‘Shape’, a disability-led arts organisation working to improve access to culture for disabled people provided this type of support until lack funding caused them to discontinue this service.
Superb support for visually impaired people to get to the venues is now provided by the ‘Thomas Pocklington Trust’.
A4Altruistic supports the Thomas Pocklington Trust in continuing this service.
A4Altruistic supports venues that reduce ticket prices to live music for visually impaired people.
A4Altruistic intends for the supported registered charities to become better recognised and promoted in London.
A4Altruistic raises funds, identifies registered charities that further the objects set by A4Altruistic and then makes grants to these charities.
Obviously we welcome all donations, but are equally happy for you to support the ‘Thomas Pocklington Trust’ directly.
We accept cheques made payable to 'A4Altruistic' and sent to 56 Verulam House, Hammersmith Grove, London W6 0NW.
Articles of Association A4Altruistic
1 The company’s name is A4 Altruistic (and document it is called the ‘charity’).
2 In the
‘address’ means a postal address or, for the purposes of electronic communication, a fax number, an e-mail or postal address or a telephone number for receiving text messages in each case registered with the charity;
‘the articles’ means the charity’s articles of association;
‘the charity’ means the company intended to be regulated by the
‘clear days’ in relation to the period of a notice means a period excluding:
- the day when the notice is given or deemed to be given; and
- it is to take effect;
‘the Commission’ means the Charity Commission for England and Wales;
‘Companies Acts’ means the Companies Acts (as defined in section 2 of the Companies Act 2006) insofar as they apply to the charity;
‘the directors’ means the directors the charity. The directors are charity trustees as defined by section 177 of the Charities Act 2011;
‘document’ includes, unless otherwise specified, any document sent or supplied in electronic form;
‘form’ has the meaning given in section 1168 of the Companies Act 2006;
‘the memorandum’ means the charity’s memorandum of association;
‘officers’ includes the directors and the secretary
‘the seal’ means the common seal the charity if it has one;
secretary’ means appointed to perform the duties of the secretary of the charity;
the United Kingdom’ means Great Britain and Northern Ireland; and
words importing one gender shall include all genders, and the singular includes the plural and vice versa.
Unless the context otherwise requires words or expressions contained in the have the same meaning as in the Companies Acts but
excluding any statutory modification not in force when this constitution becomes binding on the charity.
Apart from the exception mentioned in the previous paragraph a reference to an Act of Parliament statutory modification or
re-enactment of it for the time being in force.
3 The liability of the is limited to a sum not exceeding £1, being the amount that each member undertakes to contribute to the
the charity in the event of its being wound up while he, she or it is a member or within one year after he, she or it ceases to be a
- (1) payment of the charity’s debts and liabilities incurred before he, she or it ceases to be a member;
- (2) payment of the costs, charges and of winding up; and
- (3) adjustment of the rights of the contributories among themselves.
4 The charity’s objects (‘Objects’) are specifically restricted to:
making live music accessible and affordable to visually impaired people and to supply information to achieve that object.
[Nothing in the shall authorise an the property of the charity for purposes are not charitable in accordance with
section 7 of the Charities and Trustee Investment (Scotland) Act 2005 and/or section 2 of the Charities Act (Northern Ireland) 2008.]
5 The charity has power to do anything is calculated to further its Object(s) or is conducive or incidental to doing so. In particular, the
charity has power:
- (1) to raise funds. In doing so, the charity must not undertake any taxable permanent trading activity and must comply with any relevant statutory regulations;
- (3) to sell, lease or otherwise dispose of all or any part of the property belonging to the charity. In exercising this power, the charity must comply as appropriate with sections 117 and 122 of the Charities Act 2011.
- to borrow money and to charge the whole or any part of the property belonging to the charity as security for repayment of the money borrowed or as security for a grant or the discharge an obligation. The charity must comply as appropriate with sections 124 - 126 of the Charities Act 2011 if it wishes to mortgage land;
- (5) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
- (6) to or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects;
- (8) to set aside income as a reserve against future but only in accordance with a written reserves;
- (9) to employ and remunerate such staff as are necessary for carrying out the work of the charity. The employ or remunerate a only to the extent it is permitted to do so by article 7 and provided it complies with the conditions in that ;
- (10) to:
- (a) deposit or invest funds;
- (b) employ a professional and
- (c) arrange for the investments or other property of the charity to be held in the name of a nominee; in the same manner and the same conditions as the trustees a trust are permitted to do by the Trustee Act 2000;
- (11) to provide indemnity insurance for the directors in accordance with, and to the conditions in, section 189 of the Charities Act 2011;
Application of income and property
- entitled to reimbursed
- (c) A director an indemnity from the charity in the circumstances specified in article 57.
- (d) A not or payment unless it is by 7.
- and for any supplied to the charity.
Benefits and payments to charity persons
- (1) provisions
- (a) buy any goods or services from the charity on terms preferential to those applicable to the public;
- (c) be employed by, or receive any remuneration from, the charity;
- receive any other financial from the unless the payment is permitted by sub-clause (2) of this
or by the the Commission.
- the in the a of the charity thatof the do not benefit in this way.
- (b) A or connected person may enter into a co the supply services, or of goods that are supplied in connection with the of services, to the charity that is in accordance w and the conditions in, sections 185 and 186 of the Charities Act
- (c) sub-clause (3) a director or connected person may provide the charity with goods that are not supplied in connection with services provided to the charity by the directo connected person.
- (d) A director or connected may receive on lent to the charity at a reasonable and proper rate must be not more than the of England bank rate (also known as the base rate).
- (e) A d connected person may receive for premises let by the director or connected person to the charity. The amount of the rent and the other terms of the lease must be and prope director must withdraw from any meeting at such a proposal or the or other terms the are under discussion.
- (f) A or may take part the normal trading activities of charity on the same terms as the public.
- ch sub-clause (2)(c) if of the
- (a) The amount maximum of the payment for the goods out in an agreement in writing between the charity or its case may be) and or go ’) unde supplier is to th in question to or on behalf charity.
- The or maxim paymen go not exceed what is reasonable suppl goods in question.
- (c) directors sat isthe of the ch contract with the rather than with someone who is not a director or connected must of contracting with a director against disadvantage
- (d) supplier the par at is dis the proposal to enter into with him or her it to supp goods to
- (a) ‘charity’
- (b) ‘connected Interpretation’.
Declaration directors’ interests
8 A director m the nature and ext an direct or indirect, a conflict will arise between his or her duty to act in the charity and any personal inter but not limit any pe interest).
Conflicts of conflicts of loyalties
- (1) If a conflict of in for a dir of a duty of loyalty owed to another organisation or person and the conflict
is not authorise of a provision in art unconflicted directors may authorise such a conflict interests where the following conditions apply:
- (a) the con from the part of t there is discussion of any arrangement or transaction affecting that other organisation or person;
- (b) the co vote on any such m not to be counted when considering whether a quorum of directors is present at the meeting;
- (c) the consider is in the charity to the conflict of interests in the
- In ta of because of a duty loyalty owed to another organisation or person only refers to
a conflict does involve a dire benefit of any to a director or to a connected person.
- (1) The the memorand the the
- (2) is open other or organisations
- (b) are approved by
- (a) The only refu membership if, acting reasonably and they consider it to be in the interests charity to the
- (c) The c the applicant may make about the de directors’ decision following any written be notified to the applicant i but be final.
- (4) Membership transferable.
- The keep of names an of the
- (1) directors classes of with and obligations and shall record the rights
- a class membersh only be varied
- special resolution passed at a separate general meeting of the that class agreeing to
- (4) The provisions the articles about meetings shall apply to any meeting relating t variation the rights of any class
- (1) the member di if it is an organisation, ceases to exist;
- (4) the is removed from membership by of t that it is in the best interests of the charity that his
or her or its member terminated. A resolution to member from membership may only be passed if:
- (a) the has bee at least twenty-on notice in the meeting of the directors at the resolution will be proposed and the reasons why it is to proposed;
- (b) the or, a of the member, member’s representative (who need not be a member of the charity) has been allowed to make to
- The must its first annual meeting within eighteen months after the date of its incorporation.
- An annual ge be held in each year and not more than fifteen months may elapse between successive annual general meetings.
14 The directors call general meeting at any
- (1) T of to hold a meeting of the charity are:
- days for a
- may be called by shorter notice if it is so agreed by a majority in number of members having a right to
attend and vot t being a wh hold not less than 90 percent of the total voting rights.
- The notice must specify the date and place the meeting and the general nature of the business to be transacted. If the
is to be an annual general meeting, the notice must say so. The notice must also contain a statement setting out the of members to appoint a proxy under 324 of the C 2006 and 22.
- The must be given to all the members and to the directors and auditors.
16 The proce a meeting sh be invalidated because a person who was entitled to receive notice the meeting did not receive it
because an accidental
- (1) No busine be transacted at any general meeting unless a quorum is present.
- of the t the is the greater.
- (3) The authorised of a member organisation shall be counted in the
- (b) during a a quorum ce be present; the meeting shall be adjourned to such and as the directors shall determine.
- (2) reco meeting and must give at least seven clear days’ noti the reconvened meeting stating the date, and place of the meeting.
- (3) If no quorum is present at the reconvened meeting within fifteen minutes of the specified for the start the meeting the members in or by pr that shall constitute the quorum for that meeting.
- (1) the person who has been appointed to chair the directors.
- (2) If there is no such person or he or she is not within fifteen minutes of the time appointed for the meeting a director
nominated by the directo chair the meeting.
- (4) If no director present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the in person orproxy en vote
- The member person or by proxy at a meeting may resolve by ordinary resolution that the meeting shall be adjourned.
- (2) The person wh chairing the meeting must decide the date, time and place at the meeting is to be reconvened unless those are specified in resolution.
- be conducted a reconvened meeting unless it could properly have been conducted at the meeting had the adjournment not taken place.
- (4) If a meetin adjourned by a of the members for more than seven days, at least seven clear days’ notice shall be given the meeting stating the date, place of the meeting.
- at a meetin decided by a of hands unless before, or on the declaration the result of, the show of
- (b) by at least two present in person or by proxy and having the right to vote at the meeting; or
- (c) by a member or members present in person or by proxy representing not less than one-tenth the total voting of all the members the right to vote at the meeting.
- (a) The declaration by the person who is chairing the meeting of the result a vote shall be conclusive unless a poll is
- result the vote in the minutes of the charity but the number or proportion of votes cast need not be recorded.
- (a) a poll may be withdrawn, before the poll is taken, but only with the consent of the person who is chairing the
- If demand for a poll is withdrawn the demand shall not invalidate the result of a hands declared before the demand was made.
- (a) A poll must be taken as the person who is chairing the meeting directs, who may appoint scrutineers (who need not be members) and who and place for declaring the results of the poll.
- (b) The result of the poll shall be deemed to be the resolution of the meeting at the poll is demanded.
- (a) A poll demanded on the election a person to chair a meeting or on a question of adjournment must be taken immediately.
- (b) A dem any other question must be taken either immediately or at such and place as the person who is chairing the meeting directs.
- (c) The poll must be taken within thirty days after it has been demanded.
- (d) If the poll is not taken immediately at least seven clear days’ notice shall be given specifying the time and place at the poll is to be taken.
- (e) a demanded the meeting may continue to deal with any other business that may be conducted at the meeting.
Content proxy notices
- (1) Proxies only validly be appointed by a notice in writing (a ‘proxy notice’) authenticated in such manner as the may and
- (d) is to the charity in accordance with the and any instructions contained in the notice of the general meeting to
- (2) notices to be delivered in a particular form, and may specify different forms for different purposes.
- (3) Proxy notices may specify how the proxy appointed under them to vote (or that the proxy is to abstain from voting) on one or
- (4) notice indicates otherwise, it must be treated as -
- (b) appointin as a proxy in relation to any adjournment the general meeting to it relates as well as the meeting .
- (1)who is entitled to attend, speak or vote (either on a of hands or on a poll) at a general meeting so
respect t or any adjournment of it, even though a valid proxy notice has been delivered to the charity by or on behalf of that person.
- An appointment under a proxy notice may be revoked by delivering to the charity a notice in writing given by or on
the person by whom or on whose behalf proxy notice was given.
- (3) A notice revokin proxy appointment only takes effect if it is del the start of the meeting or adjourned
- (4) If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by of the
person who executed it t it on the appointor’s behalf.
- by a (or in the case of a special resolution by a majority of not less than 75%)
of who would have entitled to vote had it been general meeting shall be effective provided that:
- (a) a copy of proposed resolution has been sent to every eligible member;
- (or in the case of a special resolution a majority of not less than 75%) of members has signified its agreement to the resolution; and
- (c) it is contained in an authenticated document that is an organisation, its authorised representative may signify its agreement.
24 11, every member, whether an individual or an organisation, shall have one vote.
25 Any objection to the qualification of any voter must be raised at the meeting at the vote is tendered and the decision of the person
who is chairing the meeting shall be final.
- (1) organisation that is a member of the nominate any person to act as its representative at any meeting
of the charity.
- (2) organisa written notice to the charity of the name of its representative. The representative shall not be
entitled to represent the organisation at any meeting unless the notice has been received by the charity. The representative may
continue to represent the organisation until written notice to the contrary is received by the
- Any notice given to the charity will be conclusive evidence that the representative is entitled to represent the organisation
that his or authority has been revoked. The charity shall not be required to consider whether the representative has been properly appointed by
- A director must be a natural person aged 16 years or older.
- (2) No one may be appointed a director if he or she would be from acting under the provisions of article 39.
28 The minim of directors shall be 2 but (unless otherwise determined by ordinary resolution) shall not be any maximum.
29 first directors be those persons notified to Companies House as the first directors of the charity.
30 A director m a alternate director or anyone to act on his or her behalf at the
- (1)directors shall manage the business of the charity and may exercise all the powers of the charity unless are
by the Companies Acts, the articles or any special resolution.
- (2) No al the or any special resolution shall have retrospective effect to invalidate any prior act of the directors.
- (3) Any meeting of directors at a quorum is present at the time the relevant decision is made may exercise all the exercisable by
32 first annual me the retire office unless by the close of the meeting the members have failed to
elect sufficient directors to hold a quorate meeting of the directors. At each subsequent annual general the directors or, if
three a multiple of three, the number nearest to one-third, must retire from office. If there is only one director he or she
- The t by rotation shall be those who have been longest in office since their last appointment. If any directors
or appointed direc the same day those to retire shall (unless they otherwise agree among themselves) be
- director is required to retire at an annual general meeting by a provision of the the retirement shall take effect upon
the conclusion of the meeting.
Appointment of directors
34 The may ordinary resolution:
- (1) appoint a person who is willing to act to be a director; and
- (2) the rotation in any directors are to retire.
35 No person other than a director retiring by rotation may be appointed a director at any general meeting unless:
- (1) he or she is recommended for re-election by the directors; or
- (2) not les fourteen nor more than thirty-five clear days date of the meeting, the charity is given a notice that:
- (b) states the member’s intention to propose the appointment of a person as a director;
- (c) contains the that, if the person were to be appointed, the charity would have to file Companies House; and
- is signed by the person be proposed to his or her willingness to be appointed.
36 All members who are entitled to receive notice of a general meeting must be given not less than seven nor more than clear
of any resolution be put to the meeting to appoint a director other than a director who is to retire by rotation.
- (1) The directors may appoint a person who is willing to act to be a director.
- (2) by a resolution of the other retire at the next annual general meeting and must not be
taken into account in determining the directors who are to retire rotation.
38 The appoin a director, whether by the charity in general meeting or by the other directors, must not cause the number of
to exceed any fixed as the maximum number of directors.
39 to hold office if he
- is disqua acting as a trustee by virtue of sections 178 and 179 of the Charities Act 2011 (or any statutory re‑enactment or modification those
- (4) in the written opinion, given to the company, of a registered medical practitioner treating that person, has become
mentally of as a director and may remain so for more than three months;
- resigns a direct no the (but only if at least two directors will remain in office when the notice of
resignation is to take
- permission of the directors from all their meetings held within a period of six consecutive months and
resolve that his or her office be vacated.
n paid any remuneration unless it is authorised by article 7.
- may regulate their proceedings as they think fit, the provisions of the
- (2) Any director may call a meeting of the directors.
- (3) The secretary (if any) must call a meeting of the directors if requested to do so by a director.
- (4) ari a meeting shall be decided by a majority of votes.
- (5) In the case of an equality of votes, the person who is chairing the meeting shall have a second or casting vote.
- (6) A meeting may be held by suitable electronic means agreed by the directors in each participant may communicate with
all the participants.
- (1) No decision may be made by a meeting of the directors unless a quorum is present at the time the decision is purported to be
made. [’Present‘ includes being present by suitable electronic means agreed by the directors in
- (3) A direct counted in the quorum present when any decision is made about a matter upon that director is not
43 If the number of directors is less than number fixed as the quorum, the continuing or director may act only for the purpose of
vacancies or of calling a general meeting.
- (1) The directors shall appoint a director to chair their meetings and may at any time revoke such appointment.
- If no-one has been appointed to chair directors or if the person appointed is unwilling to preside or not present within ten the time appointed for the meeting, directors present may appoint one of their number to chair that meeting.
- (3) appointed to chair directors shall have functions or powers except those conferred by the
delegated to him or her by the directors.
- (1) A in writing or in electronic form agreed by all of the directors entitled to receive notice of a meeting of the directors
to vote upon the shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held.
- (2) The resoluti w several documents the text of the resolution in like form to each of
- (1) The directors may delegate any of their powers or functions to a committee of tw more directors but the terms of
delegation mus recorded in the minute book.
- (b) may be incurred on behalf of the charity except in accordance with a budget previously agreed with the directors.
- (4) and pro any committees must be fully and promptly reported to the
- acts done by of directors, or of a committee of directors, shall be valid
- (e) being counted in the quoru decision has been made by a majority of the directors at a quorate meeting.
- (2) does not permit a director or a connected person to keep any benefit that may be conferred upon him or her by a
resolution the directors or of a committee of directors if, but for 47(1), the resolution would have been void, or if the
director has complied with articl
48 If the charity has a seal it must only be used by the authority of the directors or of a committee of directors authorised by the directors. The
directors may determine who shallany instrument to the seal is affixed and unless otherwise so determined it shall be signed by
a director and the (if any) or by a second director.
49 The minutes of
- (b) the decisions made at the meetings; and
- (c) appropriate the reasons for the
- (1) The must prepare for each financial year accounts required by the Companies Acts. The accounts must be prepared to a true and view a or adopted by the Accounting Standards Board or its successors and adhere to the recommendations of of
- The accounting records as required by the Companies Act.
Report Return and Register of Charities
- (1) with the the Charities Act 2011 with regard to the:
- (a) of a copy of the statements of to the Commission;
- a Return and its transmission to the Commission.
- (2) The notify the Commission promptly of any changes to the entry on the Register of Charities.
of to be used
- (1) the articles, anything sent or supplied by or to the charity under the articles may be sent or supplied in any way
in by or to the charity.
- (2) the ar or document to be sent or supplied to a in connection with the taking of decisions by also be sent or the by that has asked t sent or suppli such notices or documents for the time
notice togi any person pursu the articles:
- (b) it by post in a prepaid envelope addressed to the member at his or or
- (e) by placing the notice on a website and providing the person with a notification in writing or in electronic form of the presence of the notice on the website. notification must that it concerns a notice of a company meeting and must specify the place date and time of the meeting.
- (2) A not registeraddress with the charity or who registers only a postal address that is not within the United Kingdom shall not be entitled from the charity.
- (1) notice was properly addressed, prepaid and posted shall be c that the notice
- (2) Pro an electronic form of notice was given shall be conclusive where the company can demonstrate that it was
and sent, in accordance with of the Companies Act 2006.
- (3) In with of the Compa 2006 notice shall be deemed to be
- of communication, 48 hours after it
- (1) The indemnify a relevant director against any liability incurred in that capacity, to the extent permitted by
sections to 234 of the Act 2006.
- (2) In this a ‘relevant director’ means any director or former director of the charity.
57A The charity indemnif auditor against any liability incurred by or her or it
- defending (w or criminal) in judgment is in his or her or its favour or he or she or it is
- (2) with an application under 1157 of the Act 2006 (power of Court to grant relief in case of
reasonable conduct) in relief is granted to him or her or it by the Court.
- (1) The directors may from time to time make such reasonable and proper rules or bye laws as they may deem necessary
or expedient for the proper conduct and management of the
- may regulate fo but are not restricted to
- (a) of o charity (incl organisations to membership) and the rights an of such members, and the , subscriptions fees or payments be made by
- (e) all such matters as are the matter of rules.
- (4) The such means as they think sufficient to bring the rules and bye laws to the notice of the charity.
- (5) rules or bye laws shall be binding on all the charity. No rule or bye law shall be inconsistent with, or
or anything contained in, the
59 If a dispute arises between the charity about the validity
propriety anything done by the the charity under
these the dispute cannot be resolved by agreement, the
to the dispute must fir in good faith to settle the disp before resorting to litigation.
- (1) The the charity may at any time before, and in expectation of, its resolve that any net assets of the charity a be or provision has been made for them, shall on or before the of the be ap in any of the following
- any such of the members of the charity, directors of the charity may at any time before and in
it that any net assets of the charity after all its liabilities have been paid
shall on or of the charity be applied or
- (c) to any charity or for use for particular purp fall within the Objects.
- (3) In shall the net assets of the charity be to distributed among the members of the charity (except to a member that itself a c if no resolution in accordance with 60(1) is passed by the members or the directors the net assets of the charity shall be applied charitable purposes as directed by the Court or the Commission.
- or falling within sub-clause 4(a), when taken together
The charity is dedicated to Alec James Thompson. Alec was one of the people, who would sacrifice his own needs for the needs of other’s. He loved going to concerts in London and he also became involved in helping someone who became visually impaired due to macular degeneration. The latter was the incentive to start this particular charity. A4Altruistic is a pun on Alec’s tattoo (being the letter A followed by the digit 4 tattooed on his right arm).