The RTM Companies (Memorandum and Articles of Association) (England) Regulations 2003

1Citation, commencement and application

2Form and content of memorandum and articles of association of RTM companies

SCHEDULEMEMORANDUM AND ARTICLES OF ASSOCIATION OF RTM COMPANIES

PART 1MEMORANDUM OF ASSOCIATION

THE COMPANIES ACTS 1985 AND 1989

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION OF [NAME] RTM COMPANY LIMITED

1The name of the company is “[name] RTM Company Limited”....

2The registered office of the Company will be situated in...

3The objects for which the Company is established are to...

4In furtherance of the objects, but not otherwise, the Company...

5The income of the Company, from wherever derived, shall be...

6The liability of the members is limited.

7Every member of the Company undertakes to contribute such amount...

8If, on the winding up of the Company, there remains...

9In this Memorandum, references to an Act include any statutory...

PART 2ARTICLES OF ASSOCIATION

THE COMPANIES ACTS 1985 AND 1989

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION OF [NAME] RTM COMPANY LIMITED

1INTERPRETATION

2Unless the context otherwise requires, words or expressions contained in...

3In these articles, references to an Act shall include any...

5No person shall be admitted to membership of the Company...

6A person who, together with another or others, is to...

7Every person who is entitled to be, and who wishes...

8Applications for membership by persons who are to be regarded...

9The directors shall, upon being satisfied as to a person’s...

10Upon the Company becoming an RTM company in relation to...

11If a member (or joint member) dies or becomes bankrupt,...

12A member may withdraw from the Company and thereby cease...

13If, for any reason— (a) a person who is not...

14GENERAL MEETINGS

15The directors may call general meetings and, on the requisition...

16All general meetings shall be held at the Premises or...

17NOTICE OF GENERAL MEETINGS

18The notice shall specify the time and place of the...

19The notice shall also include or be accompanied by a...

20Subject to the provisions of these articles, the notice shall...

21The accidental omission to give notice of a meeting to,...

22PROCEEDINGS AT GENERAL MEETINGS

23No business shall be transacted at any general meeting unless...

24If such a quorum is not present within half an...

25The chairman, if any, of the board of directors or...

26If no director is willing to act as chairman, or...

27A director shall, notwithstanding that he is not a member,...

28The chairman may, with the consent of a meeting at...

29A resolution put to the vote of a meeting shall...

30Unless a poll is duly demanded, a declaration by the...

31The demand for a poll may, before the poll is...

32A poll shall be taken as the chairman directs and...

33In the case of an equality of votes, whether on...

34A poll demanded on the election of a chairman or...

35No notice need be given of a poll not taken...

36A resolution in writing executed by or on behalf of...

37VOTES OF MEMBERS

38If there are no landlords under leases of the whole...

39At any time at which there are any landlords under...

40In the case of any persons who are to be...

41The Company shall maintain a register showing the respective entitlements...

42Any objection to the qualification of any voter or to...

43A member in respect of whom an order has been...

44On a poll votes may be given either personally or...

45An instrument appointing a proxy shall be writing, executed by...

[Name of Company]

Signed on [date]

46Where it is desired to afford members an opportunity of...

[Name of Company]

Signed on [date]

47The instrument appointing a proxy and any authority under which...

48A vote given or poll demanded by proxy or by...

49QUALIFICATION OF DIRECTORS

50NUMBER OF DIRECTORS

51APPOINTMENT AND REMOVAL OF DIRECTORS

52Subject to the provisions of the Companies Act, the directors...

53If the Company, at the meeting at which a director...

54A person other than a director retiring by rotation shall...

55Not less than seven nor more than twenty-eight clear days...

56Subject to articles 51 to 55, the Company may by...

57The directors may appoint a person who is willing to...

58Subject to those articles, a director who retires at an...

59ALTERNATE DIRECTORS

60An alternate director shall be entitled to receive notice of...

61An alternate director shall cease to be an alternate director...

62Any appointment or removal of an alternate director shall be...

63Except where otherwise provided in these articles, an alternate director...

64DISQUALIFICATION AND REMOVAL OF DIRECTORS

65POWERS OF DIRECTORS

66The directors may, by power of attorney or otherwise, appoint...

67DELEGATION OF DIRECTORS' POWERS

68REMUNERATION OF DIRECTORS

69DIRECTORS' EXPENSES

70DIRECTORS' APPOINTMENTS AND INTERESTS

71Subject to the provisions of the Companies Act, and provided...

72For the purposes of article 71— (a) a general notice...

73DIRECTORS' GRATUITIES AND PENSIONS

74PROCEEDINGS OF DIRECTORS

75The quorum for the transaction of the business of the...

76The continuing directors or a sole continuing director may act...

77The directors may appoint one of their number to be...

78All acts done by a meeting of directors, or of...

79A resolution in writing signed by all the directors entitled...

80A director who is not a member of the Company...

81A director who is a member of the Company may...

82If a question arises at a meeting of directors or...

85NO DISTRIBUTION OF PROFITS

87INSPECTION AND COPYING OF BOOKS AND RECORDS

89The Company may give any notice to a member either...

90A member present, either in person or by proxy, at...

91Proof that an envelope containing a notice was properly addressed,...

92A notice sent by first class post shall be deemed...

94The directors shall have power to purchase and maintain for...

95RULES OR BYE-LAWS

96The Company in general meeting shall have power to alter,...

2003 No. 2120

LANDLORD AND TENANT, ENGLAND

The RTM Companies (Memorandum and Articles of Association) (England) Regulations 2003

Made7th August 2003

Laid before Parliament18th August 2003

Coming into force30th September 2003

The First Secretary of State, in exercise of the powers conferred by sections 74(2), (4) and (6) and 178(1) of the Commonhold and Leasehold Reform Act 20021, hereby makes the following Regulations: