The Authors Guild, Inc. et al v. Hathitrust et al

Filing 49

DECLARATION of Edward H. Rosenthal in Opposition re: 37 MOTION for Judgment on the Pleadings.. Document filed by Authors' Licensing and Collecting Society, Pat Cummings, Pat Cummins, Erik Grundstrom, Angelo Loukakis, Norsk Faglitteraer Forfatter0OG Oversetterforening, Roxana Robinson, Helge Ronning, Andre Roy, Jack R. Salamanca, James Shapiro, Daniele Simpson, Danielle Simpson, T.J. Stiles, Sveriges Forfattarforbund, The Australian Society Of Authors Limited, The Authors Guild, Inc., The Authors League Fund, Inc, Union Des Ecrivaines Et Des Ecrivains Quebecois, Fay Weldon, the Writers' Union of Canada. (Attachments: # 1 Exhibit A, # 2 Exhibit B, # 3 Exhibit C, # 4 Exhibit D, # 5 Exhibit E, # 6 Exhibit F)(Rosenthal, Edward)

EXHIBIT C

MEMORANDUM AND ARTICLES
OF ASSOCIATION
OF THE
AUTHORS’ LICENSING AND
COLLECTING SOCIETY

The Writers’ House
13 Haydon Street
London
EC3N 1DB
Tel: [phone]
email:[e-mail]
11/2011

THE COMPANIES ACTS 1948 TO 1985
A COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION OF
AUTHORS’ LICENSING AND COLLECTING SOCIETY LIMITED
(As altered by Special Resolutions passed 20th October 1978, 20th July 1987, 7th
October 1987, 22nd June 1992 and 11th November 1999)
1.

The name of the Company is:- ‘AUTHORS’ LICENSING AND COLLECTING
SOCIETY LIMITED’1

2.

The Registered Office of the Company will be situate in England.

3.

The objects for which the Company is established are:(a)

(b)

To exercise and enforce on behalf of the Members of the Company and others
being the authors of any literary or dramatic works, the composers of any
musical works, the originators of any artistic works or the owners of or being
otherwise howsoever entitled to the benefit of or interest in the Rights in such
works (hereinafter called ‘the proprietors’) all the rights and remedies of the
proprietors by virtue of any legislation or other legal authority or otherwise
howsoever regarding the Rights in respect of the exploitation or use in any way
of such works.3

(c)

In the exercise or enforcement of such rights and remedies to make and from
time to time rescind alter or vary any arrangements and agreements with
respect to any such exploitation of such works in regard to the mode, periods
or extent in for or to which and the terms on which any such exploitation of
such works may be made or employed, and to collect, and receive and give
effectual discharges for all royalties, fees and other moneys payable under
such agreements or arrangements or otherwise in respect of any such
exploitation by all necessary actions or other proceedings and to recover such
royalties, fees and other moneys, and to restrain and recover damages for the
infringement by means of any such exploitation as aforesaid of the lending
rights or copyrights of such works or any other rights of the proprietors of the
Company on their behalf in respect of such works, and to release,
compromise or refer to arbitration any such proceedings or actions or any
other disputes or differences in relation to the premises.

(d)
1

To collect, administer and distribute the proceeds of lending rights,
reprographic rights and all or any other rights whatsoever, whether or not in
the nature of copyright (hereinafter referred to as ‘the Rights’) in works of all
kinds throughout the world for the benefit of the originators and other
proprietors thereof either as individuals or collectively and for the advancement
of literature, education and the arts.2

To obtain from the proprietors such assignments, assurances, powers of

Name of Company changed from AUTHORS’ LENDING AND COPYRIGHT SOCIETY LIMITED
on the 7th October 1987.
2
Clauses 3(a) as amended by Special Resolution passed on 22nd June 1992.
3
Clauses 3(b) as amended by Special Resolution passed on 22nd June 1992.

attorney or other authorities or instruments as may be deemed necessary or
expedient for enabling the Company to exercise and enforce its own name or
otherwise all such rights and remedies as aforesaid and to execute and do all
such assurances, agreements and other instruments and acts as may be
deemed necessary or expedient for the purpose of the exercise or
enforcement by the Company of such rights and remedies as aforesaid.
(e)

(f)

(i)

to grant gratuities, donations, pensions and emoluments to any
Member or ex-Member of the Company or any Member or ex-Member
of the Board or any person at any time in the employment of the
Company or engaged in any business, required by the Company and
the spouses, widows, widowers, families and dependants of any such
persons.5

(ii)

to establish, support, subscribe to and aid in the establishment and
support of funds, trusts, associations or institutions calculated to benefit
Members or ex-Members of the Company or persons employed by or
having dealings with the Company;

(iii)

to subscribe money for the relief of distress caused by natural disasters
or other exceptional calamities;

(iv)

5

To distribute the net moneys received by the Company in the exercise of the
foregoing powers, after making provision thereout for the expenses and
liabilities of the Company incurred in such exercise or in otherwise carrying out
the purposes and operations of the Company and for any contributions or
payments for any of the purposes specified in the next following sub-clause
hereof, amongst the proprietors entitled thereto in accordance with the rules to
be for the time being in force with respect to the distribution thereof.

(g)

4

To make and from time to time alter or vary any rules for regulating (1) The
mode in which the works of the proprietors are to be communicated or
declared by them to the Company; (2) The mode in which the periods or
period for which, and the conditions under which the proprietors are to
authorise the Company to exercise and enforce the rights and remedies
aforesaid of the proprietors in respect of such works as aforesaid; (3) The
mode and shares in which and the times at which the net moneys received by
the Company in respect of any such works aforesaid are to be divided and
apportioned among the proprietors interested therein respectively; (4) The
provision either directly or through trusts or associations, of gratuities,
donations or pensions for Members or ex-Members of the Company, or their
spouses, widows, widowers, families or dependants; and (5) The
administration of the property or business of the company and any matters
incidental thereto.4

to make payment by way of loan or gift or on such terms as may be
thought fit for any purpose conducive to the improvement or
advancement of the creation, teaching or performance of literary,
dramatic, musical or artistic works or the research into or development
of science, technology and law or any of them and whether or not

Clause 3(e) as altered by Special Resolution passed on 11th November 1999.
Clause 3 (g) (i) as altered by Special Resolution passed on 11th November 1999.

related to the rights or interests or potential rights or interests of the
proprietors of works as aforesaid, or to or for the benefit of any society,
association or company whose objects shall include any such purpose;
and
(v)

to receive contributions, subscriptions or donations for any of the
aforesaid purposes from Members of the Company, employees or
others.

(h)

To carry on any business which may seem to the Company capable of being
conveniently carried on in connection with the above objects or calculated,
directly or indirectly, to enhance the value of or render profitable any of the
property or rights of the Company or proprietors.

(i)

To acquire or undertake the whole or any part of the business, property or
liability of any person or company carrying on any undertaking or business
which the Company is authorised to carry on or possessed of property
suitable for the purposes of the Company.

(j)

To enter into partnership or into any arrangement for sharing profits, union of
interests, co-operation, joint adventure, reciprocal concession or otherwise
with any person, association or company carrying on or engaged in or about
to carry on or engage in any business or transaction which this Company is
authorised to carry on or engage in or any business or transaction capable of
being conducted so as directly or indirectly to benefit this Company, and to
amalgamate with or become affiliated to any such association or company,
and to lend money to, guarantee the contracts of or otherwise assist any such
person, association or company, and to take or otherwise acquire shares and
securities of any such company and to sell, hold, re-issue, with or without
guarantee, or otherwise deal with the same.

(k)

To take or otherwise acquire and hold shares in any other company having
objects altogether or in part similar to those of this Company or carrying on
any business capable of being conducted so as directly or indirectly to benefit
this Company.

(l)

To promote any company or companies for the purpose of acquiring all or any
of the property and liabilities of this Company or for any other purpose which
may seem directly or indirectly calculated to benefit this Company.

(m)

Generally to purchase, take on lease or in exchange, hire or otherwise acquire
any real and personal property and any rights or privileges which the Company
may think necessary or convenient for the purposes of its undertaking or
business.

(n)

To invest and deal with the moneys of the Company not immediately required
in such manner as may from time to time be determined.

(o)

To lend money to such persons and on such terms as may seem expedient
and in particular to Members and others having dealings with the Company,
and to guarantee the performance of contracts by any such persons.

(p)

To borrow or raise or secure the payment of money in such manner as the

Company shall think fit and in particular by the issue of debentures or
debenture stock, perpetual or otherwise, charged upon all or any of the
Company’s property (both present and future), and to purchase, redeem, or
pay off any such securities.
(q)

To remunerate any person or company for services rendered or to be
rendered in placing or guaranteeing the placing of any debentures, debenture
stock or other securities of the Company or in or about the formation or
promotion of the Company or the conduct of its business.

(r)

To draw, make, accept, endorse, discount, execute and issue promissory
notes, bills of exchange, debentures and other negotiable or transferable
instruments.

(s)

To sell or dispose of the undertaking of the Company or any part thereof for
such consideration as the Company may think fit, and in particular for shares,
debentures or securities of any other company having objects altogether or in
part similar to those of this Company.

(t)

To adopt such means of making known the operations of the Company as
may seem expedient, and in particular by advertising in the press, by circulars,
by publication of books and periodicals.

(u)

To procure the Company to be registered or recognised in any foreign country
or place.

(v)

To sell, improve, manage, develop, exchange, lease, mortgage, dispose of,
turn to account or otherwise deal with all or any part of the property and rights
of the Company.

(w)

To appoint any agent or agents for the collection and recovery of any moneys
receivable by the Company in the exercise of its powers or otherwise for the
purpose of the exercise of any such powers.

(x)

To do all or any of the above things in any part of the world and as principals,
agents, contractors, trustees or otherwise, and by or through trustees, agents
or otherwise, and either alone or in conjunction with others.

(y)

Provided nevertheless that the objects of the Company shall not extend to any
of the purposes mentioned in Section 28 of the Trade Union and Labour
Relations Act 1974.6

And it is hereby declared that each of the objects hereinbefore mentioned shall
wherever and in so far as the context and subject admit be regarded as an
independent object, and in no wise shall be limited or restricted by reference to or
inference from the name of the Company or any other paragraph or otherwise
howsoever.
4.

The liability of the Members is limited.

5.

Every Member undertakes to contribute to the assets of the Company, in the event of

6

Clause 3(y) as amended by Special Resolution passed on 22nd June 1992.

the same being wound up during the time that he is a Member or within one year
afterwards, for the payment of debts and liabilities of the Company contracted before
the time at which he ceases to be a Member, and the costs, charges and expenses
of winding up the same, and for the adjustment of the rights of the contributories
among themselves, such amount as may be required not exceeding £1.

We, the several persons whose names and addresses are subscribed, are desirous of
being formed into a Company in pursuance of this Memorandum of Association.
Names, Addresses and Descriptions of the Subscribers.

Lord Willis of Chislehurst
5 Shepherds Green
Chislehurst Kent
Author
Colin Henry Spencer
44 Lonsdale Square
London N1
Author
Raymond Leonard Jenkins
187 Pitshanger Lane
London W5
Scriptwriter
Michael Vincent Levey
3/185 Old Brompton Road
London SW5 0AN
Director: National Gallery
Maureen Patricia Duffy
8 Roland Gardens
London SW7
Author
Brigid Antonia Brophy
3/185 Old Brompton Road
London SW5 0AN
Author
Elizabeth Jane Howard
Garden House Flask Walk
London NW3
Author

Dated the 10th day of March 1977
WITNESS to the above signatures:Eva Figes
24 Fitzjohns Avenue
London NW3
Author

THE COMPANIES ACT 1985
A PRIVATE COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION OF
AUTHORS’ LICENSING AND COLLECTING SOCIETY LIMITED
(Adopted by Special Resolution passed on the 24th November 2011)
1.

In these Articles, unless there is something in the subject or context inconsistent
therewith:(i)

‘2006 Act’ means the Companies Act 2006 including any statutory
modification or re-enactment thereof for the time being in force.

(ii)

‘the Act’ means the Companies Act 1985 including any statutory
modification or re-enactment thereof for the time being in force and any
provisions of the Companies Act 2006 for the time being in force.

(iii)

‘Affiliated Society’ means any of the societies in countries outside the
United Kingdom affiliated to the Company or to which the Company itself
is affiliated or which is affiliated in common with the Company to another
society or which is associated by contract or otherwise howsoever with the
Company.

(iv)

‘the Company’ means the above-named Company.

(v)

‘distribution’ means any distribution which may, pursuant to the Rules be
made among the Members and Affiliated Societies out of the monies
received by the Company in respect of the exercise of their rights, licence
or authority granted by them to the Company and ‘distributed’ and
‘distributable’ have corresponding meanings.

(vi)

‘lending right’ in relation to a work, means any right which may be
exercised or enjoyed by the owner of the right in respect of the lending of
the work by a library to members of the public (irrespective of whether the
work is used by the public on or off the premises of the library) but, for the
avoidance of doubt, excluding any right administered by the Registrar of
Public Lending Right under the Public Lending Right Act 1979 as
amended modified or re-enacted from time to time.

(vii)

‘Member’ means and includes an Ordinary Member and a Successor
Member.

(viii)

‘membership’ means membership of the Company.

(ix)

‘off-air recording right’, in relation to a work, means the right to make, or
authorise the making of, reproductions of the work by making a recording
of a received radio or television broadcast which incorporates the work.

(x)

‘the Office’ means the registered office of the Company.

(xi)

‘Ordinary Member’ means a person admitted to membership as a person
eligible under paragraph (a) of Article 4.

(xii)

‘private copying right’, in relation to a work means any right which may be
exercised or enjoyed by the owner of the right in respect of the
reproduction of the work for personal or non-commercial purposes.

(xiii)

‘rental right’ means the right to issue to the public copies of a work by way
of rental and includes the right to claim and receive and make and
administer arrangements for remuneration of all kinds (including without
limitation so-called equitable remuneration) in respect of rental.

(xiv)

‘rental’ means any arrangement under which a copy of a work (whether or
not included in another work of any description) is made available for use
for a limited period of time for direct or indirect economic advantage on
terms that it will or may be returned but excludes any arrangement under
which a copy of a work is made available (a) for on the spot reference; or
(b) for the purpose of performance in public, exhibition broadcasting or
inclusion in a cable programme service. ‘Copies’ in relation to the issue to
the public and the rental of copies of a work includes the issue to the
public or rental of the original.

(xv)

‘reproduction right’, in relation to a work, means the right exercisable
anywhere in the world to reproduce or authorise the reproduction of the
work by means of any appliance or process capable of producing multiple
copies of the work.

(xvi)

‘Rules’ means the rules from time to time made for the purposes
mentioned in Clause 3(e) of the Memorandum of Association.

(xvii)

‘seal’ means the common seal of the Company.

(xviii)

‘the Subject right’ means any right which may be administered by the
Company.

(xix)

‘Successor Member’ means a person admitted to membership as a
person eligible for membership under paragraph (b) of Article 4.

(xx)

‘work’ means any literary, dramatic, musical or artistic work.

(xxi)

words importing the singular number include the plural and vice versa.

(xxii)

words importing the masculine gender include the feminine.

(xxiii)

words importing persons include corporations.

(xxiv)

words or expressions contained in these Articles shall bear the same
meaning as in the Act as from the date at which these Articles become
binding on the Company.

(xxv)

‘writer’ means an author of any literary or dramatic work, the composer of
any musical work or the originator of any artistic work.

(xxvi)

‘United Kingdom’ means Great Britain, Northern Ireland, the Isle of Man,
the Channel Islands and the territorial waters of the United Kingdom and
things done in the United Kingdom sector of the continental shelf in the
manner and for the purposes as defined in Section 161 of the Copyright,
Designs and Patents Act 1988 shall for the purposes of these Articles be
deemed to be done in the United Kingdom.

(xxvii)

‘performing right’ in relation to any work means the right to perform the
work in public and the right to broadcast the work excluding the right in
any work which has been previously assigned to any society in any country
whose principal object is to administer the said right.

(xxviii)

‘right of communication to the public’ in relation to a work, means the right
to communicate a work to the public by electronic transmission and
includes the broadcasting of the work and inclusion of the work in an
interactive service for making a work available to the public by electronic
transmission in such a way that members of the public may access the
work from a place and at a time individually chosen by them.

MEMBERSHIP
2.

For the purpose of registration of the Company the number of members is declared
to be unlimited.

3.

The members of the Company are:(a)
(b)

4.

the Subscribers to the Memorandum of Association;
any person who is admitted to membership of the Company.

The following persons shall be eligible for admission to membership of the
Company:(a)
(b)

5.

any writer;
any surviving spouse, child or other relative, next-of-kin, beneficiary under
the Will or personal representative of a deceased writer, or Member.

(a)

Any person who is eligible may apply to the Company for admission to
membership. Such applications shall be made by the applicant and shall
be in such form as the Board shall from time to time prescribe. The Board
may require an applicant to supply such evidence of eligibility as it
considers reasonably necessary.

(b)

Each application shall be considered by the Board or in such other manner
as the Board may from time to time direct. The Board shall have full and
unrestricted power to refuse any application without assigning any reason
for such refusal.

(c)

Any person who is eligible for membership may be admitted to the
following categories of membership by the Board, or in accordance with
such procedure as the Board may from time to time prescribe, namely:(i)

a person eligible under paragraph (a) of Article 4 may be admitted
as an Ordinary Member;

(ii)

a person eligible under paragraph (b) of Article 4 may be admitted
as a Successor Member.

(d)

(a)

Subject to these Articles, a Successor Member shall have the rights and
privileges and shall be subject to the same obligations as an Ordinary
Member.

(b)

6.

The Board may in its discretion admit as an honorary member of the
Company any person who is not eligible for admission to membership
under Article 4. The membership of an honorary member may be
terminated by the Board in its discretion at any time without assigning any
reason therefor.

In cases where more than one person is admitted to the membership
under Article 5(c)(ii) as Successor Members in respect of an individual
deceased writer or Member, such persons shall, as a pre-requisite to them
being entitled to any further rights under these Articles (including voting
rights), provide written notice to the Company nominating one of their
number to:
(i) cast votes in accordance with these Articles and/or
(ii) be eligible as a candidate in the event of an election carried out in
accordance with the process set out in Article 49.

(c)

(d)

7.

An honorary member shall not be entitled to vote at general meetings, but
shall have such privileges as the Board, in its discretion, shall from time to
time decide that the honorary members, as a class, shall enjoy.
Subject to these Articles, the rights and privileges of an Ordinary,
Successor or honorary member are personal to the member and no
member shall be at liberty to transfer his/her membership to any other
person.

(a)

Every Member shall, on admission to membership of the Company, or at
any time thereafter if requested by the Company, assign or cause to be
assigned to the Company all the rights administered on his/her behalf by
the Company.

(b)

Every assignment to the Company pursuant to paragraph (a) of this Article
7 shall be in such form as the Board may from time to time prescribe and
shall operate for and during the period of the assignor’s membership,
subject to the provisions of Articles 9 and 10.

(c)

Subject to paragraph (e) of this Article 7 the categories of rights in each
work of a Member to be administered by the Company on behalf of that

Member are, in respect of the United Kingdom and the Republic of Ireland,
the following categories:(i)

the lending right;

(ii)

the reproduction right in each work;

(iii)

the private copying right;

(iv)

the right to communicate the work to the public by any means of
re-transmission or rebroadcasting of the work as a simultaneous
and unaltered relay of the original transmission.

(v)

the off-air recording right;

(vi)

the right to perform the work in public by means of apparatus for
receiving visual images or sounds conveyed by electronic means;

(vii)

the right to communicate the work to the public by means of the
satellite broadcasts of the programme services of the BBC
Worldwide and others including the terrestrial retransmission
thereof;

(viii)

the right to communicate the work to the public by electronic
transmission, capable of or amenable to collective administration;

(ix)

the rental right;

(x)

the performing right;

(xi)

the right for educational establishments to reproduce the work for
use in enlarged text format and onto acetate for use with
overhead projectors only, in each case solely for the purposes
determined by the Secretary of State for Education and
Employment (or otherwise the Minister of the Crown responsible
for Education in either Scotland or Wales) in connection with the
teaching of the United Kingdom National Curriculum and/or any
other national literacy initiatives instituted by such Secretary of
State;

(xii)

the right (1) to reproduce the work in text form in the Braille and/or
the Moon systems, (2) to store such text electronically (including
the right to reproduce the same electronically but only for
purposes ancillary to the reproduction of text in such systems);
and (3) to issue such reproductions exclusively and solely to
visually impaired persons for non-commercial purposes (“visually
impaired” means a person so blind or having a serious sight
problem that cannot be improved by the use of corrective lens);

(xiii)

the right (1) to mechanically reproduce the work (but excluding the
right to mechanically reproduce any work which has been sung,
spoken or performed with music); and (2) to issue such
mechanical reproductions exclusively and solely to visually

impaired persons for non-commercial purposes in formats
available exclusively for registered blind persons.
(d)

The categories of rights in each work of a Member to be administered by
the Company on behalf of that Member in respect of countries outside the
United Kingdom or the Republic of Ireland (hereinafter referred to as
‘overseas countries’) are the following categories of rights for all such
overseas countries, or such part or parts of those countries as the Board
may decide in respect of any particular category of rights, namely:(i)

the rights which, from time to time, are administered by the
Company in respect of the United Kingdom and the Republic of
Ireland pursuant to paragraph (c) of this Article, including all such
rights as subsist under the laws of the overseas countries and
which correspond to the rights administered for the United
Kingdom and the Republic of Ireland, howsoever such rights may
be described in those laws;

(ii)

such other rights as the Board may, from time to time decide are
not capable of being effectively administered otherwise than by
collective administration provided that no such decision shall have
effect:(a)
(b)

(e)

until notification of the Board’s decision has been sent to
each Member, nor
in relation to a particular Member, if, within thirty days from
the date of notification to the Member of the Board’s
decision, the Member serves on the Secretary written
notice stating that he/she does not wish the decision to
apply to the rights in his/her works.

The Members in General Meeting may by special resolution decide that the
Company shall administer other categories of rights in respect of the
United Kingdom and the Republic of Ireland in addition to those mentioned
in paragraph (c) of this Article 7:
provided that, subject to paragraph (f) of this Article 7, such a resolution
shall not have effect in relation to a person who is a Member when the
resolution is passed if, within thirty days from the date of the resolution, the
Member serves on the Secretary written notice that he/she does not wish
the resolution to apply to the rights in his/her works.

(f)

If a Member exercises his/her right pursuant to either the proviso to
paragraph (d)(ii) of this Article 7 or the proviso to paragraph (e) of this
Article 7 to serve notice that he/she does not wish a resolution of the
Board or the Members in General Meeting, as the case may be, to apply to
his/her works, and the auditors certify that the exercise of this right by the
Member, taking into account the extent to which other Members have also
exercised their corresponding rights, will lead to a significant increase in
the general level of administration expenses of the Company the Board
may, in its discretion, require each such Member to make a special
contribution, by way of deduction from royalties distributable to him/her

from the Company, towards such increase.
(g)

Pending the assignment of rights to the Company pursuant to paragraph
(a) of this Article 7 and in so far as such assignment may not extend
to each of the categories of rights administered on his/her behalf by the
Company pursuant to this Article 7, every Member by virtue of his/her
admission to membership of the Company grants to the Company for and
during the period of his/her membership, subject to the provisions of
Articles 9 and 10, in his/her name or in that of the Company the power and
authority (but not the duty):(i)

to authorise or permit or forbid the exercise of the rights to be
administered by the Company on behalf of that Member;

(ii)

to grant licences on his/her behalf for the exercise of such rights;

(iii)

to collect fees, subscriptions or monies whether for the
authorised use of any of the Member’s works, or by way of
damages or compensation for the unauthorised use of such
works;

(iv)

to institute and prosecute proceedings against all persons
infringing the said rights and if the Company in its discretion
thinks fit to defend or oppose any proceedings taken against any
Member in respect of such rights and to compound,
compromise, refer to arbitration or submit to judgement in any
such proceedings, and generally to represent the Member in all
matters concerning the said rights;

(v)

to protect generally the said rights in the Member’s works.

(h)

(i)

The Company may accept and act upon the authority of any Member or
Affiliated Society to exercise rights in their works to a greater extent than
that provided in Article 7.

(j)

8.

The Company may exercise and enforce the rights of members of any
Affiliated Societies pursuant to the terms of any contract now existing or
which may hereafter be made between the Company and such Affiliated
Societies.

The Company may, by notice in writing to any Member, decline to exercise
the whole or any part of the subject right in any particular work or works of
which such Member is the writer or proprietor, and thereupon the
provisions of sub-clauses (a) and (g) of this Article 7 shall cease to apply to
such right, and any assignment thereof already made to the Company by
such Member shall be determined by the Company. Provided always that
the Company may at any time, and from time to time, by further notice in
writing to such Member, withdraw such notice in respect of all or any of
the rights comprised therein, whereupon the provisions of subclauses (a)
and (g) of this Article 7 shall again apply to such right or rights.
The Company may undertake to administer on behalf of any person any of
the rights which it administers on behalf of Members on such terms and

conditions as the Board, in its discretion, stipulates.

9.

(a)

On the death of a Member his/her membership shall cease and shall not
be transmitted to any other person, but the rights (if any) vested in the
Company by such Member, or controlled by the Company by virtue of
his/her membership, shall, subject to Article 71, remain so vested or
controlled for a period ending on the 31st day of December in the seventh
year following the year in which the Member’s death took place unless
within that period
(i)

a Successor Member in respect of such deceased Member shall
be admitted to membership of the Company in which case such
rights shall remain so vested or controlled for so long as such
Successor Member remains a Member; or

(ii)

a person is elected to membership of an Affiliated Society in
respect of the rights of the deceased Member, in which case
such rights shall remain so vested or controlled up to the date of
such election.

Any payment to which the deceased Member would, if living, have been
entitled in accordance with the Rules in respect of any period prior to the
admission to membership of the Company of any Successor Member of
such deceased Member or any election pursuant to Article 9(a)(ii) shall be
made to the Member’s personal representative until the date of admission
of such Successor Member or the date of election pursuant to Article
9(a)(ii) or until the end of such seventh year as aforesaid, whichever is the
earlier date. Upon the admission to membership of any Successor
Member as aforesaid, any payment to which the deceased Member
would, if living, have been entitled in accordance with the Rules in respect
of any period subsequent to such admission shall be made to the
Successor Member.
(b)

In the case of a Member being a limited company or a firm, its membership
shall cease, in the case of a limited company, in the event of and upon the
liquidation of such limited company (other than the voluntary liquidation for
the purpose of reconstruction), and, in the case of a firm, in the event of
and upon such firm ceasing to carry on business. Upon such liquidation or
cessation of business the rights (if any) already vested in the Company by
such limited company or firm or controlled by the Company by virtue of the
membership of such limited company or firm, shall, subject to Article 71,
remain so vested or controlled for a period ending on the 31st day of
December in the seventh year following the year in which the liquidation or
cessation of business occurred. Any payment to which the limited
company or firm would, if it had remained a Member, have been entitled in
accordance with the Rules in respect of such period shall be made to the
person entitled for time being to receive debts due to the limited company
or firm.

(c)

The membership of any Member shall ipso facto cease:-

(i)

upon the expiration of the longest period for which copyright
subsists by virtue of statute in any country which is either a
member of the Berne Union or a party to the Universal Copyright
Convention in all of the works in respect of which such Member
is entitled to participate in distributions; or

(ii)

in the case of any Member, being an executor or administrator,
upon his/her having disposed of all interest in all subject rights
which may have vested in him/her as such executor or
administrator.

(d)

Any Member may be given notice by the Board determining his/her
membership at the expiration of thirty days from the date of such notice,
and his/her membership shall cease accordingly. Such notice shall be in
writing and shall be signed by the Secretary or other officer designated by
the Board. Provided always that if, before the expiration of such notice
from the Board, such Member shall in writing require the Board to submit
the question of the continuance of his/her membership to the decision of
the Company in General Meeting, he/she shall not cease to be a Member
unless and until the Company in General Meeting shall have approved the
action of the Board. If the Company in General Meeting shall approve the
action of the Board, the Member shall cease to be a Member at the
conclusion of such meeting.

(e)

Any Member may, by giving three months’ notice in writing to the
Secretary, terminate his/her membership:(i)

on the last day of the month in which the first anniversary of its
admission to membership falls; and

(ii)

thereafter, on any anniversary of that date.

10.

If any proceedings have been instituted by or against the Company in respect of a
Member’s works, either in the name of the Company or of the Member, and such
Member ceases to be a Member during the pendency of the proceedings, any rights
the subject of such proceedings which have been vested in the Company by such
Member or are controlled by the Company by virtue of his/her membership, shall
remain so vested or controlled until such proceedings are finally disposed of unless
and until the Board determines otherwise.

11.

Subject to the provisions of Articles 9 and 10, all rights, privileges and obligations of
membership shall cease on the date of cessation of membership. In particular, but
without prejudice to the generality of the foregoing, on the cessation of membership
of a Member such Member concerned shall cease to have any claims upon the
assets of the Company and shall not be entitled to participate in any further
distributions, save as to any payment to which he/she may be entitled in accordance
with the Rules in respect of any period prior to cessor of membership.

GENERAL MEETINGS
12.

The Company shall hold a General Meeting in every calendar year as its Annual
General Meeting at such time and place as may be determined by the Board, and
shall specify the meeting as such in the notices calling it. Provided that every Annual

General Meeting except the first shall be held not more than fifteen months after the
holding of the last preceding meeting, and that so long as the Company holds its first
Annual General Meeting within eighteen months after its incorporation it need not
hold it in the year of its incorporation or in the following year.
13.

All General Meetings, other than Annual General Meetings, shall be called General
Meetings.

14.

The Board may, whenever they think fit, convene a General Meeting and General
Meetings shall also be convened on such requisition, or in default may be convened
by such requisitionists, as provided by Sections 303 to 305 of the 2006 Act.

15.

Subject to the provisions of the Act relating to Special Resolutions, twenty-one days’
notice at the least of every Annual General Meeting and fourteen days' notice at the
least of every other General Meeting (exclusive in every case both of the day on which
it is served or deemed to be served and of the day of the meeting for which it is
given), specifying the place, the day and the hour of meeting, and in the case of
special business the general nature of that business, shall be given in the manner
hereinafter mentioned to such persons as are under these presents or under the Act
entitled to receive such notice from the Company; but with the consent of all the
Members entitled to receive notices thereof, or of such proportion thereof as is
prescribed by the Act in the case of meetings other than Annual General Meetings, a
meeting may be convened by such notice as those Members may think fit.

16.

The accidental omission to give notice of a meeting to, or the non-receipt of such
notice by, any person entitled to receive notice thereof shall not invalidate any
resolution passed, or proceeding had, at any meeting.

PROCEEDINGS AT GENERAL MEETINGS
17.

All business shall be deemed special that is transacted at any General Meeting, and
all that is transacted at an Annual General Meeting shall also be deemed special, with
the exception of the consideration of the income and expenditure account and
balance sheet, and the reports of the Board and of the Auditors, the election of
members of the Board in the place of those retiring by rotation, and the fixing of the
remuneration of the Auditors.

18.

No business shall be transacted at a General Meeting unless a quorum of Members
is present when the meeting proceeds to business. Save as herein otherwise
provided, a number of Members personally present totalling either twelve or
constituting between them not less than five per cent of the total number of Members
for the time being of the Company (whichever shall be the less) shall be a quorum of
Members.

19.

If within half an hour from the time appointed for the holding of a General Meeting, a
quorum of Members is not present, the meeting, if convened on the requisition of
Members, shall be dissolved. In any other case it shall stand adjourned to the same
day in the next week, at the same time and place, or at such other place as the
Chairperson shall appoint, and if at such adjourned meeting a quorum of Members is
not present within half an hour from the time appointed for holding the meeting the
Members present shall be a quorum of Members.

20.

The Chairperson (if any) of the Board shall preside as Chairperson at every General

Meeting, but if there be no such Chairperson, or if at any meeting he/she shall not be
present within fifteen minutes after the time appointed for holding the same, or shall
be unwilling to preside, the Vice Chairperson shall preside as Chairperson at such
General Meeting, but if there be no such Vice-Chairperson or if at any meeting such
Vice-Chairperson shall not be present within fifteen minutes after the time appointed
for holding the same, or shall be unwilling to preside, the Members present shall
choose some member of the Board, or if no such member be present, or if all the
members of the Board present decline to take the chair, they shall choose some
Member of the Company who shall be present to preside.
21.

The Chairperson may, with the consent of any meeting at which a quorum is present
(and shall if so directed by the meeting) adjourn a meeting from time to time, and
from place to place, but no business shall be transacted at any adjourned meeting
other than business which might have been transacted at the meeting from which the
adjournment took place. Whenever a meeting is adjourned for ten days or more
notice of the adjourned meeting shall be given in the same manner as of an original
meeting. Save as aforesaid, the Members shall not be entitled to any notice of an
adjournment, or of the business to be transacted at an adjourned meeting.

22.

Subject to Article 27 at all General Meetings a resolution put to the vote of the
meeting shall be decided on a show of hands by a majority of the Members present
in person or by proxy entitled to vote, unless before or upon the declaration of the
result of the show of hands, a poll be demanded in writing by the Chairperson or by
at least two Members present in person or by proxy and entitled to vote, or by a
Member present in person or by proxy and representing one-tenth of the total voting
rights of all the Members having the right to vote at the meeting, and unless a poll be
so demanded a declaration by the Chairperson of the meeting that a resolution has
been carried, or has been carried unanimously or by a particular majority, or lost, or
not carried by a particular majority, shall be conclusive, and an entry to the effect in
the minute book of the Company shall be conclusive evidence thereof, without proof
of the number or proportion of the votes recorded in favour or against that resolution.

23.

Subject to the provisions of Article 24, if a poll be demanded in manner aforesaid, it
shall be taken at such time and place, and in such manner, as the Chairperson of the
meeting shall direct and the result of the poll shall be deemed to be the resolution of
the meeting at which the poll was demanded.

24.

No poll shall be demanded on the election of a chairperson of the meeting, or on any
question of adjournment.

25.

In the case of an equality of votes, whether on a show of hands or on a poll, the
Chairperson of the meeting shall be entitled to a second or casting vote.

26.

The demand of a poll shall not prevent the continuance of a meeting for the
transaction of any business other the question on which a poll has been demanded.

VOTES OF MEMBERS
27.

Subject to these Articles, every Member shall have one vote.

28.

A Member who is a patient within the meaning of the Mental Health Act 1959 may
vote, whether on a show of hands or on a poll, by his/her receiver or curator bonis.

29.

Save as herein expressly provided, (and in particular under paragraph (b) of Article 6)
no person other than a Member duly appointed and who shall have paid every
subscription and other sum (if any) which shall be due and payable to the Company
in respect of this membership shall be entitled to vote on any question either
personally or by proxy, or as a proxy for another member entitled to vote on any such
question, at any General Meeting.

30.

Votes may be cast either personally or by proxy. No person shall act as a proxy
unless he/she is entitled on his/her own behalf to be present and vote at the Meeting
where he/she acts as proxy.

31.

The instrument appointing a proxy shall be in writing under the hand of the appointor
or his/her attorney duly authorised in writing, or if such appointor is a corporation
under its common seal, if any, and, if none, then under the hand of some officer duly
authorised in that behalf.

32.

The instrument appointing a proxy and the power of attorney or other authority (if any)
under which it is signed or a notorially certified copy thereof shall be deposited at the
office not less than forty-eight hours before the time appointed for holding the
meeting or adjourned meeting at which the person named in the instrument proposes
to vote, otherwise the person so named shall not be entitled to vote in respect
thereof. No instrument appointing a proxy shall be valid after the expiration of three
months from the date of its execution.

33.

A vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death of the principal or revocation of the proxy,
provided that no intimation in writing of the death or revocation shall have been
received at the office one hour before the time fixed for the meeting.

34.

Any instrument appointing a proxy shall be in the following form or as near thereof as
circumstances will admit:‘I …………………………………… of …………………………………………..
a Member of the Authors' Licensing and Collecting Society Limited hereby appoint
……………………………………………………………………………..
of ………………………………… and failing him, ……………………………...
of …………………………………………………… to vote for me and on my behalf at
the Annual General Meeting or General Meeting, as the case may be, of the
Company to be held on the …………………… day of ……………… 20…. and at
every adjournment thereof.
As witness my hand this …………………… day of ………………….. 20….’

BOARD OF DIRECTORS
35.

(a)

The Board shall consist of not more than 11 directors and no fewer than 9
and in any event must include:
(i)

A majority of Ordinary Members elected by the Members in
accordance with these Articles;

(ii)

The Chairperson of the Company;

(iii)

The Chief Executive of the Company.

(b)

Every election by the Members shall be for a period terminating on the
date of the third Annual General Meeting following the election.

(c)

In addition to the Chairperson and the Chief Executive, the Board may at
its discretion separately appoint up to three directors to sit on the Board
(‘Appointed Directors’). Appointed Directors shall be appointed by the
Board to hold office for individual periods of up to three years. At the
conclusion of a period of appointment, the Board may at its discretion
renew the appointment for a further term. An Appointed Director who has
served consecutive terms of appointment amounting to a cumulative
period of six years shall not be eligible for re-appointment until one further
year has elapsed.

(d)

The members of the Board shall be entitled to such remuneration as the
duly appointed Remuneration Committee of the Company shall determine
and such remuneration shall be deemed to accrue from day to day.

36.

The first members of the Board shall be appointed by the subscribers to the
Memorandum of Association.

37.

The Board may from time to time and at any time appoint any Member of the
Company as a member of the Board to fill a casual vacancy amongst the Board
members elected by the Members. Any Member so appointed shall retain his/her
office only until the next Annual General Meeting but he/she shall be eligible for reelection PROVIDED THAT if a ballot shall be necessary under the provisions of
Article 49 he/she shall retain his/her office until the date of the relevant list certified
by the Auditors under the provisions of paragraph (h) of Article 49. Any Member reelected pursuant to this Article shall be treated as having been elected pursuant to
sub-paragraph (i) of paragraph (a) of Article 35 and shall be elected for the period
set out in paragraph (b) of Article 35.

POWERS OF THE BOARD OF DIRECTORS
38.

The business of the Company shall be managed by the Board who may pay all such
expenses of, and preliminary and incidental to, the promotion, formation,
establishment and registration of the Company as they think fit, and may exercise all
such powers of the Company, and do on behalf of the Company all such acts as may
be exercised and done by the Company and as are not by statute or by these
presents or the Rules required to be exercised or done by the Company in General
Meeting, but no regulation made by the Company in General Meeting shall invalidate
any prior act of the Board which would have been valid if such regulation had not
been made.

39.

The members for the time being of the Board may act notwithstanding any vacancy
in their body; provided always that in case the members of the Board shall at any
time be or be reduced in number to less than minimum number prescribed by or in
accordance with these presents, it shall be lawful for them to act as the Board for the
purpose of filling up vacancies in their body, or of summoning a General Meeting, but

not for any other purpose.
40.

In addition to all powers hereby expressly conferred upon them and without
detracting from the generality of their powers under the last preceding or any other
Article the Board shall have the following powers, namely:(a)

to expend the funds of the Company in such manner as they shall consider
most beneficial to the purposes of the Company and to invest in the name
of the Company or in the names of the trustees such part thereof as they
shall see fit, and to direct the sale or transfer of any such investments, and
to expend the proceeds of any such sale for the purposes of the
Company;

(b)

to acquire in the name of the Company or in the names of the trustees,
build upon, pull down, rebuild, add to, alter, repair, improve, sell or dispose
of, or otherwise deal with any land, buildings or premises for the use of the
Company;

(c)

to enter into contracts on behalf of the Company;

(d)

to make, and from time to time repeal or alter, the Rules, regulations as to
the management of the Company and the affairs thereof, and as to the
duties of any officers or servants of the Company, and as to the conduct of
business by the Board or any sub-committee and as to any of the matters
or things within the powers or under the control of the Board, provided
that the same shall not be inconsistent with the Memorandum or these
Articles;

(e)

generally, to do all things necessary or expedient for the due conduct of
the affairs of the Company not herein otherwise provided for;

Provided that the distribution of all moneys received by the Company in respect of
the rights administered by it on behalf of its Members shall be made in accordance
with Rules regulating the basis on which the amounts to be distributed to each
Member are to be calculated, and the manner and frequency of each distribution,
such Rules being made by the Board and approved by the Members in General
Meeting.
THE SEAL
41.

The Board shall provide for the safe custody of the seal which shall not be affixed to
any instrument except by the authority of a resolution of the Board, and in the
presence of at least two members of the Board and of the Secretary, and the said
members and Secretary shall sign every instrument to which the seal shall be so
affixed in their presence, and in favour of any person entering into any bona fide
dealing with the Company such signatures shall be conclusive evidence of the fact
that the seal has been properly affixed.

42.

All moneys received by the Company in respect of the exercise of the rights, licence
or authority granted to the Company by the Members and the Affiliated Societies
shall subject to Article 38 be distributed or otherwise dealt with by the Board in
accordance with the Rules.

DISQUALIFICATION OF MEMBERS OF THE BOARD OF DIRECTORS
43.

The office of a member of the Board shall be vacated:(a)

if a receiving order is made against him/her or he/she makes any
arrangement or composition with his/her creditors;

(b)

if he/she becomes of unsound mind;

(c)

in the case of a director elected by the Members if he/she ceases to be a
Member of the Company;

(d)

if by notice in writing to the Company he/she resigns his/her office;

(e)

if he/she ceases to hold office by reason of an order made under The
Company Directors’ Disqualification Act (1986);

(f)

if he/she is, without permission of the Board, absent from three
consecutive Meetings of the Board;

(g)

if he/she is removed from office by notice addressed to him/her at his/her
last known address and signed by a 75% majority of the members of the
Board (without prejudice to any claims for damages which he/she may
have for breach of any contract of service between him/her and the
Company)"; or

(h)

If he/she dies.

44.

No member of the Board shall be required to vacate office or be ineligible for reelection or re-appointment as a member of the Board and no person shall be
ineligible for appointment as a member of the Board by reason only of his/her having
attained any particular age.

45.

A member of the Board shall not be disqualified by his/her office from entering into
contracts, arrangements, or dealings with the Company nor shall any contract,
arrangement or dealing with the Company be voided, nor shall a member of the
Board be liable to account to the Company for any profit arising out of any contract,
arrangement or dealing with the Company by reason of such member of the Board
being a party to or interested in or deriving profit from any such contract,
arrangement or dealing and being at the same time a member of the Board of the
Company provided that such member of the Board discloses to the Board at or
before the time when such contract, arrangement or dealing is determined upon,
his/her interest therein, or, if his/her interest be subsequently acquired, provided that
he/she, on the first occasion possible, discloses to the Board the fact that he has
acquired such interest. But no member of the Board shall vote as a member of the
Board at any Board meeting in regard to any contract, arrangement or dealing in
which he/she is interested or upon any matter arising thereat, and if he/she shall so
vote his/her vote shall not be counted, nor shall he/she be reckoned for the purpose
of constituting a quorum of the Board.

45A.

The following provisions of this article apply to any authorisation of a matter by the
directors for the purposes of section 175 of the 2006 Act:
-

an authorisation may extend to any actual or potential conflict of interest (including a
conflict of interest and duty and a conflict of duties) which may reasonably be
expected to arise out of the matter so authorised;

-

an authorisation shall be subject to such conditions or limitations as the directors
may determine, whether at the time such authorisation is given or subsequently,
and may be terminated by the directors at any time;

-

a director must comply with any obligations imposed on him by the directors
pursuant to any authorisation; and

a director shall not, save as otherwise agreed by him, be accountable to the Company
for any benefit which he (or a person connected with him within the meaning of
section 252 of the 2006 Act) derives from or in connection with any matter authorised
by the directors and any contract, transaction or arrangement relating thereto shall not
be liable to be avoided on the grounds of any such benefit.
45B.
If a matter, or office, employment or position, has been authorised by the directors in
accordance with section 175 of the 2006 Act, then the director in question shall not be
required to disclose to the Company any confidential information relating to such
matter, or such office, employment or position, or to use such information in relation to
the Company's affairs, if to do so would result in a breach of a duty or obligation of
confidence owed by him in relation to or in connection with that matter, or that office,
employment or position.
ROTATION OF THE ELECTED MEMBERS OF THE BOARD OF DIRECTORS
46.

At each Annual General Meeting those of the elected members of the Board who
have come to the end of their period of appointment as referred to in Article 35(b)
shall retire from office.

47.

A retiring member of the Board shall retain his/her office until the dissolution or
adjournment of the meeting at which his/her successor is elected; or if it is necessary
for a ballot to be held under the provisions of Article 49, he/she shall retain his/her
office until the date of the relevant list certified by the Auditors under the provisions of
paragraph (h) of Article 49.

48.

A retiring member of the Board who has served a single period of appointment shall
be eligible for re-election for a further term. A retiring member of the Board who has
served for two consecutive periods of appointment shall not be eligible for re-election
until one further year has elapsed.

49.

Every election by the Members of the members of the Board shall be in accordance
with the following rules and procedure:(a)

No person shall be eligible for election to membership of the Board unless
(i)

he/she is a Member, and

(ii)

a nomination in writing signed by not less than two Members and
on which the nominated person has himself/herself signified in
writing his/her willingness to stand for election, has been received
by the Secretary not less than five days before the date of the
next ensuing Annual General Meeting, or

(iii)

he/she is an elected member of the Board due to retire at the
next ensuing Annual General Meeting, and has signified in writing
to the Board that he/she is willing to stand for re-election.

(b)

Prior to the Annual General Meeting the Secretary shall prepare a list of all
persons who have been duly nominated for such election to the Board, or
who are due to retire at the meeting and have signified their willingness to
stand for re-election and the Secretary shall furnish a copy of this list to all
Members attending the Annual General Meeting. The list shall show the
names of the Members who have signed nominations.

(c)

If at an Annual General Meeting the number of vacancies on the Board is
equal to or exceeds the number of persons on the list of persons
nominated or seeking re-election the Chairperson of the meeting shall,
save in respect of any person who before or at the meeting has withdrawn
his/her name from the list, declare all persons on the list duly elected to
membership of the Board.

(d)

If the number of names on the list exceeds the number of vacancies on the
Board the Secretary shall, as soon as practicable after the Annual General
Meeting, send by ordinary post to each Member a ballot paper containing
the names of all persons duly nominated, or standing for re-election with
instructions as to how the Member to whom the ballot paper has been
addressed shall record his/her votes thereon, and how the ballot paper
should be returned.

(e)

Every Member shall return his/her ballot paper with his/her votes duly
recorded thereon to the Auditors so that it reaches them not more than
twenty-one days after the date on which the Secretary despatched it to
him/her, and any ballot paper reaching the Auditors after this date shall be
disregarded.

(f)

Each ballot paper shall be in such form that when it has been completed
and returned to the Auditors by the voting Member it is not possible for the
Auditors to identify the identity of the Member, provided however that it
shall be possible for the Auditors to be satisfied that it was a valid ballot
paper validly issued for the purposes of the election, and was completed
by the Member to whom it had been issued.

(g)

Immediately after the receipt of all ballot papers the Auditors shall count
the votes and prepare a certified list showing the number of votes received
by each candidate for election.

(h)

The candidates equal in number to the number of vacancies to be filled
and who individually receive the greater number of votes shall be deemed

to have been elected with effect from the date of the list certified by the
Auditors; and the Secretary shall at once notify each Member elected and
shall as soon as practicable cause the names of all Members so elected to
be published.
PROCEEDINGS OF THE BOARD OF DIRECTORS
50.

The Board may meet together for the dispatch of business, adjourn and otherwise
regulate their meetings as they think fit, and determine the quorum necessary for the
transaction of business. Unless otherwise determined, five shall be a quorum.
Questions arising at any meeting shall be decided by a majority of votes. In case of
an equality of votes the Chairperson of the meeting shall have a second or casting
vote.

51.

A member of the Board may, and on request of a member of the Board the Secretary
shall, at any time, summon a meeting of the Board by notice served upon the several
members of the Board and the President. A member of the Board or the President
upon being absent from the United Kingdom shall not be entitled to notice of a
meeting.

52.

(a)

The Board shall from time to time elect to hold office for a term of up to three
years (such term to be renewable at the sole discretion of the Board):
(i)

a Chairperson who shall be entitled to preside at all meetings of the
Board at which he/she is present; and

(ii)

any one of their number to be Vice-Chairperson (whose duties shall
be determined by the Board at their sole discretion) who shall
subject to Article 52(a)(i) be entitled to preside at all meetings of the
Board if there is no current Chairperson of the Company or if at any
meeting of the Board the Chairperson be not present within five
minutes after the time appointed for holding the meeting and willing
to preside, but if no such Vice-Chairperson be elected or if at any
meeting the Vice-Chairperson be not present within five minutes
after the time appointed for holding the meeting and willing to
preside, the members of the Board present shall choose one of
their number to the chair of the meeting.

(b)

The Board shall have complete discretion to remove the Chairperson and/or
the Vice-Chairperson from their respective office for whatever reason.

(c)

If a member of the Board shall also be the Chairperson or the ViceChairperson, on the termination of such member of the Board's
appointment to the Board, for whatever reason, his/her appointment as
Chairperson or Vice-Chairperson shall also terminate at the same time.

53.

A meeting of the Board at which a quorum is present shall be competent to exercise
all the authorities, powers and discretions by or under the regulations of the
Company for the time being vested in the Board generally.

54.

The Board may delegate any of their powers to committees consisting of such
member or members of the Board as they think fit, and any committee so formed
shall, in the execution of the powers so delegated conform to any regulations

imposed on it by the Board. The meetings and proceedings of any such committee
shall be governed by the provisions of these presents for regulating the meetings and
proceedings of the Board so far as applicable and so far as the same shall not be
superseded by any regulations made by the Board as aforesaid.
55.

All acts bona fide done by any meeting of the Board or of any committee of the
Board, or by any person acting as a member of the Board, shall, notwithstanding it
be afterwards discovered that there was some defect in the appointment of any such
member or person acting as aforesaid, or that they or any of them were disqualified,
be as valid as if every such person had been duly appointed and was qualified to be
a member of the Board.

56.

The Board shall cause proper minutes to be made of all appointments of officers
made by the Board and of the proceedings of all meetings of the Company and of
the Board and of committees of the Board, and all business transacted at such
meetings, and any such minutes of any meeting, if purporting to be signed by the
Chairperson of such meeting, or by the Chairperson of the next succeeding meeting,
shall be sufficient evidence without any further proof of the facts therein stated.

57.

A resolution in writing signed by all the members for the time being of the Board or of
any committee of the Board, shall be as valid and effectual as if it had been passed at
a meeting of the Board or of such committee duly convened and constituted.

58.

The Secretary of the Company shall be appointed by the Board for such time, at
such remuneration and upon such conditions as they may think fit, and any Secretary
so appointed may be removed by them. The provisions of Sections 161 and 280 of
the 2006 Act shall apply and be observed. The Board may from time to time by
resolution appoint an assistant or deputy Secretary and any person so appointed
may act in place of the Secretary if there be no Secretary or no Secretary capable of
acting.

PRESIDENT
59.

The Board may from time to time appoint any person who in their opinion has either
rendered outstanding services to the Company, or is otherwise suitable to be
Honorary President of the Company. The Honorary President shall not by virtue of
his/her office, be deemed a member of the Board or be entitled to any remuneration
but shall be entitled to be reimbursed by the Company for any expenditure
reasonably incurred in the exercise of his/her office. The Board may determine for
what period the Honorary President is to hold office and may for whatever reason
remove any existing Honorary President from his/her office of Honorary President.

60.

The Honorary President shall be entitled to attend and speak but shall not be entitled
to vote at General Meetings of the Company and meetings of the Board solely by
virtue of his or her holding such office of Honorary President.

ACCOUNTS
61.

The Board shall cause proper books of account to be kept with respect to:(a)

All sums of money received and expended by the Company and the
matters in respect of which such receipts and expenditures take place;

(b)

All sales and purchases of goods by the Company; and

(c)

the assets and liabilities of the Company.

Proper books shall not be deemed to be kept if there are not kept such books of
account as are necessary to give a true and fair view of the state of affairs of the
Company and to explain its transactions.
62.

The books of account shall be kept at the office, or, subject to Sections 388 and 389
of the 2006 Act, at such other place or places as the Board shall think fit, and shall
be open to the inspection of the members of the Board at all reasonable times during
business hours.

63.

The Company in General Meeting may from time to time make reasonable conditions
and regulations as to the time and manner of the inspection by the Members of the
accounts and books of the Company or any of them, and subject to such conditions
and regulations the accounts and books of the Company shall be open to the
inspection of Members at all reasonable times during business hours.

64.

At the Annual General Meeting in every year the Board shall lay before the Company
a proper income and expenditure account for the period since the last preceding
account (or in the case of the first account since the incorporation of the Company),
together with a proper balance sheet made up as at the same date. Every such
balance sheet shall be accompanied by proper reports of the Board and the
Auditors, and copies of such account, balance sheet and reports (all of which shall be
framed in accordance with any statutory requirements for the time being in force) and
of any other documents required by law to be annexed or attached thereto or to
accompany the same shall not less than twenty-one clear days before the date of the
meeting, be sent to all persons entitled to receive notices of General Meetings in the
manner in which notices are hereinafter directed to be served. The Auditors’ report
shall be read before the meeting as required by the Act.

AUDIT
65.

Once at least in every year, the accounts of the Company shall be examined and the
correctness of the income and expenditure account and balance sheet ascertained
by properly qualified Auditors.

66.

Auditors shall be appointed and their duties regulated in accordance with Part 16 of
the Act, the members of the Board being treated as the Directors mentioned in those
sections.

NOTICES
67.

Any notice to be given to or by any person pursuant to these articles shall be in
writing except that a notice calling a Board meeting need not be in writing.

68.

Any member described in the register of members by an address not within the
United Kingdom, who shall from time to time give the Company an address within the
United Kingdom at which notices may be served upon him/her, shall be entitled to
have notices served upon him/her at such address, but, save as aforesaid, only
members described in the register of members by an address within the United
Kingdom shall be entitled to receive notices from the Company.

69

Subject to the articles, any notice or other document to be sent or supplied:
(a) to a member by the Company may be sent or supplied in accordance with and in
any way in which the 2006 Act provides for documents or information to be sent or
supplied by a company; and
(b) by anyone to the Company may be sent or supplied in accordance with and in
any way in which the 2006 Act provides for documents or information to be sent or
supplied to a company.
Nothing in article 68 shall affect any provision of the Act requiring offers, notices or
documents to be served on, or delivered to, a member in a particular way.

70.

Any notice or other document sent or supplied by the Company to a Member (or
other person entitled to receive notice under these articles) shall:
(a) if sent in accordance with section 1147 of the 2006 Act, be deemed to
have been received by the intended recipient at the time prescribed by that
section;
(b) if sent by post to the intended recipient at his registered address outside
the United Kingdom or at an address specified by him for the purpose outside
the United Kingdom, be deemed to have been received 72 hours after it was
posted provided that it was properly addressed and prepaid as airmail; and
(c) if delivered personally, by hand to or left at a registered address or an
address specified for the purpose by the intended recipient, be deemed to
have been received by the intended recipient on the day it was so delivered or
left.

WINDING UP
71.

In the event and upon the winding-up of the Company whether voluntarily or
otherwise, at any time, the assets of the Company (other than the rights vested in or
controlled by the Company pursuant to these Articles) shall, insofar as they are
available for the purpose, be apportioned among the persons who are Members at
the date of such winding-up in the proportions in which such Members received
distributions from the Company in respect of the year ending on the thirty-first day of
December immediately prior to such winding up, if no such distribution shall have
been made, equally; and the rights (if any) vested in the Company by any Member or
controlled by the Company by virtue of his/her Membership, shall revert to such
Member of his/her personal representative.

Names, Addresses and Descriptions of the Subscribers.
Lord Willis of Chislehurst
5 Shepherds Green
Chislehurst Kent
Author
Colin Henry Spencer
44 Lonsdale Square
London N1
Author
Raymond Leonard Jenkins
187 Pitshanger Lane
London W5
Scriptwriter
Michael Vincent Levey
3/185 Old Brompton Road
London SW5 0AN
Director: National Gallery
Maureen Patricia Duffy
8 Roland Gardens
London SW7
Author
Brigid Antonia Brophy
3/185 Old Brompton Road
London SW5 0AN
Author
Elizabeth Jane Howard
Garden House Flask Walk
London NW3
Author

Dated the 10th day of March 1977
WITNESS to the above signatures:Eva Figes
24 Fitzjohns Avenue
London NW3
Author

Changes to legislation: There are outstanding changes not yet made by the legislation.gov.uk editorial
team to Copyright, Designs and Patents Act 1988. Any changes that have already been made by the
team appear in the content and are referenced with annotations. (See end of Document for details)

Copyright, Designs and Patents Act 1988
1988 CHAPTER 48

PART I
COPYRIGHT
CHAPTER VI
REMEDIES FOR INFRINGEMENT
Rights and remedies of exclusive licensee
[F1101A Certain infringements actionable by a non-exclusive licensee
(1) A non-exclusive licensee may bring an action for infringement of copyright if—
(a) the infringing act was directly connected to a prior licensed act of the licensee;
and
(b) the licence—
(i) is in writing and is signed by or on behalf of the copyright owner; and
(ii) expressly grants the non-exclusive licensee a right of action under
this section.
(2) In an action brought under this section, the non-exclusive licensee shall have the same
rights and remedies available to him as the copyright owner would have had if he had
brought the action.
(3) The rights granted under this section are concurrent with those of the copyright owner
and references in the relevant provisions of this Part to the copyright owner shall be
construed accordingly.
(4) In an action brought by a non-exclusive licensee by virtue of this section a defendant
may avail himself of any defence which would have been available to him if the action
had been brought by the copyright owner.

2

Copyright, Designs and Patents Act 1988 (c. 48)
Part I – Copyright
Chapter VI – Remedies for Infringement
Document Generated: 2012-01-31
Changes to legislation: There are outstanding changes not yet made by the legislation.gov.uk editorial
team to Copyright, Designs and Patents Act 1988. Any changes that have already been made by the
team appear in the content and are referenced with annotations. (See end of Document for details)

(5) Subsections (1) to (4) of section 102 shall apply to a non-exclusive licensee who has
a right of action by virtue of this section as it applies to an exclusive licensee.
(6) In this section a “non-exclusive licensee” means the holder of a licence authorising
the licensee to exercise a right which remains exercisable by the copyright owner.]
Annotations:
Amendments (Textual)
F1

S. 101A inserted (31.10.2003) by The Copyright and Related Rights Regulations 2003 (S.I.
2003/2498), reg. 28 (with regs. 31-40)

Copyright, Designs and Patents Act 1988 (c. 48)
Document Generated: 2012-01-31

Changes to legislation:
There are outstanding changes not yet made by the legislation.gov.uk editorial team to Copyright,
Designs and Patents Act 1988. Any changes that have already been made by the team appear in
the content and are referenced with annotations.
Changes and effects yet to be applied to the whole Act, associated Parts and
Chapters:
–
–

Blanket amendment text amended by S.I. 2011/1043 art. 3 4
Blanket amendment text amended by S.I. 2011/1043 art. 3 6

Commencement Orders yet to be applied to the Copyright, Designs and Patents Act
1988:
Commencement Orders bringing legislation that affects this Act into force:
–
S.I. 2011/2196 art. 2 commences (2007 c. 29)

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