The Companies Acts 1985 & 1989 

COMPANY LIMITED BY GUARANTEE

Articles of Association of Cafe Writers Ltd

Interpretations

1.   In these articles:

"The Company" means the company intended to be regulated by these articles.

"The Act" means the Companies Act 1985 including any statutory modification or re-enactment for the time being in force.

"The memorandum" means the memorandum of association of the Company. "The articles" means these articles of association of the Company. "The seal" means the common seal of the Company if it has one.

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

"The Board of Directors" means the directors of the Company. "The United Kingdom" means Great Britain and Northern Ireland.

"Electronic means" shall include video links and secure authenticated website, and if appropriate email, transactions.

"Local Authority associated person" means:

(a)      a member of a local authority;

(b)      an officer of a local authority;

(c)               a person who had at any time in the preceding four years been a member of a
local authority;

(d)      any other person so defined in Section 69(5) of the Local Government and
Housing Act.

In these Articles of Association the expression "Board of Directors meeting" or "meeting of the Board of Directors" includes, except where inconsistent with any legal obligation:

•    a physical meeting

■    a meeting held by electronic means

•    a meeting held by telephone where each of the participants can hear each other
throughout.

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Otherwise words or expressions contained in these articles shall, unless the context requires otherwise, bear the same meaning as in the Act.

Any statutory instruments or regulations from time to time in force shall be deemed to apply to this Company, whether or not these Articles have been amended to comply with such instrument or regulation.

Membership

2.    The Board of Directors may, at its discretion, admit to membership any person who
has an interest in and who is supportive of the objects of the Company, and who
offers appropriate skills and experience of benefit to the Company at any particular
time: provided that no person shall be admitted to membership who:

(a)      is an undischarged bankrupt; or

(b)      is otherwise prohibited by law from serving as a company director.

3.                Upon admission to membership of the Company, a person shall also be appointed
as a Director. Provided always that if the Company is receiving fifty per cent or more
of its funding from the Local Authority(s) the proportion of Local Authority associated
persons shall not exceed nineteen per cent of the total members having voting rights
at a General Meeting of the Company.

4.       Upon ceasing to be a member of the Company a person shall also cease to be a
member of the Board of Directors. The rights and privileges of a member shall not be
transferable nor transmissible, and all such rights and privileges shall cease upon the
member ceasing to be such, according to article 31.

Register of Members

5.                The Company shall maintain a Register of Members in which shall be recorded the
name and address of every member, and if applicable their email address, and the
dates on which she or he became a member and on which she or he ceased to be a
member. A member shall notify the Secretary in writing or via email within seven days
of a change to her or his name or address.

6.                Application for membership may provide that a member may specify an email address
which shall be used by the Company for any communication required by these
Memorandum and Articles of Association.

General meetings

7.                Unless it has passed an Elective Resolution to the contrary, once in each calendar
year the Company shall hold an Annual General Meeting. Each Annual General
Meeting except the first shall be held not more than fifteen months after the last. The
first Annual General Meeting need not be held in the year of incorporation or in the
following year provided that it shall be held within eighteen months of incorporation.

8.                The business of the Annual General Meeting shall comprise:

(a)      the annual report of the Board of Directors including accounts;

(b)      the appointment or re-appointment of the Company's auditors (if any);

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(c)      the confirmation or otherwise of the continuation of membership or retirement of
those members of the Board of Directors retiring under the rules in these articles;

(d)      such other business as may have been contained in the notices calling the
meeting.

9.    The Board of Directors may at any time call an Extraordinary General Meeting of the
Company.

Notices of General Meetings

10.        An Annual General Meeting and an Extraordinary General Meeting called to consider
a Special or Elective Resolution or a resolution to remove a member of the Board of
Directors under section 303 of the Act or to remove the Auditor shall be called by at
least twenty-one clear days' notice. Any other Extraordinary General Meeting shall be
called by at least fourteen clear days' notice.

11.        Notice of all meetings shall be sent by post to every member of the Company, and to
the auditors, at their Registered Office, or by email where a member has elected to
receive communications by email in accordance with these Articles.

12.        Notice of all meetings shall be given exclusive of the day on which it is served and
shall specify the exact date, time and place of the meeting. In the case of a General
Meeting which is to consider a Special Resolution or a resolution to remove the
auditor, such resolution shall be specified in the notices calling that meeting. In the
case of all other General Meetings the general nature of the business to be raised
shall be specified.

13.       Where notice is sent by post or via email, notice shall be deemed to have been served
by properly addressing, prepaying, posting or sending the notice and to have been
served forty-eight hours after the notice has been posted.

14.       The accidental omission to give notice of a meeting to or 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

15.       At every General Meeting the Chair of the Company shall preside, but in the event of
his or her absence ten minutes after the time set for the commencement of the
meeting the members present shall choose one of their number to be Chair of that
meeting, whose function shall be to conduct the business of the meeting in an
orderly manner.

16.       No General Meeting may proceed unless a quorum is present. Two members shall
constitute a quorum.  Provided that at no time shall more than fifty per cent of those
persons present and eligible to vote be Local Authority associated persons.

17.       If within half an hour after the time appointed for the meeting a quorum is not
present the meeting shall stand adjourned to a time and place to be specified by the
Chair, all members of the Company being given such notice as is practicable of the

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date, time and place of the adjourned meeting. If at such an adjourned meeting a quorum is not present within half an hour after the time set for the meeting, then the members present shall constitute a quorum.

18.  The Chair may with the consent of any meeting at which a quorum is present, and
shall if so directed by the meeting, adjourn the meeting from time to time and from
place to place, but no business shall be transacted at an adjourned meeting other
than the business left unfinished at the meeting from which the adjournment took
place.

Votes of members

19.  Decisions at General Meetings shall be made by passing resolutions as follows:

(a)      Decisions involving an alteration to the memorandum or articles of the Company
or the winding up of the Company shall be made by Special Resolution. Other
decisions so required from time to time by statute shall be made by Special or
Extraordinary Resolution. A Special or an Extraordinary Resolution is one
passed by a majority of not less than three-fourths of votes cast at a General
Meeting.

(b)      Decisions to dispense with the requirement to hold Annual General Meetings, to
re-appoint auditors annually, or to lay accounts before the Company in General
Meeting shall be made by Elective Resolution. An Elective Resolution is one
passed by all the members of the Company for the time being testified by their
signatures.  Any  Elective  Resolution  once  passed  may be  revoked  by a
subsequent Ordinary Resolution.

(c)      All other decisions shall be made by Ordinary Resolution requiring a simple
majority of votes cast.

20.        Each member shall have one vote on any question to be decided. P r o x y  voting shall not be permitted.

21.   In the event of a tied vote the Chair shall have a second or casting vote.

22.   At any General Meeting a resolution put to the vote of the meeting shall be decided
on a show of hands, unless a secret ballot is, before or on the declaration of the
result of the show of hands, demanded by at least two members present in person.
Unless a secret ballot be so demanded, a declaration by the Chair that a resolution
has on a show of hands been carried or lost and an entry to that effect in the record
containing the minutes of the proceedings of the Company shall be conclusive
evidence of the fact without proof of the number or proportions of the votes recorded
in favour or against such resolutions.

23.   If a secret ballot is duly demanded it shall be taken in such a manner as the Chair
directs, and the result of the ballot shall be deemed to be the resolution of the
meeting at which the ballot was demanded. The demand for a secret ballot shall not
prevent the continuance of a meeting for the transaction of any other business than
the question upon which a ballot has been demanded. The demand for a secret
ballot may be withdrawn.

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

25.   The Board of Directors may invite such persons at it sees fit to attend General
Meetings of the Company, without voting rights and with speaking rights only at the
discretion of the Chair.

Board of Directors

26.  All members of the Company shall also be Directors of the Company.   For the
avoidance of doubt, members of the Board of Directors are directors within the

.    meaning of company law.

27. The Board of Directors shall have a minimum of two and a maximum of eight
persons and shall be made up of all the members of the Company for the time
being.

Provided always that if the Company is receiving fifty per cent or more of its funding from the Local Authority(s) the proportion of Local Authority associated persons on the Board of Directors shall not exceed nineteen per cent of the total number of members of the Board of Directors.

28.   The appointment of members of the Board of Directors shall be reviewed every year
using procedures set out by the Board of Directors.

29.   The Board of Directors may at its discretion invite persons to attend its meetings as
advisers. Such persons shall have speaking rights at the discretion of the Chair, but
shall not have voting rights or be counted as members of the Board of Directors.

30.       A member of the Board of Directors shall declare an interest in and shall not speak or
vote in respect of any matter in which she or he has a personal material or financial
interest or any matter arising from or connected with it.

31.       A member of the Board of Directors shall cease to be such if she or he:

(a)      resigns in writing to the Company (provided that such resignation does not
mean that the number of Directors falls below the minimum prescribed in these
Articles);

(b)      is absent from three consecutive Board of Directors meetings without good
reason, and the Board of Directors decide by a majority vote that by virtue of
such absence she or he shall cease to hold office; or

(c)      she or he is, or may be, suffering from mental disorder and either:

(i) she or he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983, or

(ii) an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for her/his detention or for the appointment of a receiver, guardian or other person to exercise powers with respect to her/his property or affairs; or

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(d)              is expelled from membership by a majority vote of the Board of Directors
provided that any member whose expulsion is to be considered shall have the
right to make representation to the meeting at which the question is to be
decided; or in the opinion of a majority of the Board of Directors, fails to declare
an interest according to these articles; or

(e)      ceases to be legally eligible to serve as a company director; or

(f)        is removed from office by resolution of the Company in General Meeting in
accordance with Section 303 of the Act; or

(g)      dies, if an individual;

(h) ceases to be a member of the Company;

(i)   if representing an organisation said organisation winds up or removes their endorsement of said person.

Powers of the Board of Directors

32.  The business of the Company shall be managed by the Board of Directors who may
exercise all the powers of the Company except those which are required to be
exercised in General Meeting.

Meetings and proceedings of the Board of Directors

33.  Members of the Board of Directors may meet together for the despatch of business,
adjourn and otherwise regulate their meetings as they think fit.   Meetings of the
Board of Directors may also be held via telephone or other electronic means:
provided that all members of the Board of Directors wishing to participate by such
means are able to do so and are able to communicate with each other at all times.
At least one meeting where members of the Board of Directors must be present in
person must be held every year.

34.  The Secretary shall, at the request of an honorary officer or of two or more Directors,
summon a meeting of the Board of Directors at any reasonable time by giving
adequate notice in writing to its members.

35.  The Chair of the Company shall preside at all meetings of the Board of Directors,
but in the event of her or his absence ten minutes after the time set for the
commencement of the meeting the members of the Board of Directors present shall
choose one of their number to Chair the meeting before any other business is
transacted.

36.  No meeting of the Board of Directors shall proceed unless a quorum is present. A
quorum shall be two Directors.   Provided that at no time shall more than fifty per
cent of those Directors present and entitled to vote be Local Authority associated
persons.

37.  All questions shall be decided by a majority of votes of the members of the Board of
Directors present and voting. In the case of an equality of votes the Chair of the
meeting shall have a second or casting vote.

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38.       The Board of Directors shall keep minutes, in books kept for the purpose, of the
proceedings at meetings of the Board of Directors and of any sub-committees.

39.       The Board of Directors may from time to time make and alter rules for the conduct of
their business, the summoning and conduct of their meetings and the custody of
documents. No rule may be made which is inconsistent with the memorandum or
articles.

40.  The Board of Directors may appoint one or more sub-committees consisting of
members of the Board of Directors for the purpose of making any inquiry or
supervising or performing any function or duty which in the opinion of the Board of
Directors would be more conveniently undertaken or carried out by a sub-committee,
provided that all acts and proceedings of any sub-committees shall be fully and
promptly reported to the Board of Directors.

41.  A resolution in writing, signed by all members of the Board of Directors entitled to
receive notice of a meeting of the Board of Directors, shall be as valid and effective, as
if it had been passed at a meeting of the Board of Directors duly convened and held.
Such a resolution may consist of several documents in the same form, each signed by
one or more Directors.

Honorary Officers

42. At their first meeting following the Annual General Meeting, the members of the
Board of Directors may elect from their own number a Chair, Treasurer and such
other honorary officers as they see fit.  Officers shall serve for one year, and upon
retirement shall be eligible to re-stand.   Officers elected by the Board of Directors
may be removed by them.

Secretary

43.  The  Board  of Directors  shall  appoint a  Secretary on  such  terms  and  such
remuneration is it may think fit, and any Secretary so appointed may be removed by
the Board of Directors.   Anything which has to be done by or to a member of the
Board of Directors and the Secretary shall not be done by one person acting in both
capacities.

Accounts

44.  The Board of Directors shall cause proper accounts to be kept in accordance with the
law for the time being in force with respect to:

a.      all sums of money received and expended by the Company and the matters in
which the receipt and expenditure takes place;

b.      all sales and purchases of goods by the Company;

c.      the assets and liabilities of the Company.

45.  The Board of Directors shall from time to time, in accordance with sections 226 and
241 of the Act, cause to be prepared and to be laid before the Company in General
Meeting such income and expenditure accounts, balance sheets, and any reports
referred to in those sections.

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46.   A copy of every balance sheet (including every document required by law to be
annexed to it) which is laid before the Association in General Meeting, together with a
copy of the auditor's report and Board of Director's report, shall not less than
twenty-one days before the date of the  meeting (subject nevertheless to the
provisions of section 238(4)) of the Act be sent to every member of and every holder
of debentures of the Company, or by email where a member has elected to receive
communications by email in accordance with these articles: provided that this
regulation shall not require a copy of those documents to be sent to any person of
whose address the Company is not aware or to more than one of the joint holders of
any debentures. The auditor's report shall be open to inspection and shall be read
before the meeting.

Audit

47.    If the Company is eligible to take advantage of small company audit exemption
regulations, then it may do so. Otherwise 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 one or more properly qualified auditor or
auditors.

48.    Auditors shall be appointed and their duties regulated in accordance with sections 237
and 384 of the Act.

Application of Surplus

49.   Clause 6 of the Memorandum of Association relating to the not-for-profit nature of the
Company shall have effect as if its provisions were repeated in these Articles. Any
surplus of the Company shall be applied to creating a general reserve for the
continuation and development of the Company or be given for social and/or charitable
purposes.

Seal

50.   If the Company has a Seal, it shall only be used by the authority of the Board of
Directors and every instrument to which the Seal shall be applied shall be signed by a
Director and shall be countersigned by the Secretary or by a second Director. Every
such application of the Seal shall be minuted.

Indemnity

51.  Every member or auditor or officer of the Company shall be indemnified out of the
assets of the Company against all losses or liabilities incurred by her/him in or about
the execution and discharge of the duties of her/his office, except to the extent that
such losses or liabilities shall be attributed to:-

a.     fraud or other matters in respect of which such person concerned shall be
convicted of a criminal offence; or

b.     negligence; or

c.     actions knowingly beyond the scope of a specific authority or limit thereon on the
part of such person.

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1.                   The name of the Company is "Café Writers Ltd" hereinafter referred to as the "Company".

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

3.                   The objects of the Company shall be to promote the interests of writers, in particular but not exclusively, new writers, through support and encouragement from   established   writers,   access   to   public  audiences   by   participation   in performances, workshops and exhibitions and by any other means conducive to the furtherance of these objects.

4.         In furtherance of the above, the Company shall have the following powers:

(a)         To purchase, take on lease or in exchange, hire or otherwise acquire any
real or personal property and any rights or privileges which the Company
may think necessary for the promotion of its objects, and to construct,
maintain and alter any buildings or erections which the Company may think
necessary for the promotion of its objects;

(b)         To   publish   books,   pamphlets,   reports,   leaflets,   journals,   films   and
instructional matter;

(c)         To hold lectures, seminars, conferences, workshops, courses, exhibitions
and master-classes;

(d)         To co-operate and  develop  partnerships with  Government,  statutory,
voluntary and other bodies which are supportive of the aims of the
Company;

(e)         To make appeals for money and to solicit subscriptions to the funds of the
Company and to accept any gifts of real or personal property including those
subject to any trust and/or conditions compatible with the objects of the
Company and to undertake to carry out any such trust and/or conditions
compatible with the objects of the Company;

(f)           To borrow or raise money for the Company on such terms and on such
security as may be thought fit;

(f)                           To engage or employ such personnel (whether as employees, consultants,
advisers or however) as may be necessary to the promotion of the objects of
the Company;

(g)                      To establish and support or aid in the establishment and support of any
company, society, co-operative, firm or other organisation the promotion of

which shall in any way be calculated to advance directly or indirectly the objects or interests of the Company;

(h) To purchase or otherwise acquire and undertake all or any part of the business, property, assets, liabilities and transactions of any person, firm, or company carrying on any business which the Company is authorised to carry on;

(i) To invest the monies of the Company not immediately required for its own purposes in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as for the time being may be imposed or required by law;

(j) To enter into any partnership or joint-purse or profit-sharing arrangement with any organisation, company, firm or person carrying on or proposing to carry on any activities within the objects of the Company, and to acquire and hold, sell, deal with or dispose of any shares, stock or securities of any such company;

(k) To obtain all necessary permits, licences or trade marks required for the purpose of enabling the Company to carry out its objects upon such terms and conditions as it may think fit;

(I)     To open and operate bank accounts and other facilities for banking;

(m) To sell, improve, manage, develop, turn to account, exchange, let on rent, royalty, share of profits or otherwise, grant easements, licences and other rights in or over, and in manner deal with or dispose of the undertaking and any or all of the property and assets for the time being of the Company for such consideration as the Company may think fit, subject to the provisions of clause 6;

(n) To establish, maintain or join and subscribe to any retirement benefit scheme for the benefit of any persons who are or were at any time employees of the Company or their dependants;

(o) To purchase appropriate insurance to protect the Company, its members and its Board of Directors;

(p) To make payments for community, social or charitable purposes connected to or compatible with the objects of the Company;

(q) To do all such other lawful things as may be necessary for the attainment of the above objects or any of them.

5.                   The Company shall promote equality of opportunity and oppose any form of
discrimination on grounds of race, ethnic origin, gender, sexual orientation, age,
disability or religion.

6.                   The income and property of the Company, however obtained, shall be applied
solely towards the promotion of the objects of the Company as set out herein and
no portion shall be paid or transferred directly or indirectly to any members of the
Company, provided that nothing shall prevent any payment in good faith by the
Company:

(a)                      of reasonable and proper remuneration to any member, officer or servant of
the Company in return for any service actually rendered to the Company;

(b)                      of interest on money lent by any member of the Company at the rate per
annum not exceeding 2 per cent above the base lending rate of The Bank of
England for the time being;