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Memorandum & Articles

The Companies Act 1985

COMPANY LIMITED BY GUARANTEE

AND NOT HAVING A SHARE CAPITAL

MEMORANDUM AND ARTICLES

OF ASSOCIATION

of BRITISH PROMOTIONAL MERCHANDISE ASSOCIATION LIMITED

COMPANY NUMBER: 4546290

INCORPORATED ON: 26^TH DAY OF SEPTEMBER 2002

The Companies Act 1985

COMPANY LIMITED BY GUARANTEE

AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION

of BRITISH PROMOTIONAL MERCHANDISE ASSOCIATION LIMITED

1. The name of the Company is British Promotional Merchandise Association Limited.

2. The Registered Office of the Company will be situated in England and Wales.

3. The objects for which the Company is established are:-

To establish, maintain and operate an organisation promoting, co-ordinating and providing encouragement, assistance and information on all aspects of promotional merchandise and to undertake all responsible action to maintain or increase the level of trade available to its membership, relative to the industry served. To promote and protect the standards and image of the promotional merchandise industry.

And the Company shall have the following powers exercisable in furtherance of its said objects but not otherwise, namely:-

(A) To raise funds, whether by the levy of subscriptions by the Company, by means of donations from companies and other business concerns, by private or public appeals or otherwise, and to seek any form of assistance, sponsorship or grant from government, municipal, commercial or private sources or from any national or international health, welfare, social or cultural organisation for or on behalf of the Company, or any person or body of persons pursuing any object which this Company is authorised to carry on and to accept gifts of property, whether subject to any special trust or not, for the objects of the Company.

(B) To recruit and assist in the recruitment of voluntary workers in and for the Company and to retain or employ professional or technical advisers or workers in connection with the objects of the Company and to pay reasonable and proper fees for their services.

(C) To make any financial grant or award, and to enter into any contract or arrangement for the provision to any person or body of persons of any technical, financial or other assistance, of any service or equipment, labour, or of travel, accommodation or other facilities and generally to do all such things as may, in the opinion of the Officers, further the primary objects of the Company.

(D) To undertake research and surveys and publish the useful results of such research; to establish, equip and maintain a library to collect, compile, print, publish and disseminate information; to provide, publish or contribute to the publication of any papers, books, periodicals, reports or other documents, films, slides, tapes, pictures, plans or models; to give and exchange information and advise; and to promote, foster and maintain the interest and support of the public in the objects and activities of the Company.

(E) To organise, provide facilities for and hold conferences, meetings, courses of instruction, demonstrations, lectures, exhibitions, competitions, tours and displays.

(F) To establish, promote or assist in establishing or promoting and to subscribe to or become a member of, or co-operate or federate with any other organisations or associations whose objects are in whole or in part similar to the objects of the Company or the establishment or promotion of which may be beneficial to the Company; to act as trustees or agents for and to manage and to undertake the property, assets, liabilities and engagements of any such organisations or associations; and to subscribe or guarantee money for any purposes in any way calculated to further the objects of the Company.

(G) To foster and encourage co-operation and communication between similar organisations, societies, institutions, and local and national authorities and to co-ordinate the activities and represent the view of those making use of the facilities of the Company and its members.

(H) To purchase, take on lease or in exchange, hire or otherwise acquire and hold for any estate or interest, sell, mortgage, lease or otherwise dispose of or turn to account any real or personal property and any rights or privileges which the Company may think necessary or convenient for the promotion of its objects and to construct, maintain and alter any buildings or erections necessary or convenient for the work of the Company.

(I) To borrow or raise monies for the purposes of the Company on such terms and on such security as the Officers shall think fit, and whether by the creation and issue of debentures or debenture stock or otherwise.

(J) To receive money on deposit or loan upon such terms as the Company may approve, and to undertake and execute any trusts which may lawfully be undertaken by the Company and may be conducive to its objects.

(K) To invest and deal with the moneys of the Company not immediately required for its purposes in or upon such investments or securities and in such manner as may from time to time be determined, subject nevertheless to such conditions (if any) and such consent (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided.

(L) To sell, mortgage, improve, manage, turn to account, exchange, let or grant licences, easements and other rights in or over, and in any other manner deal with or dispose of all or any of the property and assets for the time being of the Company as may be expedient for the promotion of its objects.

(M) To make all reasonable and necessary provision for the payment of pensions and superannuations to or on behalf of employees, their widows and other dependants.

(N) To pay out of the funds of the Company the costs, charges and expenses of and

incidental to the formation and registration of the Company.

(O) To lay down and maintain good professional standards of conduct and discipline amongst the membership of the British Promotional Merchandise Association and to exercise any appropriate sanction against members whose standard of behaviour is found to fall below that which is considered appropriate and to issue any codes of conduct and/or disciplinary codes in support of this function.

(P) To lay down requirements for and to regulate admission to membership of the British Promotional Merchandise Association by setting professional and/or academic standards, sponsoring or otherwise supporting any academic institutions or courses run by any such institution, awarding prizes to individuals participating in such courses and providing training, and conferring recognition on worthy individuals and bodies, always provided that any such course is generally consistent with the Company’s objectives.

(Q) To do all such things as are necessary for the attainment of the objects of the

Company or any of them.

4. The income and property of the Company, whencesoever derived, shall be applied solely towards the promotion of the objects of the Company as set forth in this Memorandum of Association, and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit to the members of the Company, and no member of its Council of Management or Governing Body shall be appointed to any office of the Company paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from the Company.

Provided that nothing herein shall prevent the payment, in good faith, by the

Company:-

(a) Of reasonable and proper remuneration to any member, officer, or servant of the Company for any services rendered to the Company.

(b) Of interest on money lent by any member of the Company or of its Council of Management or Governing Body at a rate not exceeding two per cent less than the base lending rate for the time being prescribed by the National Westminster Bank plc or three per cent, whichever is the greater.

(c) Of reasonable and proper rent for premises demised or let by any member of the Company or of its Council of Management or Governing Body.

(d) Of fees, remuneration or other benefit in money or money’s worth to a company of which a member of the Council of Management or Governing Body may be a member holding no more than 1/100^th part of the capital of that Company.

(e) To any member of its Council of Management or Governing Body of out-of-pocket expenses.

5. The liability of the members is limited.

6. Every member of the Company undertakes to contribute to the assets of the Company, in the event of the same being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Company contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding £1.

7. The initial membership of the Company shall be the same as the membership of the Association immediately prior to the activities of the Association being transferred to the Company.

The Companies Act 1985

COMPANY LIMITED BY GUARANTEE

AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

Of BRITISH PROMOTIONAL MERCHANDISE ASSOCIATION LIMITED

GENERAL

1. In these Articles the words standing in the first column of the Table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof if not inconsistent with the subject or context:-

WORDS MEANINGS

The Act The Companies Act 1985

The Seal The common seal of the Company

The United Kingdom Great Britain and Northern Ireland

Month Calendar month

In writing Written, printed or lithographed or partly one and partly

another, and other modes of representing or reproducing

words in a visible form.

And words importing the singular number only shall include the plural number and vice versa. Words importing the masculine gender only shall include the feminine gender and words importing persons shall include corporations.

Subject as aforesaid any words or expressions defined in the Act of any statutory modification thereof in force at the date on which these Articles become binding on the Company shall if not inconsistent with the subject or context bear the same meanings in these Articles.

MEMBERS

2. There shall be no limit on the number of Members of the Company.

3. The provisions of Section 352 of the Act shall be observed by the Company and every member of the Company shall either sign a written consent to become a member or sign the Register of Members on becoming a member.

4. The subscribers to the Memorandum of Association and such other persons as the Directors shall admit in accordance with the provisions hereinafter contained shall be members of the Company.

5. Every person desirous of becoming a member of the Company must sign and deliver to the Company an application for membership in the form following namely:-

“To “

“I/We “

“of “

“desire to become a member of the Company and request you “

“to enter my/our name in the Register of Members accordingly “

“subject to the Memorandum and Articles of Association. “

6. When the Directors shall have resolved to admit any applicant to membership the Secretary of the Company shall forthwith send such applicant at the address given on his application for membership notice in writing of his admission to membership.

(a) Members of the Company shall be companies, partnerships or sole traders who are involved in the promotional merchandise aspects of the sales promotion industry.

(b) Every application for admission to membership to the British Promotional Merchandise Association shall be sent to the Board with such particulars as the Board may from time to time prescribe and an applicant for such admission shall be deemed to be admitted to membership of the British Promotional Merchandise Association only if and when the Board shall so determine.

(c) Every application for admission to membership shall first be considered by the Secretariat Management. The Secretariat Management shall, after taking due account of the views of any person or body to which he may in his discretion have referred any application, make a recommendation to the Board to which the Board shall give due regard in its determination.

(d) The Board shall not be bound to give any reason for accepting or refusing the application of any applicant for membership of the Association.

(e) Every Member shall adhere to the Code of Conduct and be bound by any disciplinary code.

(f) The Board shall determine the level of entrance fees and annual subscriptions.

7. The privileges of a member shall not be transferable and every member shall cease to be a member on the happening of any of the events following, namely:-

(a) If being an individual he shall die or become of unsound mind or otherwise incapable of acting, or if being a company or other statutory body a resolution be passed or order made for its winding up or dissolution.

(b) A corporate member shall not be eligible to hold office as a Director in its own name but may nominate an individual as a Director, who may be an employee of that corporate member, but that individual if elected as a Director shall continue to hold office notwithstanding that his employment by or any other relationship with the corporate member which proposed him shall have come to an end (always provided that the Director concerned satisfies any requirements generally applicable to holders of the office of Director).

(c) If he serve upon the Company six months’ notice in writing of his intention to resign his membership in which event he shall cease to be a member at the expiration of six months from the date of service of such notice upon the Company.

(d) If any annual, quarterly or other subscription payable by him as a member remains unpaid at the expiration of the period of three months from the date upon which it became payable and the Directors resolve that by reason of such non-payment he shall cease to be a member.

(e) If his membership be terminated in accordance with the next following sub-clause of this Article.

(f) If (during any period in which no subscription is payable by members) any

member shall in a consecutive period of at least two calendar years not have attended in person any General Meeting of the Company and not have caused to be deposited pursuant to Article 29 a proxy for any such meeting or if during such consecutive period the registered address of a member shall be out of date (of which fact it shall be sufficient evidence that a letter sent to such address in the first of such two years has been returned through the post and that no subsequent information showing the address not to have been out of date has been received by the Company) the Directors may at any time within the third calendar year cause to be posted to such member at his registered address a notice stating that if he shall not within one month after the date on which such notice was posted inform the Company in writing that he wishes to remain a member thereof his name will be struck off the list of members and if at the expiry of such notice he shall not so have informed the Company the Directors may (whether or not the notice sent to him has been returned through the post) at any time before the end of such calendar year declare that he has ceased to be a member and on such declaration he shall so cease and the Register of Members shall be altered accordingly.

(g) If he shall have a bankruptcy order against him, or in the case of a limited company, shall go into liquidation, whether voluntary or compulsory (excepting always a liquidation for the purpose of amalgamation or reconstruction); or shall either individually, or as a partner in a firm, make or agree to make any assignment for the benefits of his creditors, or shall make or propose to make any composition with his creditors, or shall enter into any assignment by way of trust for his creditors; or execute any similar deed or agreement, or shall take or attempt to take the benefit of any statutory provision for arrangement with his creditors; or become incapable by reason of mental disorder; or

(h) If the Member is not able to demonstrate an acceptable level of financial stability to meet its commitments and conduct its business to the satisfaction of clients.

(i) The Board may suspend and/or expel member companies not adhering to a Code of Conduct and found to be bringing the industry into disrepute.

8. All subscriptions shall be effective from the date of admission to membership and thereafter subscriptions shall be payable on such day(s) in each year as the Board may prescribe. Such subscriptions rate will be fixed by the Board from time to time.

GENERAL MEETINGS

9. The Company shall in each year hold a general meeting as its Annual General Meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of the next. Provided that so long as the Company holds its first Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation nor in the following year. The Annual General Meeting shall be held at such time and place as the Directors shall appoint.

10. All general meetings other than Annual General Meetings shall be called Extraordinary General Meetings.

11. The Directors may, whenever they think fit, convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on such requisition or, in default, may be convened by such requisitionists as provided by Section 368 of the Act. If at any time there are not within the United Kingdom sufficient Directors capable of acting to form a quorum, any Director or any two members of the Company may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.

NOTICE OF GENERAL MEETINGS

12. An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by twenty-one days’ notice in writing at the least, and a meeting of the Company other than an Annual General Meeting or a meeting for the passing of a special resolution shall be called by fourteen days’ notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business and shall be given, in manner hereinafter mentioned, or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are under the Articles of the Company, entitled to receive such notices from the Company: Provided that a meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in this Article, be deemed to have been duly called if it is so agreed –

(a) In the case of a meeting called as the Annual General Meeting, by all the members entitled to attend and vote thereat; and

(b) In the case of any other meeting, by a majority in number of the members having a right to attend and vote thereat, being a majority together representing not less than ninety-five per cent of the total voting rights at that meeting of all the members.

(c) Each member shall be entitled to a vote which may be cast at the meeting or by proxy by the member if a sole trader or in the case of a partnership or corporate member, by the nominee of that entity duly notified to the Company Secretary in accordance with these Articles.

(d) A resolution shall be carried if it is voted for by a majority of those present and those proxy votes received from those members unable to attend the meeting in sufficient time.

13. The accidental omission to give notice of a meeting to or the non-receipt of such notice by any person entitled to receive notice thereof shall not invalidate the proceedings at that meeting nor any resolution passed thereat.

PROCEEDINGS AT GENERAL MEETINGS

14. All business shall be deemed special that is transacted at an Extraordinary General Meeting and also all that is transacted at an Annual General Meeting, with the exception of the consideration of the accounts, balance sheets, and the reports of the Directors and Auditors, the election of Directors in the place of those retiring and the appointment of, and the fixing of the remuneration of, the Auditors.

15. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided, six members present in person or by proxy shall be a quorum.

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

17. The Chairman, if any, of the Board of Directors shall preside as Chairman at every general meeting of the Company, or if there is no such Chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Directors present shall elect one of their number to be Chairman of the meeting.

18. If at any meeting no Director is willing to act as Chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting the members present shall choose one of their number to be the Chairman at the meeting.

19. The Chairman 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 any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid the members shall not be entitled to any notice of an adjournment or of the business to be transacted at an adjourned meeting.

20. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is before or upon the declaration of the result of the show of hands demanded by (a) the Chairman, or (b) by at least three members present in person or by proxy, or (c) by any member or members present in person or by proxy and representing not less than one tenth of the total voting rights of all the members having the right to vote at the meeting. Unless a poll be so demanded, a declaration by the Chairman of the meeting that a resolution has on show of hands been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority and an entry to that effect in the minute book of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution. The demand for a poll may be withdrawn.

21. Subject to the provisions of Article 21, if a poll be demanded in manner aforesaid it shall be taken at such time and place and in such manner as the Chairman of the meeting shall direct and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

22. A poll demanded on the election of a Chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

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

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

25. Subject to the provisions of the Act, a resolution in writing signed by all the members for the time being entitled to receive notice and to attend and vote at general meetings (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.

VOTES OF MEMBERS

26. Subject as hereinafter provided every member shall have one vote. Such vote shall be cast by the nominee duly notified in accordance with these Articles in the case of partnerships and corporate members.

27. No member other than a member duly registered who shall have paid every subscription and other sum (if any) which shall be due and payable to the Company in respect of his membership shall be entitled to vote on any question either personally or by proxy or as proxy for another member at any general meeting.

28. Votes may be given on a poll either personally or by proxy. On a show of hands a member present only by proxy shall have no vote. A proxy need not be a member. Any member who does not vote at the meeting or by proxy shall be taken to abstain.

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

30. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy thereof shall be deposited at the registered office not less than forty eight hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or in the case of a poll, not less than twenty four hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid.

31. Any instrument appointing a proxy shall be in the following form or as near thereto as circumstances will admit:-

“I/We [name] of [address ] being a member of the Company, hereby appoint [name] of [address] and failing him [name] of [address] to be my proxy to vote in my name and on my behalf upon any matter proposed at the Annual or Extraordinary General Meeting of the Company to be held on [date], or at any adjournment of that meeting, in such manner as my proxy shall think proper, and if expedient to demand a poll.

As Witness my hand this day of 2003”

This form is to be used in favour/against the resolution. Unless otherwise instructed the proxy will vote as he thinks fit.

The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

(a) A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of the death, insanity or revocation as aforesaid shall have been received at the registered office before the commencement of the meeting or adjourned meeting at which the proxy is used.

(b) A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis or other person in the nature of committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may, on a poll, vote by proxy.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

32. Any corporation which is a member of the Company may by resolution of its Board or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company.

DIRECTORS AND MEETINGS

33. A corporate member shall not be eligible to hold office as a Director in its own name but may nominate a Director in accordance with the provision contained in Article 7(b). Such an individual once appointed as a Director and provided he satisfies the qualifications to be a Director in accordance with these Articles and the general law shall not automatically be removed from his office as a Director and their voting rights shall be unaffected.

34. The President, Chairman and Vice-Chairman of the British Promotional Merchandise Association Limited shall automatically be appointed to hold office as Directors of the Company upon the activities of the Association being transferred to the Company. Thereafter those three positions shall be filled from the Board of Directors which shall be the same as the Committee of the Association immediately prior to the transfer.

35. The Directors, elected by the members or their representatives will control, manage and direct the Company. All Directors have a single vote. Employees of the Company will be responsible to and report to the Board through the Chairman.

36. The Company will hold an AGM each year to take place between 1st September and 31st October.

37. A Chairman and Vice-Chairman shall be elected by the Board to serve for a two-year coinciding term. To qualify for election to these positions, members must have served on the Committee of the Association in the case of those initially appointed and thereafter on the Board for a minimum period of 12 months immediately prior to this election. Appointments shall be confirmed at the Board Meeting immediately preceding the AGM of the Company and will be effective following endorsement of the appointments by those member companies in attendance at the AGM.

38. The outgoing Chairman will remain a Director and be known as President until the incoming Chairman has completed his two-year term in the chair, unless he resigns or is removed from office before the expiry of that two-year period.

39. The total number of Board Directors (excluding Chairman, Vice-Chairman and President) shall not exceed one for every seventy member companies, with thirty-six to sixty-nine member companies counting as the first seventy, up to a maximum of 12 Board Directors. Total membership for this purpose will be taken as that established at the Board meeting immediately preceding the AGM.

40. Nominations for Board Directors shall be proposed by one member company and seconded by another member company. Should the number of nominations exceed the places available (as defined in the preceding paragraph) then a vote will be obtained and the vacancies available will be allocated to nominees in descending order of majority. If, due to re-election of sitting members, no vacancy is available the membership will be informed on the nomination papers dispatched prior to the AGM. The Company Secretary will declare a reasonable closing date for nominations.

41. Those member company representatives present at the AGM shall elect Board Directors. Each elected committee member shall serve for a term of one year and be eligible for election to a further term.

42. The Board shall meet as frequently as deemed necessary but not less than eight times annually. Board Directors who fail to attend at least five meetings in the 12-month period preceding the relevant AGM will forfeit their eligibility for re-election. An ‘attendance’ can only be counted if the member arrives punctually and remains until the agenda has been completed and the meeting closed, or sends a proxy or is given prior written permission from the Company Secretary.

43. A quorum for a Board Meeting shall comprise of Chairman, Vice-Chairman or President together with four Board Directors for majority vote (five in total).

44. The Board or any Committee authorised by the Board shall be empowered to establish any sub-committee or to co-opt any person(s) considered qualified to undertake such special projects or activities felt to be in the best interests of the Association and its members. Such parties shall not necessarily be existing committee members or member company representatives. When professional opinion is sought, outside the scope of the Association, it shall be placed in the responsibility of an Officer of the Association or a person or persons approved by the Board or any Committee of the Board.

45. All meetings of the Board or any Committee of the Board shall be presided over by one of the Directors.

46. At Association or Board Meetings, the presiding Director shall have a casting vote or an additional vote in the case of parity.The Board shall be empowered to establish any sub-committee or to co-opt any person(s) considered qualified to undertake such special projects or activities felt to be in the best interest of the Association and its Members. Such parties shall not necessarily be existing Board Directors or member company representatives. When professional opinion is sought, outside the scope of the Association, it shall become the responsibility of an Officer of the Association or a person or persons approved by the Board.

47. The business of the Company shall be managed by the Board of Directors who may pay all such expenses of and preliminary and incidental to the promotion, formation, registration and establishment of the Company as they think fit, and may exercise all such powers of the Company and do on behalf of the Company all such acts as may be exercised and done by the Company and as are not by statute or by these Articles required to be exercised or done by the Company in general meeting subject nevertheless to any regulations of these Articles, to the provisions of the statutes for the time being in force and affecting the Company and to such regulations being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in general meeting but no regulation made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.

48. The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking and property, or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the Company.

49. Without prejudice to the generality of the last preceding Article the Directors may from time to time (but subject to any contrary direction by the Company in general meeting):

(a) President (Past Chairman), a Chairman, a Vice-Chairman, a Treasurer and a Secretary of the Company (which appointment can be vested in one person), may delegate to such persons such powers and authority and such duties and responsibilities as they shall think fit.

(b) Make regulations as to the terms on which subscribers to the funds of the Company or other persons may become and be known as Vice Presidents or Associate Members or be known by some other honorific title provided that no such person shall by reason thereof alone become a Director of the Company.

50. Unless and until otherwise determined by the Company in general meeting, the number of the Directors shall be not less than three nor more than thirteen. The first Directors shall be the persons named in the statement delivered to the Registrar of Companies in accordance with Section 10 of the Act. No person may be appointed or continue to hold his position as a Director of the Company unless he is a member, or he becomes a member within one month of his appointment.

51. The Board shall have power at any time, and from time to time, to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors shall not at any time exceed the number fixed in accordance with these Articles; any Director so appointed shall hold office only until and shall retire at the next following Annual General Meeting, but shall be eligible for election by the members as a Director of the Company. Any Director so retiring shall not be taken into account in determining the Directors who are to retire by rotation at such meetings. The Directors for the time being of the Company may act nothwithstanding any vacancy in their body provided that if at any time the Directors be reduced in number to less than the minimum number prescribed herein, they may act for the purpose of admitting persons to membership of the Company, filling up vacancies in their body and summoning a general meeting but not otherwise.

52. The Company at the meeting at which a Director retires in manner aforesaid may fill the vacated office by electing a person thereto, and in default the retiring Director shall, if offering himself for re-election, be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office or unless a resolution for the re-election of such Director shall have been put to the meeting and lost.

53. No person other than a Director retiring at the meeting shall, unless recommended by the Board of Directors, be eligible as a Director at any general meeting unless, not less than three nor more than twenty-one days before the date appointed for the meeting, there shall have been left at the registered office of the Company notice in writing signed by a member duly qualified to attend and vote at the meeting for which such notice is given, of his intention to propose such person for election, and also notice in writing signed by that person of his willingness to act.

54. The Company may from time to time by ordinary resolution increase or reduce the number of the Directors and may by ordinary resolution of which special notice has been given in accordance with section 379 of the Act, remove any Director before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director.

55. The Company may by ordinary resolution appoint another person in place of any Director removed from office under the immediately preceding Article and, without prejudice to the powers of the Board of Directors, may appoint any person to be a Director either to fill a casual vacancy or as an additional Director.

DISQUALIFICATION OF DIRECTORS

56. A Director shall vacate his position under Article 33 or if that Director:-

(a) Without the consent of the Company in general meeting holds any office of profit under the Company; or

(b) Becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(d) Becomes of unsound mind; or

(e) Resigns his office by notice in writing to the Company; or

(f) Fails to become a member of the Company within one month of his appointment or ceases thereafter to be a member.

(g) Is directly or indirectly interested in any contract with the Company and fails to declare the nature of his interest in the manner required by section 317 of the Act.

Any person may be appointed or elected as a Director, whatever may be his age, and no Director shall be required to vacate his office by reason of his attaining or having attained the age of seventy years or any other age.

PROCEEDINGS OF THE DIRECTORS

57. The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the Chairman shall have a second or casting vote. A Director may, and the Secretary on the requisition of a Director shall, at any time, summon a meeting of the Board. It shall not be necessary to give notice of a meeting of the Board to any Director for the time being absent from the United Kingdom.

58. The quorum necessary for the transaction of the business of the Board may be fixed by the Directors, and unless and until so fixed shall be three.

59. The Directors shall cause minutes to be made in books provided for the purpose:-

(a) Of all appointments of Directors made by the Board;

(b) Of the names of the Directors present at each meeting of the Board and of any Committee of the Directors.

(c) Of all resolutions of and proceedings at all meetings of the Company, and of the Directors and of Committees of the Directors and every Director present at any meeting of the Directors, or Committee of the Directors shall sign his name in a book to be kept for that purpose.

60. The Directors may elect a Chairman of its meetings and determine the period for which he is to hold office; but if no such Chairman is elected, or if at any meeting the Chairman is not present within five minutes after the time appointed for holding the same, the Directors may choose one of their number to be Chairman of the Meeting.

61. The Board may delegate any of its powers to Committees consisting of such member or members of their body as they think fit. Any Committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed upon it by the Directors and shall, in respect of each of its meetings, deposit with the Secretary for the time being of the Company, within seventy-two hours of the conclusion of such meeting or such shorter period as shall be reasonably practicable, a copy of the minutes of that meeting and a copy of any agenda or other document laid before the meeting.

62. A Committee may elect a Chairman of its meetings; if no such Chairman is elected, or if at any meeting a Chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be Chairman of the meeting.

63. A Committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the Chairman shall have a second or casting vote.

64. A Director may from time to time by notice in writing to the Company appoint any person approved by all members of the Board to act as an alternate Director at any meeting of the Directors from which he is himself absent, and may in like manner remove any person so appointed from office. An alternate Director so appointed may also be removed from his office by not less than twenty-four hours’ notice in writing to the Company given by a majority of the members of the Board. An alternate Director appointed under this Article shall not be required to be a member of the Company or be entitled to any remuneration from the Company, but shall be entitled, while holding office, as such, to receive notice of and be counted in the quorum at meetings of the Directors and to attend, speak and vote thereat in place of and in the absence of the Director appointing him.

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

66. A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Directors shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held.

INDEMNITY

67. Subject to the provisions of Section 310 of the Act, and in addition to such indemnity as is contained in regulation 118 of Table A, every Director, Secretary or other Officer of the Company shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities incurred by him in or about the execution and discharge of the duties of his office.

SECRETARY

68. The Company Secretary shall be responsible for collecting all monies due to the Association and shall pay the same into the Association’s current bank account, bank deposit account or building society deposit account. All cheques drawn on the Company are to be signed by the Company Secretary and either the Chairman, Vice-Chairman or President.

69. Subject to Section 10 of the Act, the Secretary shall be appointed by the Directors for such term and upon such conditions as they may think fit and any Secretary so appointed may be removed by them. The Directors may in like manner appoint an Assistant or Deputy Secretary and any person so appointed may act in place of the Secretary if there be no Secretary or no Secretary capable of acting.

70. A provision of the Act or these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in the place of, the Secretary.

71. The Secretary shall be responsible for filing all statutory returns and forms required by law and for maintaining all registers required by law and for taking all Minutes of meetings of the Company or its Board or any Committee or Sub-Committee of the Board, save that the Secretary need not discharge the duty of minute taking personally.

CHEQUES

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

ACCOUNTS

73. The Directors shall cause accounting records to be kept in accordance with Section 221 of the Act.

74. The accounting records shall be kept at the registered office of the Company or, subject to Section 222 of the Act, at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors of the Company.

75. The Directors shall from time to time determine whether and to what extent, and at what time and places, and under what conditions or regulations, the accounts and books of the Company or any of them shall be open to the inspection of the members not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by statute or authorised by the Directors or by the Company in general meeting.

76. The Directors shall from time to time, in accordance with Sections 227, 229, 235 and 241 of the Act, cause to be prepared and to be laid before the Company in general meeting such income and expenditure accounts, balance sheets, group accounts (if any) and reports as are referred to in those Sections.

77. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Company in general meeting, together with a copy of the reports of the Auditors and of the Directors, shall not less than twenty-one days before the date of the meeting be sent to every member of, and every holder of debentures of, the Company: Provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any debentures.

78. Auditors shall be appointed and their duties regulated in accordance with Sections 384 to 392 of the Act inclusive.

NOTICES

79. A notice may be given by the Company to any member, either personally or by sending it by post to him or to his registered address, or (if he has no registered address within the United Kingdom) to the address, if any, within the United Kingdom supplied by him to the Company for the giving of notice to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of twenty-four hours after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post. A notice may be delivered by electronic-mail and will be considered delivered if sent by 4pm on that day otherwise service will be deemed effective at 9am on the next business day.

80. Notices of every general meeting shall be given in any manner hereinbefore authorised to

(a) Every member except those members who (having no registered address within the United Kingdom) have not supplied to the Company an address within the United Kingdom for the giving of notices to them;

(b) Every person being a legal personal representative or a trustee in bankruptcy of a member where the member, but for his death or bankruptcy, would be entitled to receive notice of the meeting;

No other person shall be entitled to receive notices of general meetings.

FELLOWSHIPS

81 (a) The Board of the Company may from time to time elect any individual who in

their opinion has made an outstanding contribution to the sales promotion industry to be Fellow of the Association, for which a unanimous decision of the Board shall be required.

(b) Although the individual elected to Fellowship will often be existing members of the Company they need not be so in order to be elected.

(c) Subject to Clause (f) below election to Fellowship does not confer any rights or impose any duties in connection with the Company upon any individual so elected to Fellowship of the Association.

(d) An individual elected to Fellowship should not represent himself as being an official representative of the Association or of the Company by reason of his Fellowship, unless he has the prior written consent of the Board so to do, and he should take all reasonable steps to ensure that he is not so represented by third parties.

(e) An individual elected to Fellowship of the Association may refer to the fact of his Fellowship in his curriculum vitae or in any similar context.

(f) A person elected to Fellowship of the Association shall retain his Fellowship for life unless the Board of the Company consider that he has by his words or conduct brought the industry, the Association, or the Company into disrepute, in which case they may upon a unanimous resolution revoke it, always provided that he shall have been given at least 28 days’ written notice of a time and place at which he can attend to make representations before the Board vote on any such proposal. A proposal can be put by any member of the Board, but written notice of the proposal together with the alleged words and/or conduct shall also be served on the Fellow concerned together with the notification of the time and place at which the Board will consider revoking the Fellowship.

DISSOLUTION

82. Clauses 4 and 6 of the Memorandum of Association of the Company relating to the winding up and dissolution of the Company shall have effect as if the provisions thereof were repeated in these Articles.