NRLA ARTICLES OF ASSOCIATION

Introduction

The Companies Act of 2006 requires each company to have adopted atricles of association. These are written rules about running the company agreed by the guarantors, directors and the company secretary. These articles have been adopted by the Board of the National Residential Landlords Association prior to the merger of the National Landlords Association and the Residential Landlords Association and are also available to view at the Companies House website.

Articles of Association

1. Interpretation

1.1 In these Articles, unless the context otherwise requires:

Act: means the Companies Act 2006;

Appointor: has the meaning given in article 15(1);

Articles: means the Company's articles of association for the time being in force;

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

Business Day: means any day (other than a Saturday, Sunday or public holiday in England) when banks in London are open for business;

Conflict: means a situation in which a director has or can have, a direct or indirect interest that conflicts or possibly may conflict, with the interests of the Company;

Director: means a director of the Company 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: has the meaning given in section 1168 of the Act;

Eligible Director: means a director who would be entitled to vote on the matter at a meeting of directors (but excluding in relation to the authorisation of a Conflict pursuant to Article 11, any director whose vote is not to be counted in respect of the particular matter);

Interested Director: has the meaning given in article 11.1;

Member: means a person whose name in entered in the Register of Members of the Company and Membership shall be construed accordingly; and

Model Articles: means the model articles for private companies limited by guarantee contained in Schedule 2 of the Companies (Model Articles) Regulations 2008 (S/ 2008/3229) as amended prior to the date of adoption of these Articles and reference to a numbered "Model Article" is a reference to that article of the Model Articles;

Ordinary resolution: has the meaning given in section 282 of the Act;

Participate: in relation to a director's meeting, has the meaning given in Model Articles proxy notice:

Proxy notice: has the meaning given in Model Article 31;

Secretary: means the secretary of the Company and any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

Special resolution: has the meaning given in section 283 of the Act;

Subsidiary: has the meaning given in section 1159 of the Act;

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.

1.2 Save as otherwise specifically provided in these Articles, words and expressions which have particular meanings in the Model Articles shall have the same meanings in these Articles, subject to which and unless the context otherwise requires, words and expressions which have particular meanings in the Act shall have the same meanings in these Articles.

1.3 Headings in these Articles are used for convenience only and shall not affect the construction or interpretation of these Articles.

1.4 A reference in these Articles to an article is a reference to the relevant article of these Articles unless expressly provided otherwise.

1.5 Unless expressly provided otherwise, a reference to a statute or statutory provision shall include any subordinate legislation from time to time made under that statute or statutory provision.

1.6 Any word following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.7 The Model Articles shall apply to the Company, except in so far as they are modified or excluded by these Articles.

1.8 The following Model Articles shall not apply to the Company:

• 1 (Defined terms);
• 2 (Liability of Members);
• 8 (Unanimous decisions);
• 9 (1) and (3) (Calling a directors’ meeting);
• 11 (2) and (3) (Quorum for directors’ meeting)
• 13 (casting vote);
• 14 (1), (2), (3), and (4) (Conflicts of interest);
• 17 (2) (Methods of appointing directors);
• 21 (Applications for membership);
• (J) 22 (Termination of membership);
• 30 (2) (Poll votes);
• 31 (I) (D) (Content of proxy notices);
• 35 (Company seals);
• 38 (indemnity)
• 39 (insurance)

2. Object

The object for which the Company is established is to pursue promote and protect the interests of the private Landlord; to raise public awareness and inform Government and local government decision makers about the private rented sector and matters affecting landlords and tenants;to campaign for legislative reform so as to achieve an equitable balance between the bona fide landlord and tenant; to publicise the case for justice for the bona fide private landlord; to seek the support of other bodies and the general public in the case for reform and justice; to provide members and others with information, advice and guidance on landlord/tenant and landlord/agent matters; to raise funds to further the objects and interests of the Association and its members; to act jointly with other associations or bodies in the furtherance of the objects of the Association; to do all such other lawful things as are, in the opinion of the Association, incidental or conducive of the attainment of the above objects or any of them.

3. Powers

In pursuance of the object set out in article 2, the Company has the power to:

1. lobby, advertise, publish, educate, examine, research and survey in respect of all matters of law, regulation, economics, accounting, governance, politics and/or other issues and to hold meetings, events and other procedures and cooperate with or assist any other body or organisation in each case in such way or by such means as may, in the opinion of the directors, affect or advance the principal object in any way;
2. buy, lease or otherwise acquire and deal with any property real or personal and any rights or privileges of any kind over or in respect of any property real or personal and to improve, manage, develop, construct, repair, sell, lease, mortgage, charge, surrender or dispose of or otherwise deal with all or any part of such property and any and all rights of the Company;
3. borrow and raise money in such manner as the directors shall think fit and secure the repayment of any money borrowed, raised or owing by mortgage, charge, lien or other security on the Company's property and assets;
4. invest and deal with the funds of the Company not immediately required for its operations in or upon such investments, securities or property as may be thought fit;
5. subscribe for, take, buy or otherwise acquire, hold, sell, deal with and dispose of, place and underwrite shares, stocks, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any government or authority in any part of the world;
6. lend and advance money or give credit on such terms as may seem expedient and with or without security to customers and others, to enter into guarantees, contracts of indemnity and suretyships of all kinds to receive money on deposit or loan upon such terms as the Company may approve and to secure or guarantee the payment of any sums of money or the performance of any obligation by any company, firm or person including any holding company or subsidiary;
7. pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company and to contract with any person, firm or company to pay the same;
8. enter into contracts to provide services to or on behalf of other bodies;
9. provide and assist in the provision of money, materials or other help;
10. open and operate bank accounts and other facilities for banking and draw, accept, endorse, issue or execute promissory notes, bills of exchange, cheques and other instruments;
11. appoint auditors and legal advisors;
12. engage all such executives, officers and employees as it may consider necessary to carry out the objects of the Company;
13. incorporate subsidiary companies to carry on any trade; and
14. do all such other lawful things as are incidental or conducive to the pursuit or to the attainment of any of the object set out in article 2.

4. Income

4.1 The income and property of the Company from wherever derived shall be applied solely in promoting the Company's objects.

4.2 No distribution shall be paid or capital otherwise returned to the Members in cash or otherwise. Nothing in these Articles shall prevent any payment in good faith by the Company of:

1. reasonable and proper remuneration to any Member, officer or servant of the Company for any services rendered to the Company;
2. any interest on money lent by any Member or any director at a reasonable and proper rate;
3. reasonable and proper rent for premises demised or let by any Member or director;
4. reasonable out-of-pocket expenses properly incurred by any director; or
5. any payment made by reason of appropriate indemnification of directors in accordance with their terms of appointment.

5. Winding up

On the winding-up or dissolution of the Company, after provision has been made for all its debts and liabilities, any assets or property that remains available to be distributed or paid, shall not be paid or distributed to the Members (except to a Member that qualifies under this Article) but shall be transferred to another body (charitable or otherwise) with objects similar to those of the Company. Such body to be determined by resolution of the Members at or before the time of winding up or dissolution and, subject to any such resolution of the Members, may be made by resolution of the directors at or before the time of winding up or dissolution.

6. Guarantee

The liability of each Member is limited to £1, being the amount that each Member undertakes to contribute to the assets of the Company in the event of its being wound up while he is a Member or within one year after he ceases to be a Member, for

1. payment of the Company's debts and liabilities contracted before he ceases to be a Member
2. payment of the costs, charges and expenses of the winding up, and
3. adjustment of the rights of the contributories among themselves.

7. Directors

7.1 Number of directors

1. Unless otherwise determined by ordinary resolution, the number of directors shall not be subject to any maximum but shall not be less than three;
2. the membership of the Board will include the Chair and the Chief Executive of NRLA.
3. The Board may continue to act even though the number of its members is reduced by death, retirement or otherwise below the number of three, but if at any time the number is reduced below three the continuing members of the Board shall act only for the purpose of filling vacancies until there are at least three members of the Board or to convene a general meeting of the members of the Company

7.2 Appointing the Company Chair and directors

Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director

1. by ordinary resolution; or
2. by a decision of the directors following an appointment process to be decided by the Board.

The directors may appoint one of their number to be the Chair of the Board or shall appoint a new director to act as Chair subject to agreed terms of appointment.

7.3 Powers of the Board of directors

1. Subject to the articles and to any directions given by special resolution, the business of the Company shall be managed by the Board who may exercise all the powers of the Company.
2. No alteration of the memorandum or the articles and no such direction shall invalidate any prior act of the Board which would have been valid if that alteration had not been made or that direction had not been given.
3. A meeting of the Board at which a quorum is present may exercise all powers exercisable by the Board.
4. Meetings of the Board may be held in person or via telephonic, electronic or other means which enables direct communication between participants.
5. The Board shall engage all such officers and employees as it may consider necessary to conduct the business of the Company.

8. Directors’ renumeration

8.1 Directors may undertake any services or activities for the company that the directors decide.

8.2 Directors are entitled to such remuneration as agreed in terms of appointment and by further agreement of the Board:

1. for their services to the company as executive or non-executive directors, or
2. for any other service which they undertake for the Company.

8.3 Subject to the Articles, a director’s remuneration may—

1. take any form, and
2. include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.

8.4 Unless the directors decide otherwise, directors are not accountable to the Company for any remuneration which they receive as directors or other officers or employees of the Company’s subsidiaries or of any other body corporate in which the Company is interested.

8.5 Directors’ expenses - The Company may pay any reasonable expenses which the directors properly incur in connection with their attendance at—

1. meetings of directors or committees of directors,
2. general meetings, or
3. are otherwise incurred in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Company.

9. Directors’ decisions

9.1 A decision of the directors is taken in accordance with this article when all Eligible Directors indicate to each other by any means that they share a common view on a matter or if the matter is put to a vote where a majority of Eligible Directors share a common view.

9.2 Such a decision may take the form of agreement at a Board meeting confirmed in the Board minutes; or by resolution in writing where each Eligible Director has signed one or more copies of it, or to which each Eligible Director has otherwise indicated agreement in writing or by email.

9.3 A decision may not be taken in accordance with this article if the Eligible Directors would not have formed a quorum at such a meeting.

10. Quorum for directors’ meetings

10.1 The quorum for the transaction of business at a meeting of directors is such number of Eligible Directors as are equal to one third of the number of Eligible Directors.

10.2 For the purposes of any meeting (or part of a meeting) held pursuant to article 11. to authorise a Conflict, if there is only one Eligible Director in office other than the Interested Director(s), the quorum for such meeting (or part of a meeting) shall be one Eligible Director.

10.3 If the total number of directors in office for the time being is less than the quorum required, the directors must not take any decision other than a decision to appoint further directors.

10.4 Casting vote

1. If the numbers of votes for and against a proposal at a meeting of directors are equal, the Chair or other director chairing the meeting has a casting vote.
2. Article 10.1 shall not apply in respect of a particular meeting (or part of a meeting) if, in accordance with the Articles, the Chair or other director is not an Eligible Director for the purposes of that meeting (or part of a meeting).

10.5 Calling a directors' meeting

1. The Company Chair or Chief Executive may call a directors' meeting by giving not less than 5 Business Days' notice of the meeting (or such lesser notice as all the directors may agree) to the directors or by authorising the Secretary (if any) to give such notice.
2. Notice of a directors' meeting shall be given to each director in writing who has not previously waived in writing his right to receive notice. For this purpose notice by email shall be deemed as being notice in writing.

11. Directors’ conflicts of interest

11.1 If a director is interested in any way, directly or indirectly, in a proposed transaction or arrangement with the Company he must declare the nature and extent of the interest to the other directors.

11.2 The directors may, in accordance with the requirements set out in this article, authorise any Conflict proposed to them by any director which would, if not authorised, involve a director (an Interested Director) breaching his duty to avoid conflicts of interest under section 175 of the Act.

11.3 Any authorisation under this article 11. shall be effective only if:

1. to the extent permitted by the Act, the matter in question shall have been proposed by any director for consideration in the same way that any other matter may be proposed to the directors under the provisions of these Articles or in such other manner as the directors may determine;
2. any requirement as to the quorum for consideration of the relevant matter is met without counting the Interested Director; and
3. the matter was agreed to without the Interested Director voting or would have been agreed to if the Interested Director's vote had not been counted.

11.4 Any authorisation of a Conflict under this article may (whether at the time of giving the authorisation or subsequently):

1. extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter or situation so authorised;
2. provide that the Interested Director be excluded from the receipt of documents and information and the participation in discussions (whether at meetings of the directors or otherwise) related to the Conflict;
3. provide that the Interested Director shall not be an Eligible Director in respect of any future decision of the directors in relation to any resolution related to the Conflict;
4. impose upon the Interested Director such other terms for the purposes of dealing with the Conflict as the directors think fit;
5. provide that, where the Interested Director obtains, or has obtained (through his involvement in the Conflict and otherwise than through his position as a director of the Company) information that is confidential to a third party, he shall not be obliged to disclose that information to the Company, or to use it in relation to the Company's affairs where to do so would amount to a breach of that confidence; and
6. permit the Interested Director to absent himself from the discussion of matters relating to the Conflict at any meeting of the directors and be excused from reviewing papers prepared by, or for, the directors to the extent they relate to such matters.

11.5 Where the directors authorise a Conflict, the Interested Director shall be obliged to conduct himself in accordance with any terms and conditions imposed by the directors in relation to the Conflict.

11.6 The directors may revoke or vary such authorisation at any time, but this shall not affect anything done by the Interested Director prior to such revocation or variation in accordance with the terms of such authorisation.

11.7 Subject to sections 177(5) and 177(6) and sections 182(5) and 182(6) of the Act, and provided he has declared the nature and extent of his interest in accordance with the requirements of the Act, a director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the Company:

1. may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested;
2. may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a director;
3. may be a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is otherwise (directly or indirectly) interested; And
4. shall not, save as he may otherwise agree, be accountable to the Company for any benefit which he (or a person connected with him (as defined in section 252 of the Act)) derives from any such transaction or arrangement or from any such office or employment or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Act.

12. Director’s authority to delegate

12.1 Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles to such person or committee by such means and to such an extent, in relation to such matters, on such terms and conditions as they think fit.

12.2 If the directors so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated.

12.3 The directors may revoke any delegation in whole or part or alter its terms and conditions.

13. Register of interests

13.1 The Company will maintain at the Company’s registered office a Register of Directors' Interests disclosing the directors' other appointments and interests in other companies and businesses.

13.2 For the purpose of the Register of Directors' Interests, a declaration must also be made in respect of connected persons such as immediate family and companies owned by those directors.

13.3 The Register of Directors’ Interests will be available on written request to the Chief Executive made by any member of the Company.

14. Committees

14.1 The Board may establish sub-committees to which the directors may delegate any of their powers

14.2 The sub-committees will be subject to terms of reference agreed by the Board and must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.

14.3 The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

15. Records of decisions to be kept

15.1 Where decisions of the directors are taken by electronic means, such decisions shall be recorded by the directors in permanent form, so that they may be read with the naked eye.

15.2 Decisions taken by the Board or any of its sub-committees will be recorded in Minutes and retained in the Company’s records.

16. Secretary

The directors may appoint any person who is willing to act as the secretary for such term, at such remuneration and upon such conditions as they may think fit and from time to time remove such person and, if the directors so decide, appoint a replacement, in each case by a decision of the directors.

17. Change of company name

The name of the Company may be changed by:

1. a decision of the directors; or
2. a special resolution of the Members,

or otherwise in accordance with the Act.

18. Membership

In this article unless the context otherwise requires:-

NLA means the National Landlords Association (Company Number 04601987).

RLA means the Residential Landlords Association Ltd (Company Number 02869179)

Existing Member means any person who is a member of either NLA or the RLA on the Merger Date in whatever class of membership.

Merger means the merger of the business and operations of the NLA and the RLA which will thereafter be carried on by the Company subsequent to the completion of the merger.

Merger Date means the date of completion of the Merger as certified by either the Chair of the NLA or the RLA.

Becoming and ceasing to be a member:

18.1 The Company shall admit to Membership an individual or organisation which:

1. applies to the Company using the application process approved by the directors; and
2. is approved by the directors.
3. A letter shall be sent to each successful applicant confirming their Membership of the Company and the details of each successful applicant shall be entered into the Register of Members to be kept at the registered address of the Company.

18.2 The directors may in their absolute discretion decline to accept any application for Membership and need not give reasons for doing so.

18.3 The directors may prescribe criteria for Membership of the Company but shall not be obliged to accept persons fulfilling those criteria as Members.

18.4 The directors may establish different classes of Members and set out the different rights and obligations for each class, with such rights and obligations recorded in the Register of Members.

18.5 Regulation 20.1, 20.2 and 20.3 shall not apply to any Existing Member and instead the provisions of this Regulation shall apply.

18.6 Every Existing Member shall be entitled to membership of the Company with the same rights as they were entitled to as an Existing Member of the NLA or RLA (as the case may be) immediately prior to them becoming a member of the Company.

18.7 Following the Merger Date Existing Members shall be issued with membership of the Company in such manner and in such time as the Directors shall determine.

18.8 Where the same person is an Existing Member of both the NLA and the RLA that person shall be entitled to become a member of the Company in respect of each of their existing memberships and to be admitted to two memberships of the Company.

18.9 Transfer of membership

1. A Member may not transfer his membership to another person
2. When a Member dies his Membership shall automatically terminate.

18.10 Resignation of a member

Any member of the Company desiring to resign from membership shall signify such desire in writing to the Company Chief Executive or Secretary and his name shall then be removed from the list of members and he shall cease to be a member as soon as his name has been removed from the list.

18.11 Expulsion of a member

1. The directors may terminate the Membership of any Member without his consent by giving the Member written notice if, in the reasonable opinion of the directors, the Member:
2. is guilty of conduct which has or is likely to have a serious adverse effect on the Company or bring the Company or any or all of the Members and directors into disrepute; or
3. has acted or has threatened to act in a manner which is contrary to the interests of the Company as a whole; or
4. has failed to observe the terms of these Articles.

Following such termination, the Member shall be removed from the Register of Members.

1. The notice to the Member must give the Member the opportunity to be heard in writing or in person as to why his membership should not be terminated. The directors must consider any representations made by the Member and inform the Member of their decision following such consideration. There shall be no right to appeal from a decision of the directors to terminate the Membership of a Member.
2. A Member whose Membership is terminated under this Article shall not be entitled to a refund of any subscription or Membership fee and shall remain liable to pay to the Company any subscription or other sum owed by him.

19. Decision making by members

19.1 General meetings

1. The Board may convene meetings of the members of the Company at such time and place as the Board shall appoint by giving a minimum of 14 working days’ notice to members of such meetings being convened. A minimum of one meeting a year will be convened.
2. Meetings may be convened to be held in person or via electronic or other means which enables direct communication between participants.
3. 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. The notice shall be given to all the members and to the Board and the auditors.
4. 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 of that meeting.
5. The meeting will be chaired by the Chair of the Company or any director nominated by the Board to preside as chair of the meeting.
6. At any general meeting a declaration by the Chair that a resolution has been carried or lost and an entry to that effect in the Minute Book of the Company shall be conclusive evidence of that fact.

19.2 Votes of members

Subject to the Act, at any general meeting:

1. every Member who is present in person (or by proxy) shall on a show of hands have one vote; and
2. every Member present in person (or by proxy) shall on a poll have one vote.
3. where the member is under regulation 18.8 entitled to two memberships of the Company, they will have two votes in respect of this regulation.

19.3 Poll votes

1. A poll may be demanded at any general meeting by any qualifying person (as defined in section 318(3) of the Act) present and entitled to vote at the meeting.
2. Model Article 30(3) shall be amended by the insertion of the words "A demand so withdrawn shall not invalidate the result of a show of hands declared before the demand was made" as a new paragraph at the end of that article.

19.4 Proxies

1. Model Article 31 (l)(d) shall be deleted and replaced with the words "is delivered to the company in accordance with the Articles not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in accordance with any instructions contained in the notice of the general meeting (or adjourned meeting) to which they relate".
2. Model Article 31 (1) shall be amended by the insertion of the words "and a proxy notice which is not delivered in such manner shall be invalid unless the directors, in their discretion, accept the notice at any time before the meeting" as a new paragraph at the end of that article.

19.5 Postal or electronic votes

1. The directors may from time to time at their discretion ask members to vote by post or electronic means
2. Votes will be recorded if received by the Company within 10 days of sending out a notice to the member’s registered postal or electronic address.
3. A declaration by the Chair or designated officer of the Company that a resolution has been carried or lost and an entry to that effect recorded in a Resolutions Register of the Company shall be conclusive evidence of that fact.

20. Administrative arrangements

20.1 Means of communication to be used

Any notice, document or other information shall be deemed served on or delivered to the intended recipient:

1. if properly addressed and sent by prepaid United Kingdom post to an address in the United Kingdom within 72 hours after it was posted;
2. if properly addressed and delivered by hand, when it was given or left at the appropriate address;
3. if properly addressed and sent or supplied by electronic means, one hour after the document or information was sent or supplied; and
4. if sent or supplied by means of a website, when the material is first made available on the website or (if later) when the recipient receives (or is deemed to have received) notice of the fact that the material is available on the website.

For the purposes of this article, no account shall be taken of any part of a day that is not a Business Day.

20.2 In proving that any notice, document or other information was properly addressed, it shall suffice to show that the notice, document or other information was addressed to a postal or electronic address provided to the Company by the member.

21. Rules

The directors may establish rules governing matters relating to Company administration that are required from time to time for the effective operation of the Company (for example, the provisions relating to classes of Members, Membership fees and subscriptions and the admission criteria for Members). If there is a conflict between the terms of these Articles and any rules established under this Article, the terms of these Articles shall prevail.

22. Amendment of Articles of Association

22.1 The Company may amend the Articles of Association if the changes are made by way of Special Resolution agreed at a meeting of directors and returned to Companies House within working 15 days.

22.2 An amendment to the articles must be made by way of Special Resolution agreed by a majority of the members at a general meeting and returned to Companies House within working 15 days if it is:

1. a change to the statement of the objects of the Company
2. a change to what happens to Company property upon being wound up
3. a change which authorises funds or property to be used to benefit the directors or members, or people or organisations connected with them.

23. Indemnity and insurance

23.1 Subject to article 8, but without prejudice to any indemnity to which a relevant officer is otherwise entitled:

1. each relevant officer shall be indemnified out of the Company's assets against all costs, charges, losses, expenses and liabilities incurred by him as a relevant officer:

in the actual or purported execution and/or discharge of his duties, or in relation to them; and

in relation to the Company's (or any associated company's) activities as trustee of an occupational pension scheme (as defined in section 235(6) of the Act),

including (in each case) any liability incurred by him in defending any civil or criminal proceedings, in which judgment is given in his favour or in which he is acquitted or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part or in connection with any application in which the court grants him, in his capacity as a relevant officer, relief from liability for negligence, default, breach of duty or breach of trust in relation to the Company's (or any associated company's) affairs; and

1. the Company may provide any relevant officer with funds to meet expenditure incurred or to be incurred by him in connection with any proceedings or application referred to in article 8.I and otherwise may take any action to enable any such relevant officer to avoid incurring such expenditure.

23.2 This article does not authorise any indemnity to the extent that such indemnity would be prohibited or rendered void by any provision of the Act or by any other provision of law and any such indemnity is limited accordingly.

23.3 The directors may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any relevant officer in respect of any relevant loss.

23.4 In this article:

1. companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and
2. a relevant loss means any loss or liability which has been or may be incurred by a relevant officer in connection with that relevant officer's duties or powers in relation to the Company, any associated company or any pension fund or employees' share scheme of the Company or associated company; and
3. a relevant officer means any director or other officer or former director or other officer of the Company or an associated company (including any company which is a trustee of an occupational pension scheme (as defined by section 235(6) of the Act) , but excluding in each case any person engaged by the Company (or associated company) as auditor (whether or not he is also a director or other officer), to the extent he acts in his capacity as auditor)