Announcing a project for the autistic cause,

[Guest guest]

Good day everybody,

What follows is the draft of the legal

documents for

ratifying a proposed not for profit, social

enterprise, Gifted Friends of Tomorrow.

It is the brainchild of a person on the autism

spectrum who has asked that it be posted to

Aspie and

Autie mailing lists for discussion, and the

collection

of feedback, as going forward these people are

intended to be the first beneficiaries of the

initiative.

I wanted to write a lot more about the

project, and

its intentions and workings, however I was

asked not

to be the person mentioned above who is sadly

quite

shy.

He asks instead that if you have questions,

you ask

them so those unanswered by the document can

be found

and used to correct it. Primarily he asked

that this

document be submitted to you his fellow

autistics so

that you could provide your thoughts, and

especially

your criticisms. He promises faithfully to

take your

criticism on board, and return to you with

at least

one more Discussion Draft, possibly several.

So please, e-mail with your thoughts,

questions,

concerns and criticisms at our specially

registered

e-mail address:

giftedfriendsdraft@...

Thank you very much,

The future secretary of Gifted Friends of

Tomorrow

------------------------

Memorandum and Articles of Association of

Gifted

Friends of Tomorrow

Discussion Draft 1 of Version 3, 16 Jan 2006

THESE ARE DRAFT DOCUMENTS, NOT RATIFIED

DOCUMENTS,

Copyright © 2006 to the authors.

Everyone is permitted to copy and distribute

verbatim

copies of this these document's, but

changing it is

not allowed.

-------------------------

The Companies Act 1985

Company Limited by Guarantee

and not having a share capital

Memorandum of Association of Gifted Friends of

Tomorrow

1 NAME

The Company's name is Gifted Friends of

Tomorrow

2 PURPOSE AND RATIONALE

Creative genius is most prevalent among

people with a

wide variety of perceived 'disorders' more

so than in

the population as a whole. Those behind

Gifted Friends

of Tomorrow believe strongly in the wisdom of

a Divine

power, be it the will of some deity or

brilliance of

evolution, that those most damaged by our

sick and

unhealthy societies have been Gifted with

the the

means to improve the world that created them,

and in

so doing, help themselves.

3 REGISTERED OFFICE

The Company's registered offices will be in

England

and Wales.

4 OBJECTS

The Company's object is to carry on

activities which

benefit the community and in particular

(without

limitation) to:

(1) Provide purpose and meaning, including

employment,

both paid and beneficial to persons suffering

from

some variety of pereferred disorder, refered

to here

after o as Gifted Persons).

(2) To provide for a nominal fee of not more

than the

cost of provision, or £1 (whichever is

greater) as a

service, regular social events for Gifted

persons, and

their friends and family.

(3) Gifted Friends of Tomorrow will act as

both a

primary and an umbrella corporation for

businesses,

which will employ or serve as an outlet for

products

and/or services developed by the Members.

(4) Gifted Friends of Tomorrow will provide

education

and encourage growth and development among

our Gifted

persons and in the population as a whole,

via the

actions and work of the Members.

5 POWERS

The Company has the power to do anything

which is

incidental or conducive to the

furtherance of its object.

6 LIMITED LIABILITY

The liability of the Members is limited.

7 GUARANTEE

Every Member of the Company undertakes to

contribute a

sum not exceeding £1 to the assets of the

Company if

it is wound up during his, her or its

membership

or within one year afterward:

(a) for payment of the debts and liabilities

of the

Company contracted before he, she or it

ceased to be a

Member & #894;

( for the costs, charges and expenses of

winding

up & #894; and

© for the adjustment of the rights of the

contributors among themselves.

8 STATEMENT OF ETHICAL FINANCIAL CONDUCT

(1). Except for fair wages granted by the

board to

employees, no person or entity cacompanys

buisness

companys buisness.

(2) No employee's wage will be less than one

and a

half times the minimal wage, or 40% of the

net gain

from their work if this amount is higher

except when,

(a) The employee is a true volunteer without

wage.

( The employee requests for

themselves a

locompanys

netprofit'smpanys netprofit's must be spent

within a

period of ten years of receipt towards the

furtherance

of the objects.

We, the subscribers to this Memorandum, wish

to form a

Company pursuant to this Memorandum.

Names, Addresses and Signatures of

Subscribers

Guarantee

1. Signature£1

Name

Address

Witness to the above signature.

Signature£1

Name

Address

2. Signature£1

Name

Address

Witness to the above signature.

Signature£1

Name

Address

The Companies Act 1985

Company Limited by Guarantee

and not having a share capital

Articles of Association of Gifted Friends of

Tomorrow

TABLE OF CONTENTS

SubjectArticles

Part One: Definitions and Interpretation

Definitions 1

Interpretation 2

Part Two: Asset Lock

Transfer of assets 3

Part Three: Directors' Functions

Directors' general authority to manage the

Company4

Limits on Directors' functions 5

Directors' general authority to delegate

functions

6

Committees of Directors 7

Part Four: Decision making by Directors

Scope of rules 8

Directors to take decisions collectively 9

Unanimous decisions 10

Majority decisions 11

Meetings of Directors 12

Conflicts of interest 13

Records to be kept 14

Specified number of Directors for majority

decisions

15

Chairing of meetings of Directors 16

Directors' discretion to make further rules

17

Defect in appointment 18

Part Five: Directors' Appointment and Terms

of Service

Minimum number of Directors 19

Eligibility to be a Director 20

Methods of appointing Directors 21

Retirement of Directors and election at

annual general

meetings 22

Termination of Directors' appointment 23

Directors' remuneration and other terms of

service

24

Directors' expenses 25

Part Six: Appointment of Members

Appointment of Members26

Transfer and termination of Membership27

Part Seven: General Meetings

Annual general meeting 28

Other general meetings29

Notice 30

Quorum 31

Conduct of business – general 32

Voting procedures 33

Minutes 34

Part Eight: Miscellaneous

Company Secretary 35

Company seal 36

Accounts and reports37

Notices 38

Indemnity 39

PART ONE: DEFINITIONS AND INTERPRETATION

1 DEFINITIONS

In these Articles the following terms shall

have the

following meanings.

Term Meaning

" 1985 Act " the Companies Act 1985

" 2004 Act " the Companies (Audit,

Investigations and Community Enterprise)

Act 2004

" address " in relation tsuch

communicationsmunications, includes any

number or

address used for thepurposes of

suchcommunications

" Articles " the Company's Articles of

Association

" Asset Locked Body " a community interest

company, Charity or ish Charity or a

body

established outside Great Britain (for the

purposes of article 3(2)(a), the United

Kingdom) that

is equivalent to any of those persons

" Chair " the meaning given in article 16

" Charity " (except in the phrase, " ish

Charity " ) the meaning given by Section 96

of the

Charities Act 1993

" clear days " in relation to the period of a

notice, that period excluding the day when

the notice

is given or deemed to be given and the day

for which it is given or on which it is to

take

effect

" Company " Gifted Friends of Tomorrow

Community

Interest Company

" Director " a Director of the Company,

including any person occupying the

position of

Director, by whatever name called

" Directors' functions " the meaning given in

article 4(1)

" electronic communication " the meaning given

in

the Electronic Communications Act 2000

" in writing " written printed or

transmitted

writing including by electronic

communication

" majority decision " the meaning given in

article 11

" Members " the members of the Company as

defined in the 1985 Act

" Memorandum " the Company's Memorandum of

Association

" Regulations " the Community Interest Company

Regulations 2005

" Regulator " the Regulator of Community

Interest Companies

" relevant quorum " the meaning given in

article

15(1)

" remuneration " any reasonable payment or

benefit received, or to be received, by

a Director

or employee of the Company in consideration

for that Director's or employee's services to

the Company, and any arrangement in

connection with

the payment of a pension, allowance or

gratuity to or in respect of any

person who is

to be, is, or has been a Director or

employee of the Company or any of its

predecessors in business

" ish Charity " a body entered in the

ish Charity Register

" Secretary " the individual appointed as

Company Secretary under article 35

" subsidiary " the meaning given in section 736

of the Companies Act 1985

" unanimous decision " the meaning given in

article 10.

2 INTERPRETATION

(1) Unless the context requires otherwise,

words or

expressions defined in:

(a) the 1985 Act,

( the 2004 Act, or 10

© the Regulations,

have the same meaning in the Articles.

(2) Without prejudice to the generality of

paragraph

(1):

(a) " community " is to be construed in

accordance

with section 35 of the 2004 Act

and Part 2 of the Regulations & #894;

( " financial year " has the meaning given

in

section 223 of the 1985 Act & #894; and

© " transfer " includes every

description of

disposition, payment, release or

distribution and the creation or extinction

of an

estate or interest in, or right over,

any property, or, in Scotland, a right,

title or

interest in or over any property.

(3) Unless the context requires otherwise,

all

references to legislative provisions are to

the

legislation concerned as amended, repealed,

reenacted

or replaced and in force from time

to time.

(4) Unless the context requires otherwise,

words in

the singular include the plural and words

in the plural include the singular.

(5) All headings and explanatory notes are

included

for convenience only: they do not form

part of the Articles, and shall not be used

in the

interpretation of the Articles

PART TWO: ASSET LOCK

3 TRANSFER OF ASSETS

(1) The Company shall not transfer any of

its assets

other than for full consideration.

(2) Provided the condition specified in

paragraph

(3) is satisfied, paragraph (1) shall not

apply to:

(a) the transfer of assets to any Asset

Locked Body

specified in the Memorandum or

Articles for the purposes of this article or

(with

the consent of the Regulator) to

any other Asset Locked Body & #894; and

( the transfer of assets made for the

benefit of

the community other than by way of

a transfer of assets to an Asset Locked Body.

(3) The condition is that the transfer

of

assets must comply with any

restrictions on the

transfer of assets for less than full

consideration

which may be set out elsewhere in the

Memorandum or the Articles.

(4) If:

(a) the Company is wound up under the

Insolvency Act

1986 & #894; and

( all its liabilities have been satisfied,

then any residual assets shall be given or

transferred

to the specified Asset Locked Body

specified in the Memorandum and Articles for

the

purposes of this article.

(5) For the purposes of this article,

the

following Asset Locked Body is

specified as a

potential recipient of the Company's assets

under

paragraphs (2) and (4).

Name:

Registered Charity Number [if applicable]:

Registered Company Number [if applicable]:

Registered Office / Principal office address:

PART THREE: DIRECTORS' FUNCTIONS

4 DIRECTORS' GENERAL AUTHORITY TO MANAGE

THE COMPANY

(1) The Directors' functions are:

(a) to manage the Company's business & #894;

and

( to exercise all the powers of the

Company for

any purpose connected with the

Company's business.

(2) The Directors may delegate their

functions in

accordance with the Articles.

5 LIMITS ON DIRECTORS' FUNCTIONS

(1) The Members may, by special resolution:

(a) alter the scope of the Directors'

functions & #894; or

( require the Directors to act in a

specified

manner.

(2) No special resolution passed under

paragraph (2)

shall have retrospective effauthorise

DIRECTORS'

GENERAL AUTHORITY TO DELEGATE FUNCTIONS

(1) Subject to the Articles, the Directors

may

delegate any of their functions to any person

they think fit.

(2) The Directors must not delegate to

any

person who is not a Director any

decision

connected with:

(a) the taking of decisions by Directors & #

894; or

( the appointment of a Director or the

termination

of a Director's appointment.

(3) Any delegation under paragraph (1) may

authorise

further delegDECISIONMAKINGirectors'

functions by any person to whom they are

delegated.

7 COMMITTEES OF DIRECTORS

(1) Two or more Directors are a " committee "

if the

Directors have:

(a) delegated any of the Directors'

functions to

them & #894; and

( indicated that they should act together

in

relation to that function.

(2) The provisions of the Articles about how

the

Directors take decisions shall apply, as far

as

possible, to the taking of decisions by

committees.

PART FOUR: DECISIONMAKING BY DIRECTORS

8 SCOPE OF RULES

(1) References in the Articles to decisions

of

Directors are to decisions of Directors which

are

connected with their functions.

(2) Except where the Articles expressly

provide

otherwise, provisions of the Articles about

how the Directors take decisions do not

apply:

(a) when the Company only has one Director & #

894; or

( to decisions delegated to a single

Director.

9 DIRECTORS TO TAKE DECISIONS COLLECTIVELY

Any decision which the Directors take must be

either a

unanimous decision or a majority

decision.

10 UNANIMOUS DECISIONS

(1) The Directors take a unanimous decision

when they

all indicate to each other that they

share a common view on a matter.

(2) A unanimfavourcision need not be taken

at a

meeting of Directors, or involve any

discussion between Directors.

11 MAJORITY DECISIONS

(1) The Directors take a majority decision

if:

(a) every Director has been made aware of a

matter

to be decided by the Directors & #894;

( all the Directors who indicate that

they wish to

discuss or vote on the matter

have had a reasonable opportunity to

communicate their views on it to each

other & #894; and

© a majority of those Directors vote in

favour of

a particular conclusion on that

matter at a meeting of Directors.

(2) Paragraph (1)(a) does not require

communication

with any Director with whom it is not

practicable to communicate, having regard to

the

urgency and importance of the matter to

be decided.

12 MEETINGS OF DIRECTORS

(1) Any Director may call a meeting of

Directors.

(2) Every Director must be given reasonable

notice of

a meeting of Directors.

(3) Paragraph (2) does not require notice to

be given:

(a) in writing & #894; or

( to Directors to whom it is not

practicable to

give notice, having regard to the

urgency and importance of the matters to be

decided,

or who have waived their

entitlement to notice.

(4) Directors participating in a meeting of

Directors:

(a) must participate at the same time, but

may be in

different places & #894; and

( may communicate with each other by any

means.

(5) Questions arising at a meeting of

Directors shall

be decided by a majority of votes & #894; in

case of an equality of votes, the Chair shall

have a

second or casting vote.

13 CONFLICTS OF INTEREST

(1) In this article, a " relevant interest "

is:

(a) any interest which a Director has in & #

894; or

( any duty which a Director owes to a

person other

than the Company in respect

of, an actual or proposed transaction or

arrangement

with the Company.

(2) For the purposes of paragraph (1)(a), a

Director

shall be deemed to have an interest in a

transaction or arrangement if:

(a) the Director or any partner or other

close

relative of the Director has an actual or

potential financial interest in that

transaction or

arrangement & #894;

( any person specified in paragraph

(2)(a)

is a partner in a firm or limited

partnership, or a director of or a substantial

shareholder in any Company, which

has an actual or potential commercial

interest in

that transaction or arrangement & #894;

or

© any other person who is deemed

to be

connected with that Director for the

purposes of section 317 of the 1985 Act has a

personal interest in that transaction

or arrangement.

(3) Subject to paragraph (8)(, a

Director who

has a relevant interest must disclose

the

nadecisionmakingt of that interest to the

other

Directors.

(4) Subject to paragraphs (5) and (6), when

the

Directors take a majority decision on any

matter relating to a transaction or

arrangement in

which a Director has a relevant interest:

(a) no Director who has such a relevant

interest may

vote on that matter & #894; and

( for the purposes of determining whether

a

relevant quorum is present, or whether

a majority decision has been taken in

relation to

that matter, such a Director's

participation in the decisionmaking process

shaldisapplyored.

(5) Paragraph (4) does not apply:

(a) if the Director's interest cannot

reasonably be

regarded as giving rise to any real

possibility of a conflict between the

interests of

the Director and the Company & #894;

or

( if the Director's interest only arises

because

the Director has given, or has been

given, a guarantee, security or indemnity in

respect

of an obligation incurred by

or on behalf of the Company or any of its

subsidiaries.

(6) The Members may by ordinary

resolution

decide to disapply paragraph (4),

either in

relation to majority decisions generally or in

relation to a particular decision.

(7) Subject to the 1985 Act, if a Director

complies

with paragraph (3):

(a) that Director:

(i) may be a party to, or otherwise

interested in,

the transaction or arrangement

in which that Director has a relevant

interest & #894;

and

(ii) shall not, by reason of being a

Director, be

accountable to the Company for any

benefit derived from that transaction or

arrangement & #894; and

( the transaction or arrangement in which

that

Director has a relevant interest shall

not be liable to be treated as void as a

result of

that interest.

(8) For the purposes of paragraph (3):

(a) a general notice given to the Directors

that a

Director is to be regarded as having

a specified interest in any transaction or

arrangement shall be deemed to be a

disclosure that the Director has an

interest

in any such transaction or

arrangement of the nature and extent so

specified & #894; and

( any interest of which a Director has no

knowledge, and could not reasonably be

expected to have knowledge, shall be

disregarded

15 SPECIFIED NUMBER OF DIRECTORS FOR

MAJORITY

DECISIONS

(1) Subject to paragraph (2), no majority

decision

shall be taken at a meeting of Directors

unless 60% (the " relevant quorum " )

participate in the

meeting and are entitled

to vote on the matter on which a majority

decision is

to be taken.

(2) If the Company has one or more Directors,

but the

total number of Directors is less than

the relevant quorum, a meeting of Directors

may take a

majority decision:

(a) to appoint further Directors & #894; or

( that will enable the Members to appoint

further

Directors.

16 CHAIRING OF MEETINGS OF DIRECTORS

(1) The Directors shall appoint a Director

to chair

all meetings of Directors.

(2) If the person appointed under paragraph

(1) is for

any reason unable or unwilling to chair

a particular meeting, the Directors shall

appoint

another Director to chair that process.

(3) The Directors may terminate an

appointment made

under paragraph (1) or paragraph (2)

at any time.

(4) A Director appointed under this article

shall be

known as the Chair for as long as such

appointment lasts.

17 DIRECTORS' DISCRETION TO MAKE FURTHER

RULES

(1) Subject to the Articles, the Directors

may make

any rule which they think fit about how

they take decisions.

(2) The Directors must ensure that any rule

which they

make about how they take decisions

is communicated to all persons who are

Directors while

that rule remains in force.

18 DEFECT IN APPOINTMENT

(1) This article applies if:

(a) a decision is taken by the Directors,

or a

committee of the Directors, or a person

acting as a Director & #894; and

( it is subsequently discovered that a

person who,

acting as a Director, took, or

participated in taking, that decision:

(i) was not validly appointed as a Director & #

894;

(ii) had ceased to hold office as a Director

at the

time of the decision & #894;

(iii) was not entitled to take that

decision & #894;

or

(iv) should, in consequence of a conflict of

interests, not have voted in the

process by which that decision was take

(2) Where this article fortys:

(a) the discovery of any defect of the kind

specified in paragraph (1)( shall not

invalidate any decision which has been taken

by, or

with the participation of, the

person in relation to whom that defect

existed & #894;

and

( any such decision shall be as valid as

if no

such defect existed in relation to any

person who took it or participated in taking

it.

PART FIVE: DIRECTORS' APPOINTMENT AND TERMS

OF SERVICE

19 MINIMUM AND MAXIMUM NUMBER OF DIRECTORS

The number of Directors shall not be less

than five

and shall not exceed fourty.

20 ELIGIBILITY TO BE A DIRECTOR

(1) A person shall not be a Director unless

that

person:

(a) is a Member and (if that person is an

individual) is willing to serve as a Director

and has attained the age of 18 years & #894;

and

( is elected or appointed as a Director in

accordance with the Articles.

(2) No person shall be elected or

appointed as a

Director in circumstances which, if that

person had already been a Director, would

have

resulted in that person ceasing to be a

Director under the Articles.

21 METHODS OF APPOINTING DIRECTORS

onethird first Directors shall be the persons

named in

the Form 10 upon incorporation.

(2) Thereafter, Dionethirdmay be appointed

by ordinary

resolution of the Members,

provided that the appointment does not

cause the

number of Directors to exceed any

number fixed by or in accordance with the

Articles as

the maximum number of Directors

22 RETIREMENT OF DIRECTORS AND ELECTION

AT

ANNUAL GENERAL

MEETING

(1) At the fifth annual general meeting all

the

Directors shall retire from office, and at

every

subsequent annual general meeting onethird of

the

Directors or, if their number is not

three or a multiple of three, the number

nearest to

onethird shall retire from office. If

only one Director is subject to retirement by

rotation, that Director shall retire.

(2) Subject to the 1985 Act, the Directors

to retire

by rotation shall be those who have been

longest in office since their last

appointment or

reappointment, but as between persons

who became or were last reappointed Director

on the

same day those to retire shall (unless

thirtyfiveerwise agree among themselves) be

decided by

lot.

(3) If the Members at the meeting at which a

Director

retires by rotation do not fill the

vacancy, the retiring Director shall, if

willing to

act, be deemed to have been reappointed

unless:

(a)thirtyfiveeeting it is resolved not to

fill the

vacancy & #894; or

( a resolution for the reappointment of

the

Directtwentyeighto the meeting and lost.

(4) A retiring Director who wishes to be

considered

for reelection shall give notice to the

Secretary at least fourteen but not

more than

thirtyfive clear days before the date

appointed for the annual general meeting.

(5) A Member other than a retiring Director

who wishes

to be considered for election as a

Director shall give notice to the Secretary

at least

fourteen but not more than thirtyfive

clear days before the date appointed for the

annual

general meeting.

(6) At least seven but not more than

twentyeight clear

days before the date appointed for

holding an annual general meeting notice

shall be

given to all who are entitled to receive

notice of the meeting of any person who is

eligible

for election or reelection as Director

and has given notice under paragraph (4) or

paragraph

(5) (each such person being, for the

purposes of this article, a " candidate " ) .

(7) Every notice given under paragraphs (4),

(5) or

(6) shall state those particulars which

would be required to be included in the

Company's

register of Directors if the person to

which the notice relates were to be elected a

Director.

(8) Subject to paragraph (9), the question

whether

each such person is to be elected as a

Director shall be decided by a separate

ordinary

resolution of the Members at the annual

general meeting.

(9) If:

(a) a number has been fixed by or in

accordance with

the Articles as the maximum

number of Directors (the " relevant

maximum " ) & #894;

and

( the number of candidates exceeds the

relevant

maximum less the number of

those directors who are not retiring, then

the

election of Directors shall follow the

procedure set out in paragraph (10) rather

than that

set out in paragraph (8).

(10) Where the conditions specified in

paragraph (9)

are fulfilled:

(a) each Member shall be invited to vote on

the

candidates by ranking them in order

of preference on ballot papers which they

must sign

and return to the Company

at or before the annual general

meeting in

order to cast their votes on the

candidates (and any ballot papers returned

at the

annual general meeting must be

returned before the time appointed for the

return of

ballot papers by the chair of

the meeting) & #894;

( the annual general meeting may be

adjourned for

the counting of votes under

paragraph (10)(a) (and, if it is so

adjourned, the

existing Directors shall continue

in office until the outcome of the vote has

been

determined) & #894; and

© the candidates elected as Directors

shall be

those who have been ranked highest

in order of preference, taking account of

the average

of all Members' votes, and

shall be equal in number to the

relevant

maximum less the number of those

directors who are not retiring.

(11) If fewer than the minimum number of

Directors are

elected at an annual general

meeting, the Directors shall appoint further

Directors

to fill any vacancy

23 TERMINATION OF DIRECTORS' APPOINTMENT

(1) A person shall cease to be a Director if:

(a) that person ceases to be a Member & #894;

( that person ceases to be a Director by

virtue of

any provision of the 1985 Acts,

or is prohibited by law from being a

Director & #894;

© any notice to the Company that that

person is

resigning or retiring from office as

Director takes effect (except that where

such

resignation or retirement would

otherwise lead to the Company having fewer

than two

Directors, it shall not take

effect until sufficient replacement Directors

have

been appointed) & #894;

(d) the Members pass an ordinary resolution

removing

that person from office & #894;

(e) a contract under which that person is

appointed

as a Director of, or personally

performs services for, the Company or any of

its

subsidiaries terminates, and the

Directors decide that that person should

cease to be

a Director

(f) the Directors decide, at a

meeting of

Directors, that that person should be

removed from office, but such a decision

shall not be

taken unless the person in

question has been given:

(i) at least fourteen clear days' notice in

writing

of the proposal to remove that

person from office, specifying the

circumstances

alleged to justify removal

from office & #894; and

(ii) a reasonable opportunity of being heard

by, or

of making representations in

writing to, the Directors.

2) No powers to remove Directors may be

given to

persons who are not Members which

immediately after their exercise could result

in

either:

(a) the majority of the remaining Directors

having

been appointed by persons who

are not Members & #894; or

( the number of Directors removed during

the

financial year of the Company by

persons who are not Members exceeding the

number of

the remaining Directors,

but this shall not prevent a Director

from

appointing, or subsequently removing, an

alternate director, if permitted to do so by

the

Articles.

24 DIRECTORS' REMUNERATION AND OTHER TERMS

OF SERVICE

(1) Subject to the 1985 Act, and the

Articles, the

Company satisfying the community interest

test, and any resolution passed under

paragraph (2),

the Directors may decide the terms

(including as to remuneration) on which a

Director is

to perform Directors' functions, or

otherwise perform any service for the

Company or any

of its subsidiaries.

(2) The Members may by ordinary resolution

limit or

otherwise specify the remuneration to

which any Director may be entitled, either

generally

or in particular cases.

25 DIRECTORS' EXPENSES

The Company may meet all reasonable

expenses

which the Directors properly incur in

connection with:

(a) the exercise of their functions & #894; or

( the performance of any other duty

which they

owe to, or service which they

perform for, the Company or any of its

subsidiaries.

PART SIX: MEMBERS

26 APPOINTMENT OF MEMBERS

(1) The subscribers to the Memorandum are

the first

Members of the Company.

(2) Such other persons as agree to

become

Members of the Company, whose names are

entered in the register of Members, and who

are

admitted to membership in accordance

with the Articles, shall be Members of the

Company.

(3) No person shall be admitted as a Member

of the

Company unless he, she or it is approved

by the Directors.

(4) Every person who wishes to become a

Member shall

execute and deliver to the Company

an application for membership in such

form (and

containing such information) as the

Directors require.

(5) Any person who is denied membership may

appeal at

a the general meeting, where their

membership may be decided by resolution of

the

members.

27 TRANSFER AND TERMINATION OF MEMBERSHIP

(1) Membership is not transferable to anyone

else.

(2) Membership is terminated if:

(a) the Member dies or ceases to exist & #894;

( the Members pass an ordinary resolution

expelling the Member & #894; or

© otherwise iafterwardsce with the

Articles.

(3) No resolution shall be passed under

paragraph (2)

unless the Member has been given:

(a) at least fourteen clear days' notice in

writing

that it is proposed to expel him, her

or it, specifying the circumstances alleged

to

justify expulsion & #894; and

( a reasonable opportunity of being heard

by or of

making written representations

to the Members passing the ordinary resolution

PART SEVEN: GENERAL MEETINGS (MEETINGS OF

MEMBERS)

28 ANNUAL GENERAL MEETING

The Company shall hold an annual general

meeting:

(a) within 18 months of the Company's date

of

incorporation and afterwards once in

each calendar year (provided that not more

than 15

months shall elapse between

the date of one annual general meeting of

the Company

and that of the next) & #894; and

( at such date, time and place as the

Directors

shall determine..

29 OTHER GENERAL MEETINGS

(1) The Directors may decide to call a

general meeting

at any time.

(2) The Directors shall call a general

meeting

on receiving a requisition to that

effect in

accordance with the 1985 Act.

30 NOTICE

(1) Notice of general meetings shall

be given

to every Member, the Directors and the

Company's auditors (if any).

(2) All general meetings shall be called by

at least

21 clear days' notice in writing.

(3) Every notice calling a general meeting

shall

specify:

(a) thereal-timedelectronicme of the

meeting & #894;

and

( the general nature of the business to be

transacted.

(4) In the case of an annual general meeting,

the

notice shall specify that the meeting is an

annual general meeting.

(5) If a special resolution is to be

proposed, the

notice shall contain a statement to that

effect

and set out the text of the special

resolution.

31 QUORUM

(1) No business shall be transacted at any

meeting

unless a quorum is present.

(2) The quorum for a general meeting shall be

30%

Members present in person

(or, in the case of a corporate Member, by

its duly

appointed representative), or remotely

present via

realtime elecontric communications, and

entitled

to vote on the business to be transacted.

(3) If a quorum is not present within half

an hour

from the time appointed for the meeting,

the meeting shall stand adjourned for a

minimum of

seven days until such time as the

Directors determine.

32 CONDUCT OF BUSINESS – GENERAL

(1) The Chair shall preside as chair

of the

general meeting. In the Chair's

absence, the

Members shall appoint some other

Director, or

(if no Director willing to preside is

present) Member to preside.

(2) The chair:

(a) may adjourn the meeting from time to

time and

from place to place, with the

consent of a meeting at which a quorum is

present & #894; and

( shall do so if so directed by the

meeting or in

accordance withremotelycles.real-

timeoelectronicshall

be transacted at an adjourned meeting other

than

business which might

propeauthorisedeen transacted at the meeting

had the

adjournment not taken place.

(4) When a meeting is adjourned for fourteen

days or

more, at least seven clear days' notice

shall be given specifying the time and

authorisedhe

adjourned meeting and the general

nature of the business to be transacted.

Otherwise it

shall not be necessary to give any

such notice.

(5) Except as required by law, all decisions

of the

Members at a general meeting shall be

made by ordinary resolution.

33 VOTING PROCEDURES

(1) Every Member present in person, or

remoteley via

realtime elecontric communications, or by

proxy (or,

in the case of a corporate Member, by

its duly authorised representative) shall

have one

vote.

(2) A person who is not a Member shall not

have any

right to vote at a general meeting of

favourCompany

(except as the proxy or (in the case of a

corporate

Member) duly authorised

representative of a Member).

(3) Paragraphs (1) and (2) are without

prejudice to

any right to vote on a resolution affecting

the rights attached to a class of the

Company's

debentures.

(4) A declaration by the chair that a

resolution has

been:

(a) carried & #894;

( carried unanimously, or by a particular

majority & #894;

© lost & #894; or

(d) not carried by a particular majority,

and

an entry to that effect in the minutes of the

meeting,

shall be conclusive evidence of the

fact without proof of the number or

proportion

of the votes recorded in favour of or

against the resolution.

(5) In the case of an equality of votes, the

chair

shall be entitled to a casting vote in

addition

to any other vote he or she may have as a

Member.

(6) The proceedings at any general

meeting shall

not be invalidated by reason of any

accidental informality or irregularity

(including with

regard to the giving of notice) or any

want of qualification in any of the persons

present or

voting.

(7) No objection shall be raised to the

qualification

of any voter except at the general meeting

or adjourned meeting at which the vote

objected

to is tendered, and every vote not

disallowed at the meeting shall be valid. Any

objection made in due time shall be referred

to the chair whose decision shall be final and

binding.

34 MINUTES

(1) The Directors shall cause minutes to be

made and

kept in writing of all proceedings at

general meetings of the Company.

(2) Any such minute, if purported to be

signed by the

chair of theauthorisedor by the chair of

the next succeeding general meeting, shall be

sufficient evidence of the proceedings.

PART EIGHT: MISCEauthorised

35 COMPANY SECRETARY

(1) Subject to the provisiauthorised 1985

Act, the

Directors shall appoint an

individualauthorisedas

Company Secretary for such term and at

such

remuneration and upon such

otheauthorisedions as

they may think fit.

(2) The Directors may decide to remove a

person from

the office of Secretary at any time.

36 COMPANY SEAL

(1) This article applies if the Company has

a seal

(the " common seal " ).

(2) The common seal shall only be applied to

a

document if its use on that document has

been authorised by a decision of the

Directors.

(3) If the common seal is applied to a

document, the

document shall be:

(a) signed by an authorised person & #894; and

( countersigned by another authorised

person.

(4) For the purposes of this article, an

authorised

person is:

(a) any Director & #894;

( the Secretary & #894; or

© any person authorised by the

Directors for

the purpose of signing and

countersigning documents to which the common

seal is

applied.

37 ACCOUNTS AND REPORTS

(1) The Directors shall comply with the

requirements of the 1985 Act and any

other

applicable law as to keeping financial

records, the

audit or examinations of accounts and

the preparation and transmission to the

Registrar

of Companies of annual reports and

accounts

(2) Subject to paragraph (3), the Company's

statutory

books and accounting records shall be

open to inspection by the Members during usual

business hours.

(3) The Company may in general meeting

impose

reasonable restrictions as to the time at

which and the manner in which the

statutory

books and accounting records of the

Company may be inspected by Members.

38 NOTICES

(1) Except where the Articles provide

otherwise, any

notice to be given to or by any person

under the Articles shall be in writing to an

address

for the time being notified for that

purpose to the person giving the notice.

(2) The Company may give any notice to any

person

under the Articles:

(a) in person & #894;

( by sending it by post in a

prepaid

envelope addressed to that person at

that

person's registered address, or by leaving

it at that

address & #894;

© by fax or by electronic communication

to an

address provided for that purpose & #894;

or

(d) by posting it on a website, where the

recipient

has been notified of such posting

in a manner agreed by that person.

(3) A person present at any meeting shall be

deemed to

have received notice of the meeting

and, where requisite, of the purpose for

which it was

called.

(4) Proof that:

(a) an envelope containing a notice was

properly

addressed, prepaid and posted & #894; or

( that an electronic commujudgement

or fax

has been transmitted to tjudgementct

address or number,

shall be conclusive evidence that the notice

was

given.

(5) A notice shall, unless the contrary is

proved, be

deemed to be given:

(a) at the expiration of 48 hours after the

envelope

containing it was posted & #894; or

( in the case of a notice contained in an

electronic communication or fax, at the

expiration of 48 hours after the time it was

transmitted.

39 INDEMNITY

(1) Subject to the 1985 Act, a Director

shJudgementindemnified out of the Company's

assets

against any expenses which that Director

incurs:

(a) in defending civil proceedings in

relation to

the affairs of the Company (unless

judgement is given against the Director and

the

judgement is final) & #894;

( in defending criminal proceedings in

relation to the affairs of the Company

(unless the Director is convicted and the

conviction

is final) & #894;

© in connection with any application

for

relief from liability for negligence,

default, breach of duty or breach of trust in

relation to the affairs of the Company

(unless the Court refused to grant the

Director

relief, and the refusal is final).

(2) Judgement, conviction or refusal of

relief

becomes final if the period for

bringing an

appeal or any further appeal has ended and

any appeal

brought is determined, abandoned

or otherwise ceases to have effect.

(3) This article is without prejudice

to any

other indemnity to which a Director

may be

entitled.

Names, Addresses and Signatures of

Subscribers

1. Signature

Name

Address

Witness to the above signature.

Signature

Name

Address

2. Signature

Name

Address

Witness to the above signature.

Signature

Name

Address