CMC

Constitution (Draft for adoption)

MEMORANDUM OF ASSOCIATION OF
Cymdeithas Meddalwedd Cymraeg

1. The name of the Association (hereinafter called "the Association") is Cymdeithas
Meddalwedd Cymraeg. The following translation of the name into English may be used for clarification purposes only: The Association of Welsh Language Software.

2. The object for which the Association is established to draw the attention of the public and users of software and information technology to the work of the Welsh language information technology community and celebrate its successes. It therefore aims to bring together those involved in Welsh language information technology from the private, public and voluntary sectors, in both open and closed source technologies.

3. The aims of the Association will be:

3.1 the use of the Welsh language in every sphere of information technology

3.2 the development of original Welsh language software and language technology

3.3 the translation and adaptation of high quality software into Welsh

3.4 the creation of high quality content in the Welsh language

3.5 the creation of training material and courses in information technology through the medium of Welsh

4. In furtherance of the above object, but not otherwise, the Association shall have the
following powers:

4.1. To purchase, take on lease or exchange, hire or otherwise acquire and hold any
estate or interest, any land, buildings, easements, rights, privileges, concessions,
patent rights, licenses, secret processes, property of any kind necessary or
convenient for the purpose of or in connection with the Association's object.

4.2. To borrow, raise or secure the payment of money for the purposes of, or in
connection with, the Association's object, the borrowing or raising of money by the
Association, to become a member of any Building Society and to operate bank
accounts.

4.3. To receive money on deposit or loan upon such terms as the Association may
approve and to guarantee the obligations and contracts of clients and customers
and others including members of the Association.

4.4. To draw, make, accept, endorse, negotiate, discount and execute promissory
notes, bills of exchange, cheques and other negotiable instruments.

4.5. To make appeals for money and solicit subscriptions to the funds of the Association and to accept interest free loans, donations and any gifts of real or personal property including those subject to any trust and/or conditions compatible with the object of the Association and to carry out any such trust and/or conditions
compatible with the object of the Association.

4.8. To make any charitable donation either in cash or assets which the Association may deem expedient.

4.9. To enter into any partnership with any Association, organisation or person carrying out or proposing to carry out the object of this Association.

4.10. To establish or promote or concur in establishing or promoting any Association, firm, co-operative or other organisation the promotion of which shall be in any manner calculated to advance directly or indirectly the object or interest of the Association and to acquire and hold or dispose of shares, stock, securities or property issued by or any other obligations of such organisation.

4.11. To purchase or otherwise acquire and undertake all or any part of the business,
property, assets, liabilities and transactions of any person, organisation or
Association carrying on any business which the Association is authorised to carry on.

4.12. To make, publish, supply, sell or deal in books, periodicals, audio, film and video recordings, and other publications in any other medium or any other educational or training materials or to give public lectures, hold public meetings or other seminars
and presentations, whether or not making use of the above said educational and
training materials.

4.13. To obtain, acquire and purchase all necessary permits, licenses or trademarks
and other intellectual property rights required for the purpose of enabling the
Association to carry on its object or as deemed necessary to protect its property
upon such terms and conditions as it may think fit.

4.14. To sell, improve, manage, develop, turn to account, exchange, let or rent, grant
easements, licenses and other rights in or over, and in any manner deal with or
dispose of the undertaking and all or any of the property and assets for the time
being of the Association for such consideration as the Association may think fit,
subject to the provisions of clause 5.

4.15. To do all such other lawful things as are necessary for the achievement of the
objects.
In carrying out the aforesaid objects the Association shall have regard to the physical,
mental and emotional well being of the community.

5.(a) The income and property of the Association whencesoever derived shall be applied solely towards the promotion of the object of the Association as set out herein and no portion shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to the members of the Association except by
way of payment in good faith of reasonable and proper wages/fees and
repayments (including loans) of expenses to any member or employee of the
Association in return for any services actually rendered to the Association.

6. The liability of the members is limited.

7. Every member of the Association undertakes to contribute to the assets of the
Association, in the event of the same being wound up while they are a member or
within one year after they cease to be a member for payment of the debts and
liabilities of the Association contracted before they cease to be a member, and of
the costs, charges and expenses of winding up and for the adjustment of the
rights and contributories amongst themselves, such amount as may be required
not exceeding one pound.

8. Each full member will only be entitled to cast one vote when any resolution is put or any ballot conducted, irrespective of the amount of monies, assets or guarantees
that they have loaned or contributed in any way to the Association.

9. In the event of the dissolution or winding-up of the Association, after the satisfaction of all its debts and liabilities, the assets remaining shall not be distributed among the members but shall be transferred in the furtherance of the aforementioned
object to any organisation having charitable, philanthropic and/or benevolent
object similar to or compatible with the object 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 by virtue of
Clause 5 above, as may be determined by a General Meeting, or in so far as the
assets are not transferred, shall be held for charitable purposes.
This clause 9 and clause 5 hereof may only be changed by a unanimous vote of
all members at an Extraordinary General Meeting and section 17 of the Act shall
not apply.

10. Clauses in the Memorandum of Association except for clause 9 and clause 5
above may be altered by Special Resolution which is hereby defined as one
passed by a majority of not less than three-fourths of the membership voting in
person at an Extraordinary General Meeting of which not less than twenty-one
clear days notice has been given specifying the purpose for which the meeting
has been called.

Cymdeithas Meddalwedd Cymraeg
INTERPRETATION

2. In these regulations:-
"the Act" means the Companies Act 1985 and 1989 including any statutory
amendments or re-enactment thereof for the time in force.
"the articles" means the Articles of the Association.
"clear days" in relation to the period of a notice means that 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.
"executed" includes any mode of execution.
"the 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.
Unless the context otherwise requires, words or expressions contained in these
regulations bear the same meaning as in the Act but excluding any statutory
modification thereof not in force when these regulations become binding on the
Association.

MEMBERSHIP

3. The first members of the Association shall be the Subscribers to the Memorandum
of Association.

4. The Board of Directors may admit to membership any person who has attained
the age of eighteen years and who is in agreement with the object of the Association
and who has been successful in the Association’s assessment and examination
procedure, without discrimination between persons by reference to wealth,
politics, race, religion, sex or disability.

5. Every application for membership shall be considered by the Board of Directors at
its first meeting after the application was made or as soon afterwards as is
practicable. When refusing any application for membership, the Board of
Directors shall ensure that the applicant is aware of their right of appeal to the
Board of Directors.

6. If it so wishes, the Board of Directors shall decide upon a membership fee from time to time.

CATEGORIES OF MEMBERSHIP

7. Every member upon admission shall be allocated to one of the following
categories of membership at the absolute discretion of the Board of Directors;
(a) "Full Members" shall be members who are active in the development of quality Welsh language software, whether that may be in the public, private or voluntary sectors, as a member of a company or society or as an individual. Only full members will be allowed to vote in General Meetings.
(b) "Supporting Members” shall be members who support the aims and objectives of the association but who are not active in the development of quality Welsh language software. Supporting members will be welcome to attend and speak at General Meetings, but will not have the right to vote or elect officers.

REGISTER OF MEMBERS

8. The Association shall keep a Register of Members containing the name and
address of every member, the date on which they became a member and the date
on which they ceased to be a member. Every member shall either sign a written
consent to become a member or sign the Register on becoming a member.

CESSATION OF MEMBERSHIP

9. A member shall cease to be a member immediately that he/she or it:
(i) ceases to fulfil any of the qualifications for membership as specified by
Article 4 and Article 7; or
(ii) resigns in writing to the Secretary; or
(iii) is expelled by a Special Resolution carried in accordance with Article 25 at
an Extraordinary General Meeting called to consider the matter; or
(iv) dies, if an individual person; or
(v) is wound up or goes into liquidation, if a corporate body or association; or
(vi) fails to pay the annual subscription (if any) or any other monies due to the
Association.

10. The rights and privileges of a member shall not be transferable or transmissible,
and all such rights and privileges shall cease upon the member ceasing to be
such.

GENERAL MEETINGS

11. The Association shall in each calendar year hold an Annual General Meeting and
shall specify the meeting as such in the notices calling it providing that every
Annual General Meeting except the first shall be held not more than fifteen months
after the holding of the last preceding Annual General Meeting. The first Annual
General Meeting of the Association shall be held within eighteen months of
incorporation.

12. The business of an Annual General Meeting shall include;

(i) The receipt of the reports of the Chairperson and Board of Directors of the
Association;

(ii) the consideration of audited accounts (if any) presented by the Board of
Directors;

(iii) the election of the Board of Directors;

(iv) a decision on the application of any surplus/profits;

(v) the appointment and the fixing of the remuneration of the Auditors (if any).
All other business transacted at an Annual General Meeting shall be deemed
Special.

13. Ordinary General Meetings of the Association shall be held annually but the
Association may decide at General Meeting to hold a General Meeting more or less
frequently.

14. The Board of Directors may, whenever they think fit, convene an Extraordinary
General Meeting of the Association, or any two members or ten percent of the
membership, whichever is greater, may convene an Extraordinary General
Meeting as provided by section 368 of the Act.

NOTICES

15. An Annual General Meeting and a meeting called for the passing of a special
resolution as described in Article 25 shall be called by giving at least twenty-one
clear days’ notice. Any other General Meeting shall be called by giving at least
fourteen clear days’ notice.

16. Notice of every General Meeting shall be given in writing to every member of the
Association and to the Auditors (if any) and shall be given personally or by sending
it by post to them or their registered office or any address given by them for this
purpose within the United Kingdom.

17. Notice shall be exclusive of the day on which it is served or given and shall specify the place and exact time of the meeting and the general nature of the business to be dealt with. In the case of an Annual General Meeting notice shall specify the
meeting as such and in the case of an Extraordinary General Meeting the exact
nature of the business to be raised at the meeting shall be specified.

18. Where notice is sent by post, service of the notice shall be deemed to be effected
by properly addressing, prepaying and posting the notice and to have been
effected at the expiration of forty-eight hours after notice has been posted.

19. 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
proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

20. Every member and such other persons as receive notice shall be entitled to attend
and speak at a General Meeting.

21. No business shall be transacted at a General Meeting unless a quorum of
members is present. For the time being ten members entitled to vote shall be the
quorum.

22. If there is not a quorum half an hour from the time appointed for the meeting it
shall stand adjourned until the same day in the next week at the same time and
mode, or otherwise as the Directors may determine, and if there is not a quorum
at the adjourned meeting within half an hour from the time appointed for the
meeting those full members at that meeting shall be a quorum.

23. The Chairperson or in their absence some other Director nominated by the
Directors shall preside as Chair of the meeting, but if neither the Chairperson nor
such other Director (if any) be present within fifteen minutes after the time
appointed for holding the meeting and willing to act, the full members present shall
elect one of their number to be Chairperson.

24. The Chairperson may with the consent of the meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meeting from time to
time and place to place but no business shall be transacted at an adjourned
meeting other than business which might have been transacted at the meeting
from which the adjournment took place. When a meeting is adjourned for thirty
days or more, notice shall be given as in the case of the original meeting.
Otherwise it shall not be necessary to give any such notice.

25. Decisions at General Meetings shall be made by passing resolutions:
(a) Decisions involving an alteration to Clause 5 and 9 of the Memorandum of
Association and to Articles 61 and 62 and this Article 25(a) shall require
the unanimous vote of all the members of the Association at an
Extraordinary General Meeting testified by their signatures.
(b) The decisions involving an alteration to clauses of the Memorandum or
Articles of Association, other than those specified, and other decisions so
required from time to time by statute and by these Articles shall be made
by a Special Resolution. A Special Resolution is here defined as one
passed by a majority of not less than three-fourths of the full members of the
Association meeting and voting at an Extraordinary General Meeting.
(c) All other decisions shall be made by ordinary resolution requiring a simple
majority.

26. At any General Meeting a resolution put to the vote of the meeting shall be
decided on a show of hands or other suitable signal unless a poll, is, before or
upon the declaration of the result of the show of hands, demanded by:-
(a) the Chairperson, or
(b) by a full member or members representing not less than one tenth of the total
voting rights of all the members having the right to vote at the meeting.

27. Unless a poll be so demanded a declaration by the Chairperson that a resolution
has been carried or lost and an entry to that effect in the minutes of the
proceedings of the Association shall be conclusive evidence of the fact without proof
of the number or proportion of votes recorded in favour of or against the
resolution. The demand for a poll may be withdrawn.

28. If a poll is duly demanded it shall be taken in such a manner as the Chairperson of
the meeting directs and the result of the poll shall be deemed to be the resolution
of the meeting at which the poll was demanded.

29. Subject to the provisions of the Act a resolution in writing signed by all the
full members for the time being shall be valid and effective as if the same had been
passed at a General Meeting duly convened and held and may consist of several
documents in the like form, each signed by one or more full member.

30. Votes may be given personally only and not by proxy appointed by the member
and no member or proxy shall have more than one vote.

31. In the case of an equality of votes the Chair shall have a second or casting vote.

BOARD OF DIRECTORS

32. The business of the Association shall be managed by a Board of Directors which
shall be accountable to the members.

33. The initial Directors of the Association shall be appointed by the subscribers to the Memorandum of Association, and shall serve no more than 3 years. At the first
Annual General Meeting following this period a percentage of the Directors shall
retire in accordance with the Board’s decision and may offer themselves for reelection.

34. The Board of Directors will be elected every three years by the full members at the Annual General Meeting of the Association and retiring members shall be eligible for re-election without further nomination.

35. Invitations for nominations for the position of Director will be sent to all full members with the notice of the Annual General Meeting. Completed nominations will be accepted up to seven days before the date of the meeting. All nominations require
the signature of the nominated person and the signature of a proposor and
seconder all of which shall be members of the Association.

36. Unless otherwise determined by the Association in General Meeting the number of Directors shall be not less than 8 and not more than 20.

37. The Directors may at any time co-opt any person to the Board of Directors
whether or not they are a member of the Association, provided that the maximum
number prescribed in Articles 36 is not exceeded and that no more than three
such co-options shall be made between one Annual General Meeting and the
next. All persons so co-opted shall retire at the Annual General Meeting following
their co-option but shall be eligible to be re-appointed thereafter.

PROCEEDINGS OF THE BOARD OF DIRECTORS

38. Members of the Board of Directors may meet together for the despatch of
business, adjourn and otherwise regulate their meetings as they think fit and
questions arising at any meeting shall be decided by a majority of votes.

39. In the case of an equality of votes the Chairperson shall have a second or casting
vote.

40. A Director may, and the Secretary shall on the instruction of the Board of
Directors, summon a meeting of the Board of Directors at any reasonable time.

41. The quorum necessary for the transaction of business of the Board of Directors
shall be 60% of the directors.

42. If the Board of Directors shall at any time be reduced in number to less than the
minimum prescribed in Article 36, it may act as the Board of Directors for the
purpose of filling up vacancies in their body or summoning a General Meeting of
the Association, but no other purpose.

43. The Chairperson or in their absence some other director nominated by the Board
of Directors shall preside as Chairperson of the meeting, but if neither the
Chairperson nor such other director (if any) be present within fifteen minutes after
the time appointed for holding the meeting, the Board of Directors shall elect one
of their number to be Chairperson.

44. The Board of Directors shall cause proper minutes to be made of the proceedings
of all meetings of the Association, of the Board of Directors and any sub-committees
and of all business transacted at such meetings. All such minutes shall be open
to inspection by any member of the Association during the Association’s normal
working hours and by any other person authorised by the Association in General
Meeting.

45. A resolution in writing signed by all Directors for the time being who are entitled to vote shall be valid and have the same effect as if it had been passed at a meeting
of the Board of Directors and may consist of several documents in like form signed
by one or more Directors.

POWERS OF THE BOARD OF DIRECTORS

46. The business of the Association shall be managed by the Board of Directors who
may pay all reasonable expenses of Association as they think fit and may exercise
all such powers of the Association as may be exercised and done by the Association
and as are not by statute or by these Articles required to be exercised or done by
the Association in General Meeting.

47. No regulation made by the Association in General Meeting shall invalidate any prior act of the Board of Directors which would have been valid had that regulation not been made.

48. All cheques, promissory notes, drafts, bills of exchange and other negotiable
instruments, and all receipts for monies paid to the Association shall be signed,
drawn, accepted, endorsed, or otherwise executed, as the case may be, in such
manner as the Board of Directors shall from time to time by resolution determine.

49. Without prior prejudice to its general powers, the Board of Directors may exercise
all the powers of the Association to borrow money and to mortgage or charge its
undertaking and property or any part thereof and to issue debentures and other
securities whether outright or as security for any debt, liability or obligation of the
Association or of any third party.

50. The Board of Directors may delegate any of its powers to sub-committees
consisting of such members of the Association as it thinks fit. Any sub-committee
so formed shall conform to any regulations that may be imposed on it by the
Board of Directors.

51. The Directors of the Association will appoint two named Directors to sign on behalf of the Association any legal documents including leases where signatures are
required in the execution of the Association’s powers.

DISQUALIFICATION AND REMOVAL OF DIRECTORS

52. The office of a director shall be immediately vacated if he/she:

(i) ceases to be a Director by virtue of any provision of the Act or become
prohibited by law from being a Director; or

(ii) becomes bankrupt or make any arrangement or composition with their
creditors generally; or

(iii) is, or may be, suffering from mental disorder and either:
• is admitted to hospital in pursuance of an application for admission
for treatment under the Mental Health Act 1983 or
• an order is made by a court having jurisdiction (whether in the
United Kingdom or elsewhere) in matters concerning mental
disorder for their detention or for the appointment of a receiver,
curator bonis or other person to exercise powers with respect to
their property or affairs; or

(iv) resigns their office by notice to the Association; or

(v) shall for more than four consecutive meetings have been absent without
permission of the Board of Directors from meetings of Directors held during
that period and the Directors resolve that his/her office be vacated; or

(vi) is removed from office by resolution of the Association in General Meeting in
accordance with Section 303 of the Act.

REMUNERATION OF DIRECTORS

53. Any remuneration of Directors shall only be in respect of services actually
rendered to the Association, subject to the provisions of Clause 5 of the
Memorandum of Association, including the payment of fair and proper wages/fees
in the case of Directors employed/commissioned by the Association. Directors may
also be paid all reasonable expenses incurred by them in attending and returning
from meetings of Directors or General Meetings of the Association or in connection
with the business of the Association

SECRETARY AND OTHER EXECUTIVE OFFICERS

54. Subject to the provisions of the Act, the secretary and other executive officers
shall be appointed by the Board of Directors for such term, at such remuneration
and upon such conditions as they may think fit, and any secretary or executive
officer so appointed may be removed by them.

ACCOUNTS

55. The Board of Directors shall cause proper books of account to be kept with
respect to:

(i) All sums of money received and expended by the Association and the
matters in respect of which the receipt and expenditure takes place.

(ii) All sales and purchases of goods and/or services by the Association, and

(iii) The assets and liabilities of the Association.
Proper books shall be deemed to be kept if they give a true and fair record of the
state of the Association's affairs and explain its transactions.

56. The books of account shall be kept at the registered office of the Association or at
such other places as the Board of Directors think fit, and shall always be open to
the inspection of all members of the Association upon approval of the Board of
Directors during normal working hours and by such other persons authorised by
the Association in General Meeting.

57. The Board of Directors shall from time to time in accordance with their statutory
obligations cause to be prepared and laid before the Association in General Meeting
such income and expenditure accounts, balance sheets and reports as are
required by statute.

APPLICATION OF SURPLUS

58. The surplus funds of the Association shall be applied in the following ways, in such
proportions and in such a manner as may be recommended by the Board of
Directors and approved at the Annual General Meeting:

(i) to creating a general reserve for the continuation and development of the
Association;

(ii) to make a payment for social and charitable purposes;

RULES OR BYE LAWS

59. The Board of Directors may from time to time make such Rules or Bye Laws as
they may deem necessary for the proper conduct and management of the
Association. The Association in General Meeting shall have power to alter or repeal
the Rules or Bye Laws and to make additions thereto and the Board of Directors
shall adopt such means as they deem sufficient to bring to the notice of members
of the Association all such Rules or Bye Laws, which so long as they shall be in
force, shall be binding on all members of the Association. Provided, nevertheless,
that no Rule or Bye Law shall be inconsistent with, or shall affect or repeal
anything contained in the Memorandum or Articles of the Association.

INDEMNITY

60. Every member, Director, Association Secretary, auditor (if any) and other officer for the time being of the Association shall be indemnified out of the assets of the
Association against any losses or liabilities incurred by him/her in or about the
execution or discharge of the duties of her/his office subject to the provisions of
section 310 of the Act, except to the extent that such losses or liabilities shall be
attributable to:

(i) fraud or other matters in respect of which the member concerned shall be
convicted of a criminal offence; or

(ii) negligence; or

(iii) actions knowingly beyond the scope of a specific authority or limit thereon
on the part of the person in question.

DISSOLUTION

61. Clause 9 of the Memorandum of Association relating to the winding up and
dissolution of the Association shall have effect as if the provisions thereof were
repeated in these Articles.

AMENDMENT TO ARTICLES

62. The provisions of these Articles of Association may only be amended by a Special
Resolution passed in accordance with Article 25 except those otherwise specified.
No amendment of Articles is valid until registered with the Registrar of Companies.

SOCIAL AUDIT

63. A Social audit of the Association may, by resolution of the Association in General
Meeting, be undertaken annually of the Association's activities, in addition to the
financial audit required by law. The role of such a social audit would be to attempt
to identity the social costs and benefits of the Association's work, and to enable an
assessment to be made more easily than may be made from financial accounts
only of the Association's overall performance in relation to its object.
Such a social audit may be drawn up by an independent assessor appointed by
the Association in General Meeting, or by the Board of Directors who may submit
their report for verification or comments to an independent assessor.
A social audit may include an assessment of the internal collective working of the
employees of the Association, including employees' views, internal democracy and
decision making, wages, health and safety, skill sharing and education
opportunities, or other matters concerning their overall personal or job satisfaction;
an assessment of the Association's activities externally, including its effects on
persons involved in the same or similar trade, on customers and suppliers, and on
persons residing in areas where the Association is located.