Articles of Association of Lock Marina (Upware) Ltd.

Interpretations

1 In these Articles:

"The Act" means the Companies Act 1985 and any amendments from time to time in force.

"The Co-operative" means the above named company.

"The Seal" means the Common Seal of the Co-operative.

"Secretary" means any person appointed to perform the duties of the Secretary of the Co-operative.

"The General Council" means all those persons appointed to perform the duties of Director of the Co-operative.

"In writing" shall, unless the contrary intention appears, be construed as including references to printing, photocopying and other modes of representing or reproducing words in a visible form.

2. Words importing the singular number shall include the plural and vice versa unless a contrary Intention appears.

Unless the context requires otherwise, words or expressions contained in these Articles shall bear the same meaning as in the Act.

Members

3. The first members of the Co-operative shall be the Subscribers to the Memorandum of Association.

4. The General Council may admit to membership any person, association, partnership, company or other corporate body who wishes to use the services of the Co-operative, and has agreed to pay to the Co-operative any fee or other monies due for the use of such services.

5. Every applicant for admission shall be considered by the General Council at its first meeting after it was made or as soon thereafter as is practicable: if the application for membership is approved, then the member's name shall be entered in the Register of Members. A member shall notify the Secretary in writing within seven days of a change to the name or address.

6. A body, corporate, association or partnership which is a member may, by resolution of its governing body, appoint a deputy who shall during the continuance of her/his appointment, be entitled to exercise all such rights and powers as the body corporate, association or partnership would exercise if it were an individual person.

Cessation of Membership

7. 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.

8. A member shall cease to be a member immediately that she/he or it:

(a) Ceases in the opinion of the General Council to use the services provided by the Co-operative during any one period of twelve months; or

(b) Fails in the general opinion of the General Council to pay any fee or other monies due to the Co-operative; or

(c) Resigns in writing to the Secretary; or

(d) is expelled by a Special Resolution carried in accordance with Article 13(a) at a

Special General Meeting called to consider the matter; or

(e) dies or becomes bankrupt, if an individual person; or

(f) ceases to be a body corporate or goes into liquidation, if a corporate body.

General Meetings

9. The Co-operative shall in each calendar year hold a General Meeting at its Annual General Meeting and shall specify the meeting as such in the notices calling it, provided that every Annual General Meeting except the first shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting. The first Annual General Meeting shall be held within eighteen months of incorporation. The business of an Annual General Meeting shall comprise:

(i) the appointment of General Council members,

(ii) the consideration of the Report and Accounts presented by the General Council;

(iii) the apportionment of any surplus;

(iv) the appointment and the fixing of the remuneration of the auditor or auditors;

(v) the fixing of annual subscriptions, if any.

All other business transacted at an Annual General Meeting shall be deemed Special.

10. The General Council may, whenever they think fit, convene a Special General Meeting of the Co-operative, or any two members or ten percent of the membership, whichever is greater, may convene a Special General Meeting as provided by section 368 of the Act.

11. Ordinary General Meetings of the Co-operative shall be held at quarterly intervals, but the Co-operative in General Meeting may decide to hold a General Meeting more or less frequently.

12. An Annual General Meeting, an Ordinary General Meeting or a Special General Meeting shall constitute a General Meeting of the Co-operative.

13. Decisions at General Meetings shall be made by passing resolutions:

(a) Decisions involving an alteration to the Memorandum or Articles of Association of the Company and other decisions so required from time to time by statute shall be made by Special Resolution. A Special Resolution is defined as one passed by a majority of not less than three-fourths of those members of the Company voting at a General Meeting.

(b) Decisions to dispense with the holding of Annual GeneraI Meetings, to dispense with the requirement to re-appoint auditors annually, and to dispense with the requirement to lay accounts and reports before the Company in General Meeting shall be made by Elective Resolution. An Elective Resolution is defined as one passed unanimously by all full members of the Company for the time being. Any Elective Resolution passed may be subsequently revoked by Ordinary Resolution.

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

Notices

14. An Annual General Meeting and a Special General Meeting called to consider the making of the decisions described in Article 13(a) above shall be called by at least twenty-one clear days notice. Any other General Meeting shall be called by at least fourteen clear day’s notice.

15. Notice of every General Meeting shall be given in writing to every member of the Co-operative, the auditors of the Co-operative, and such other persons who are entitled to receive notice and shall be given personally or sent by post to each member at the address recorded in the Register of Members and to other persons at their address as notified to the Co-operative.

16. Notice of all meetings shall be given exclusive of the day on which it is effected and shall specify the exact time and place of the meeting. In the case of a Special General Meeting the exact nature of the business to be raised thereat shall be specified.

17. Where notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting the notice and to have been effected at the expiration of forty-eight hours after the notice has been posted.

18. 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

19. Votes may only be given personally by individual members and by the duly appointed deputies of corporate bodies, associations and partnerships which are members. No member shall have more than one vote.

20. Every member and such other persons as are entitled to receive notice subject to Article 15 above shall be entitled to attend and speak at a General Meeting.

21. No business shall be transacted at a General Meeting unless a quorum of members is present. Until and unless otherwise decided by the Co-operative in General Meeting, fifty percent of the membership shall be a quorum.

22. If within half an hour from the time appointed for the meeting a quorum is not present, it shall stand adjourned until the same day in the next week at the same time and same place or otherwise as the Co-operative may decide in General Meeting, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, then the members present shall be a quorum.

23. Each General Meeting shall choose one of their number to be Chairperson of that meeting whose function shall be to conduct the business of the meeting in an orderly manner.

24. The Chairperson 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. Where a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of the original meeting; otherwise it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

25. 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 ballot be so demanded a declaration by the Chairperson that a resolution has on a show of hands been carried or lost and an entry to that effect in the book containing the minutes of the proceedings of the Co-operative shall be conclusive evidence of the fact without proof of the number or proportions of the votes recorded in favour or against such resolutions. The demand for a ballot may be withdrawn.

26.lf a secret ballot is duly demanded it shall be taken in such a manner as the Chairperson directs, provided that each member shall have only one vote, and the result of the ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded.

27.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.

28.In the case of an equality of votes, whether on a show of hands or on a ballot, the Chairperson shall not have a second or casting vote and the resolution shall be deemed to be lost.

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

30.The Co-operative may at its discretion invite other persons to attend its meetings, with or without speaking rights, and without voting rights.

The General Council

31. The qualification of a General Council member shall be that s/he is a member of the Co-operative, and there shall be no further qualification required.

32. Unless otherwise determined by the Co-operative in General Meeting, the number of General Council members shall be not less than two and not more than twelve. For the avoidance of doubt, members of the General Council are directors of the company within the meaning of the Act.

33. The initial General Council members of the Co-operative from incorporation until the first Annual General Meeting shall be appointed by the Subscribers to the Memorandum of Association.

34. A General Council member shall, subject to Article 39 below, hold office until the next Annual General Meeting following his/her appointment.

35. New General Council members shall be elected individually at the Annual General Meeting by the members present.

36. On expiration of the period of office for which s/he was elected, a General Council member shall be eligible for re-election.

37. A General Council member shall not vote in respect of any contract in which s/he is directly or indirectly interested or any matter arising therefrom and if s/he does so vote her/his vote shall not be counted except that nothing in this Article shall prevent a General Council member voting in respect of her/his own contract of employment.

38. Any General Council member may act in a professional capacity for the Co-operative, and s/he Or his/her firm shall be entitled to remuneration for professional services as if s/he were not a General Council member, provided that nothing shall authorise a General Council member or his/her firm to act as auditor to the Co-operative.

39.The office of General Council member shall be immediately vacated if s/he

(a) resigns her/his office in writing to the Co-operative; or

(b) ceases to be a member in accordance with Article 8; or

(c) fails to declare her/his Interest in any contract as referred to in Article 37; or

(d) is absent from three meetings of the General Council during a continuous period of twelve months without special leave of absence from the General Council and they pass a resolution that s/he has by reason of such absence vacated office; or

(e) becomes bankrupt or of unsound mind; or

(f) is removed from office by resolution of the Co-operative in General Meeting in accordance with section 303 of the Act.

Powers and Duties of the General Council

40. The business of the Co-operative shall be managed by the General Council who may pay all expenses of the formation of the Co-operative as they think fit and may exercise all such powers of the Co-operative as may be exercised and done by the Co-operative and as are not by statute or by these Articles required to be exercised or done by the Co-operative in General Meeting.

41. No regulation made by the Co-operative in General Meeting shall invalidate any prior act of the General Council which would have been valid had that regulation not been made.

42. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Co-operative shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the General Council shall from time to time by resolution determine.

43. Without prejudice to its general powers, the General Council may exercise all the powers of the Co-operative to borrow money and to mortgage or charge its undertaking and property or any part thereof and to issue debentures and other securities whether outright or as security for any debt, liability or obligation of the Co-operative or of any third party.

44 The General Council on behalf of the Co-operative may with the approval of a General Meeting pay a gratuity or pension or allowance on retirement to any General Council member who has held any salaried office or place of profit with the Co-operative or to his/her widow(er) or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

Proceedings of the General Council

45 Members of the General Council may meet together for the despatch of business, adjourn, and otherwise regulate their meetings as they think fit.

46. Questions arising at any meetings shall be decided by a majority of votes. In the case of an equality of votes, the Chairperson of the meeting shall not have a second or casting vote, but the General Council may decide to refer the matter to a General Meeting of the Co-operative.

47. The secretary on the requisition of two General Council members shall summon a meeting of the General Council. It shall not be necessary to give notice of a meeting of the General Council to any of its members for the time being absent from the United Kingdom.

48. The quorum necessary for the transaction of the business of the General Council shall be fifty percent of the General Council members or two, whichever is the greater.

49. The General Council may act regardless of any vacancy in their body but, if and so long as their number is less than the minimum prescribed in these Articles, the General Council may act for increasing the number of General Council members to that number or of summoning a General Meeting of the Co-operative, but for no other purpose.

50. At every meeting of the General Council the Members present shall choose one of their number to be Chairperson of the meeting whose function shall be to conduct the business of the meeting in an orderly manner.

51 The General Council shall cause accurate records to be made, in books provided for that purpose, of:

(a) the names and addresses of all members;

(b) the amount of loan stock and other property held in the Co-operative by members;

(c) the name and date of appointment of all persons appointed to office;

(d) the names of the General Council members, officers, members and other persons present at all General, General Council and Committee meetings of the Co-operative;

(e) minutes of all proceedings and resolutions at all General, General Council and Committee meetings of the Co-operative;

(f) all applications of the Seal to any document.

All such records and minutes shall be open to inspection during normal working hours by any member of the Co-operative and by any person authorised by the Co-operative in General Meeting.

52. The General Council may delegate any of their powers to Committees consisting of such members of their body and/or the Co-operative as they think fit; any Committee so formed shall in the exercise of the powers so delegated conform to any regulations imposed on it by the General Council.

53. All acts done by any meeting of the General Council or any Committee or by any person acting as a member of the General Council shall even if it be afterwards discovered that there was some defect in the appointment of any General Council member or Committee member or person acting as such, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a General Council member.

54. A resolution in writing, signed by all the General Council members who for the time being are entitled to vote, shall be valid and effective as if it had been passed at a meeting of the General Council duly convened and held, and may consist of several documents in the same form signed by one or more General Council members.

55. The General Council may at its discretion invite other persons to attend its meetings, with or without speaking rights, and without voting rights.

Secretary

56. The General Council shall appoint a Secretary of the Co-operative for such term at such remuneration and upon such conditions as they think fit; and any Secretary so appointed may be removed by them.

57. A provision of the Act or these Articles requiring or authorising a thing to be done by or to a General Council member and the Secretary shall not be satisfied by its being done by or to the same person acting in both capacities.

The Seal

58. The General Council shall provide for the safe custody of the Seal (if the Co-operative should have one) which shall only be used by the authority of the General Council and every instrument to which the Seal shall be applied shall be signed by a General Council member and shall be countersigned by the Secretary or by a second General Council member. Every such application of the Seal shall be recorded in the minutes.

Accounts

59. The General Council shall cause proper books of account 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 Co-operative and the matters in which the receipt and expenditure takes place;

(b) all sales and purchases of goods by the Co-operative;

(c) the assets and liabilities of the Co-operative.

Proper books shall be deemed to be kept if they give a true and fair record of the state of the Co-operative's affairs and explain its transactions.

60. The books of account shall be kept at the Registered Office of the Co-operative or, subject to section 222 of the Act, at such other place or places as the General Council thinks fit, and shall always be open to the inspection of all members and officers and by other persons authorised by the Co-operative in General Meeting.

61. The General Council shall from time to time, in accordance with sections 227 and 241 of the Act, cause to be prepared and to be laid before the Co-operative in General Meeting such profit and loss accounts, balance sheets, group accounts (if any) and any reports referred to in those sections.

62. In addition the General Council shall prepare and present to the members such regular (at least half-yearly) financial reports, results and cash-flow predictions showing insofar as is possible the current financial position of the Co-operative as the members in General Meeting shall require to be laid before them.

63. A copy of every balance sheet (including every document required by law to be annexed thereto) which is laid before the Co-operative in General Meeting, together with a copy of the auditors report and General Council report shall not less than twenty-one days before the date of the meeting, subject nevertheless to the provisions of section 240(4) of the Act be sent to every member of and every holder of debentures of the Co-operative; provided that this regulation shall not require a copy of those documents to be sent to any person of whose address the Co-operative 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

64. Subject to the provisions of the Act, once at least in every year the accounts of the Co-operative 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.

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

Application of Profits

66. The profits of the Co-operative shall be applied as follows, in such proportion and in such manner as the General Meeting shall decide from time to time:

(a) To create a general reserve for the continuation and development of the Co-operative.

(b)To a bonus to members in proportion to payments made by them to the co-operative for the use of its services.

Dissolution

67. Clause 8 of the Memorandum of Association relating to the winding up and dissolution of the Co-operative shall have effect as if its provisions were repeated in these Articles.

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