Adjournment

10.9.1 If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chair of the meeting must adjourn it.

10.9.2 The chair of the meeting may adjourn a general meeting at which a quorum is present if:

(a) the meeting consents to an adjournment; or

(b) it appears to the chair of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.

10.9.3 The chair of the meeting must adjourn a general meeting if directed to do so by the meeting.

10.9.4 When adjourning a general meeting, the chair of the meeting must either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the Directors, and have regard to any directions as to the time and place of any adjournment which have been given by the meeting.

10.9.5 If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, ALPSP must give at least 7 clear days’ notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given):

(a) to the same persons to whom notice of ALPSP’s general meetings is required to be given; and

(b) containing the same information which such notice is required to contain.

10.9.6 No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

10.10 Voting at General Meetings

10.10.1 Voting: general

(a) Except where otherwise provided by the Articles or the Act, every issue is decided by an ordinary resolution.

(b) ALPSP may allow Members to vote at a general meeting by such suitable electronic means and according to such procedure as the Directors shall decide and may set out in the Rules.

(c) A resolution put to the vote of a general meeting must be decided on a 20 show of hands, unless a poll is duly demanded in accordance with the Articles.

(d) Subject to Article 9.1.5 and 10.10.1(e), except for the chair of the meeting, who has a second or casting vote, on a show of hands or a poll every Member who is present in person or by proxy or through their Member Representative, shall have one vote, unless the Member Representative is also a Member in their own right entitled to vote in which case they shall be entitled to a vote as a Member and as a Member Representative.

(e) Notwithstanding any other provision in these Articles, Honorary Members and Retiree Members will not be entitled to vote on any matter, propose or second any resolutions, exercise any rights to nominate individuals for election, or receive voting forms or any other notices or communications to be sent to Members pursuant to these Articles.

10.10.2 Errors and disputes

(a) No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.

(b) Any such objection must be referred to the chair of the meeting whose decision is final.

10.10.3 Poll votes

(a) A poll on a resolution may be demanded:

(i) in advance of the general meeting where it is to be put to the vote, or

(ii) at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.

(b) A poll may be demanded by:

(i) the chair of the meeting;

(ii) the Directors;

(iii) two or more persons having the right to vote on the resolution; or

(iv) a person or persons representing not less than one tenth of the total voting rights of all the Members having the right to vote on the resolution.

(c) A demand for a poll may be withdrawn if the poll has not yet been taken, and the chair of the meeting consents to the withdrawal.

(d) Polls must be taken immediately and in such manner as the chair of the meeting directs.

10.10.4 Content of proxy notices

(a) Proxies may only validly be appointed by a notice in writing (a “proxy notice”) which:

(i) states the name and address of the member appointing the proxy;

(ii) identifies the person appointed to be that member’s proxy and the general meeting in relation to which that person is appointed; and

(iii) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the Directors may determine; and is delivered to ALPSP in accordance with the Articles and any instructions contained in the notice of the general meeting to which they relate.

(b) ALPSP may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.

(c) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions. (d) Unless a proxy notice indicates otherwise, it must be treated as—

(i) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and

(ii) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

10.10.5 Delivery of proxy notices

(a) A person who is entitled to attend, speak or vote (either on a show of hands or on an online vote or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to ALPSP by or on behalf of that person.

(b) An appointment under a proxy notice may be revoked by delivering to ALPSP a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.

(c) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.

(d) If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor’s behalf.

10.10.6 Amendments to resolutions

(a) An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if:

(i) notice of the proposed amendment is given to ALPSP in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chair of the meeting may determine), and

(ii) the proposed amendment does not, in the reasonable opinion of the chair of the meeting, materially alter the scope of the resolution.

(b) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if:

(i) the chair of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed; and

(ii) the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.

(c) If the chair of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chair’s error does not invalidate the vote on that resolution.

10.11 Members’ written resolutions

10.11.1 Subject to the provisions of the Act, a resolution in writing or in electronic form agreed by a simple majority (or in the case of a special resolution, by a majority of not less than 75%) of the Members who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective, provided that:

(a) a copy of the proposed resolution has been sent to every eligible member;

(b) a simple majority (or in the case of a special resolution a majority of not less than 75%) of members has signified its agreement to the resolution; and

(c) it is contained in an authenticated document that has been received by ALPSP within the period of 28 days beginning with the circulation date.

10.11.2 For the purposes of Article 10.11.1(c):

(a) if the document is sent to ALPSP in hard copy form, it is authenticated if it bears the signature of the person sending it; and

(b) if the document is sent to ALPSP in electronic form, it is authenticated if the identity of the sender is confirmed in a manner specified by ALPSP or, where no such manner has been specified by ALPSP, if it is accompanied by a statement of the identity of the sender and ALPSP has no reason to doubt the truth of that statement.

10.11.3 A resolution in writing may comprise several copies to which one or more Members have signified their agreement.

10.11.4 In the case of a Member that is an organisation, its Member Representative may signify its agreement.

10.11.5 A Members’ resolution under the Act removing a Director or an auditor before the expiration of his or her term of office may not be passed by a written resolution.