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Document A

Company number: 00864097

Charity number: 246329

Scottish Charity number: SC039307

COMPANY LIMITED BY GUARANTEE AND NOT

HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

OF

CARERS UK

[(Adopted by a Special Resolution passed at an Annual General Meeting held on 14 October 2021)]

Incorporated the 15th day of November 1965

Russell-Cooke LLP 2 Putney Hill

Putney London

SW15 6AB Tel: 020 8789 9111

www.russell-cooke.co.uk

File Ref: CG/SXR/164377

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COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

OF

CARERS UK

1. Name of Charity and Meaning of Words 1.1 The name of the Company (hereinafter called “the Charity”) is Carers UK. 1.2 In these Articles the words in the first column of the table below will have the meanings shown opposite them in the second column, as long as the meaning is consistent with the subject or context:

Word Meanings The Act The Companies Acts 1985, 1989 and 2006

(to the extent in force) including any statutory modification or re-enactment thereof from time to time.

Address

In relation to electronic communications includes any member or address used for the purpose of such communication.

Articles These Articles of Association. The Board

The Board of Trustees for the time being of the Charity being also the board of directors for the purpose of the Act.

Bye Laws Any bye laws, rules, standing orders or regulations made in accordance with these Articles.

Chair The Chair of the Board of Trustees or any person discharging the functions of the Chair.

The Charity The company regulated by these Articles. Charities Act The Charities Acts 1992, 2006 and 2011 (to

the extent in force) including any statutory modification or re-enactment thereof from time to time.

Charity Commission The Charity Commission of England and Wales.

Clear Days In relation to a period of notice, the period excluding the day on which notice is given or deemed to be given and the date of the event to which the notice relates.

Electronic communication has the meaning ascribed to it in the Electronic Communications Act 2000.

Member ‘Carer’ member - every full member (being a member for the purposes of the Act) having the rights and duties prescribed by the Memorandum, the Articles and the Act

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‘Supporter’ member - every member (being a member for the purposes of the Act) having the rights and duties prescribed by the Memorandum, the Articles and the Act Members - every member who is either a ‘Carer’ member or a ‘Supporter’ member Inaugural member - every member so defined under Article 10 (being also a ‘Carer’ member).

Month Calendar Month.

Nation Committee(s)

Standing committees of the Board of Trustees established in accordance with Article 48 which at the date of adoption of these Articles are:- Committee of Northern Ireland; Committee of Scotland; Committee of Wales.

Objects The Objects of the Charity as defined in Article 4.

Office The registered office of the Charity.

OSCR The Office of Scottish Charity Regulator.

Signed Shall include faxes of signatures and other permitted forms of authentication that are permitted by law.

Taxable Trading Carrying on a trade or business for the principal purpose of raising funds and not for the purpose of actually carrying out the Objects, the profits of which are subject to corporation tax.

Trustees The directors of the Charity.

United Kingdom Great Britain and Northern Ireland.

In Writing

Written, printed or litho-graphed or partly one and partly another, and other modes of representing or reproducing words in a visible form including by email or fax (to the extent legally permissible).

1.3 Words importing the singular number only shall include the plural number,

and vice versa.

1.4 Words importing one gender shall include all genders, and the singular

includes the plural and vice versa.

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1.5 Words importing persons shall include corporations and unincorporated

associations.

1.6 Subject as aforesaid, any words or expressions defined in the Act or any

statutory modification thereof in force at the date on which these Articles

become binding on the Charity shall, if not inconsistent with the subject or

context, bear the same meanings in these Articles.

2. Nothing in the Articles shall authorise an application of the property of the Charity for purposes which 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.

3. The registered office of the Charity will be situated in England.

4. The objects for which the Charity is established are for the public benefit and are:

4.1 To alleviate the conditions of life amongst people who are caring or who have cared for older, ill, disabled, or otherwise infirm persons (hereinafter called “carers”) and who are in, or risk finding themselves in, necessitous circumstances, and of dependants of carers being dependants who are themselves in necessitous circumstances, and for that purpose to promote the material welfare of such carers.

4.2 To relieve and alleviate, and to advance, promote, encourage and assist in the relief or alleviation of all kinds of mental and physical infirmity, sickness, disablement or illness including mental illness attributable to caring, amongst carers and those persons for whom they are caring.

4.3 To advance education concerning caring amongst carers and the public.

4.4 To promote such other exclusively charitable purposes as the Trustees in their absolute discretion from time to time determine for the benefit of carers and their families and dependants to the extent permitted by each of the laws of England and Wales, Scotland and Northern Ireland as applicable.

5. The Charity has the power to do anything within the law which helps promote its Objects. In particular, the Charity has the power:

(1) To provide advice on and promote the provision of suitable housing for carers and the person they care for.

(2) To provide advice on and to promote the provision of social and health care for carers and the person they care for.

(3) To advise on assist in and promote the provision of respite care.

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(4) To provide or assist in the provision of advice centres and telephone advice services for carers.

(5) To make grants or loans of money to or directly or indirectly for the benefit of carers and their dependants and generally to give assistance to them and their dependants and to charitable bodies, associations and institutions in any way connected with the Charity or calculated to further its Objects.

(6) To promote, encourage and finance research into the problems faced by carers and provide and assist in the provision of scholarships, fellowships, lectures, seminars and study groups.

(7) To conduct and hold, and to sponsor, encourage and assist in the conducting and holding of, surveys, investigation and inquiries on local, national or international scale of and into the position, status and problems of carers and the people they care for.

(8) To effect and to sponsor, encourage and assist in the collection and printing, publication and dissemination of data, information and knowledge relating to the position, status and problems of carers and the people they care for.

(9) To hold, associate with, sponsor and promote periodical and other congresses, conferences and public meetings for the ventilation and discussion of, or otherwise relating to, the position, status and problems of carers and the people they care for.

(10) To provide and assist and encourage in the provision of facilities for the education and training of carers in professional, business and other subjects to support them in their caring role.

(11) To promote any policies calculated to improve the condition of carers or the people they care for.

(12) To establish, maintain and support individuals and groups of volunteers to help deliver the Objects.

(13) To apply for, collect, organise the collection of, and receive, from private individuals, corporations and from any other source or sources, donations, grants, subscriptions and other financial assistance, and generally to raise funds for the purpose of the Charity.

(14) To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges, and to construct, maintain and alter any buildings or erections necessary or convenient for the work of the Charity.

(15) To sell, lease or otherwise dispose of all or any part of the property belonging to the Charity but in exercise of this power the Charity must comply as appropriate with sections 117 to 123 of the Charities Act 2011.

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(16) To undertake and execute any charitable trusts which may lawfully be undertaken by the Charity.

(17) To borrow money and to charge the whole or any part of the property belonging to the Charity as security for the repayment of money borrowed, grant given or any other obligation but the Charity must comply as appropriate with sections 124 to 126 of the Charities Act 2011.

(18) To invest the moneys of the Charity not immediately required for its purposes in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided.

(19) To establish and support or aid in the establishment and support of any charitable associations or institutions and to subscribe or guarantee money for charitable purposes.

(20) To employ or engage any person including (subject to Article 19A hereof) any member of the Charity for the purposes aforesaid or any of them at such remuneration and on such terms and conditions as may be thought fit.

(21) To give or make available such advice, facilities and services or other provisions of any kind as will in the opinion of the Charity further the attainment of its Objects or any of them.

(22) To promote and support such legislative, social and administrative reforms as may assist the objects of the Charity or any of them.

(23) To make and whenever desirable rescind, alter or amend Bye Laws for the regulation of any matters concerning or connected with the Charity and the admission of any member or appointment of any Trustee.

(24) To establish, subsidise, promote, amalgamate, co-operate or federate with, affiliate or become affiliated to, act as trustee or agent or manager for, or subscribe, or lend money or assistance to any charitable trust, association, society, company or other body, corporate or unincorporated, whose objects are altogether or in part similar to the objects of the Charity.

(25) To establish, promote and otherwise assist any limited company or companies or other bodies for the purpose of acquiring any property or of furthering in any way the Objects or to undertake trading and to establish the same either as wholly owned subsidiaries of the Charity or jointly with other persons, companies, government departments or local authorities and to finance such limited company or companies or other body by way of loan or share subscription or other means.

(26) To borrow or raise or secure the payment of money in such manner as the Charity may think fit including carrying on trade but not be means of Taxable Trading and to secure the same or the repayment or performance of any debt

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liability contract guarantee or other engagement incurred or to be entered into by the Charity in any way and to purchase redeem or pay off any such securities.

(27) To provide or procure the provision of services, education, training, consultancy, advice, support, counselling, guidance, grants, awards or materials in kind.

(28) To make social investments in pursuance of the Objects by any means.

(29) To promote and advertise the Charity's activities and to seek to influence public opinion and policy and regulation implemented or proposed to be implemented by government, local authorities or other public bodies by undertaking campaigning.

(30) To open and operate bank accounts and other banking facilities including by using internet banking or other electronic authentication methods.

(31) To insure any risks arising from the Charity's activities.

(32) To purchase indemnity insurance out of the funds of the Charity to indemnify any of the Trustees against any personal liability to the extent permitted by law.

(33) To arrange for investments or other property of the Charity to be held in the name of a nominee company (being a corporate body registered or having an established place of business in England and Wales) acting under the control of the Trustees or of a financial expert acting under their instructions, and to pay any reasonable fee required.

(35) To accept any property upon or on any special trusts, or for any institutions or purposes either specified or to be specified by some person other than the Trustees.

(36) To transfer or dispose of, with or without valuable consideration, any part of the property or funds of the Charity not required for the purpose of the Charity in furtherance of the Charity’s Objects.

(37) To delegate upon such terms and at such reasonable remuneration as the Charity may think fit to professional investment managers ("the Managers") the exercise of all or any of its powers of investment (an "investment" is an asset which is capable of producing income and may also increase in capital value);

Provided always that:-

(a) the Managers are properly authorised to carry on investment business;

(b) the delegated powers shall be exercisable only within clear policy guidelines drawn up by the Charity;

(c) the Managers are under a duty to report promptly to the Charity any exercise of the delegated powers and in particular to report every transaction carried out by

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the Managers and report regularly on the performance of investments managed by them for the Charity;

(d) the Charity is entitled at any time to review, alter or terminate the delegation or the terms thereof; and

(e) the Charity reviews the arrangements for delegation at intervals but so that any failure by the Charity to undertake such reviews shall not invalidate the delegation.

6. The liability of the members is limited. Every member of the Charity undertakes to contribute to the assets of the Charity, in the event of the same being wound up while she is a member, or within one year after she ceases to be a member, for payment of the debts and liabilities of the Charity contracted before she 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 fifty pence.

7. A general meeting may decide at any time to dissolve the Charity. If the Charity is wound up or dissolved, and there remains any property after all debts and liabilities have been met, the property must be given or transferred to some other charitable institution or institutions. This other institution(s) must have objects which are the same as or similar to those of the Charity. The institution or institutions will be chosen by the Trustees of the Charity at or before the time when the Charity is wound-up or dissolved.

8. There shall be no upper limit to the number of Members.

9. The Charity must keep a register of members showing their name, postal address and dates of becoming a member and ceasing to be a member. Subject to any restrictions permitted by the Act, the register is available for inspection by the Members of the Charity without charge and any other person on payment of a fee prescribed by the Charity, subject to any maximum fee imposed by law. Subject to the Act, where a person seeks to inspect the register, the Charity must within five working days either comply with the request or apply to the Court for permission not to comply with the request.

MEMBERSHIP

10. (a) Notwithstanding the provisions of any other Article all persons who were full

members, or associate members, who had been full members, of the Charity

at midnight on 13th May 1988 (as to which the Board shall be the ultimate

arbiter) shall automatically be entitled to be registered as members of the

Charity from 14 May 1998.

(b) Notwithstanding the provisions of any other Article all persons who were on

the register of full members of the Charity (though not in fact members of the

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same for the purposes of the Act) at midnight on 13th May 1988 (as to which

the Board shall be the ultimate arbiter) shall automatically be entitled to be re-

registered and shall be deemed to have been registered as members of the

Charity for all the purposes of the Act from 14 May 1998.

(c) Subject to sub-clause (d) of this Article all those persons automatically

registered as members of the Charity under sub-clauses (a) and (b) of this

Article together with those who were members of the Charity already at

midnight on 13th May 1988 (those three groups of persons together

hereinafter called “the inaugural members”) shall as a class and

notwithstanding any other provision of these Articles be entitled to remain

members for so long as they shall respectively so desire provided only that in

each case he or she shall pay such subscription (or other payment) as shall

be due and payable from time to time by members without distinction as

between the inaugural members and other members to the intent that any

other requirement imposed as a pre-condition of becoming or remaining a

member shall not apply to the inaugural members.

(d) The rights of the inaugural members as a class bestowed on them by sub-

clause (c) of this Article may only be varied in accordance with Section 631 of

the Act.

(e) Without prejudice to paragraph (d) of this Article all inaugural members shall be treated as ‘Carer’ members for all purposes.

11. (1) No other person shall be admitted to membership of the Charity unless she:

(a) shall have submitted an application in such form together with such information

as the Board may from time to time and in any case require, and

(b) shall have been previously approved for the purpose by the Board whose discretion shall in every case be absolute, and shall not have to give any reason for their decision and

(c) shall be a person either who is caring for a frail, older, disabled or ill family member, neighbour or friend or who was such a person within the three years prior to admission to membership and having satisfied all the foregoing criteria and having been approved by the Board the applicant shall thereupon become a ‘Carer’ member, but if she shall have satisfied all those criteria save the last of them and have been approved by the Board she shall thereupon become a ‘Supporter’ member provided that nothing shall prevent a ‘Supporter’ member from later applying to be admitted as a ‘Carer’ member if and when she shall satisfy the last of the foregoing criteria.

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(2) Any ‘Carer’ member who has ceased to satisfy the first of the alternative tests prescribed by the last of the foregoing criteria and has so ceased for three years (reckoned from the end of the renewal year in which she became a ‘Carer’ member until the expiry of the third renewal year following) shall automatically thereupon cease to be a ‘Carer’ member and become instead a ‘Supporter’ member.

12. Where any person desires to be admitted to membership of the Charity then unless the Board otherwise resolves, she shall apply to the Charity in such manner as the Board shall require.

13. Subject to the Act and to the Articles, the Board may establish such categories of memberships as they think fit. The Board may at their discretion levy subscriptions on members of the Charity at such rate(s) as they shall decide and may levy subscriptions at different rates on different categories of members.

14. Members shall be entitled to receive all such information with regard to the work of the Charity, and such of the publications of the Charity, as the Board may think it reasonable and practicable to supply.

15. No person shall be entitled or able to become a member of the Charity jointly with

any person or persons.

16. A member stops being a member of the Charity if:

16.1 the member resigns from membership by giving notice in Writing to the Charity; or

16.2 membership is ended under Article 17; or

16.3 the member's subscription (if any) remains unpaid six months after it is due and the Board resolves to end that member's membership; or

16.4 the member fails to respond in Writing within 60 days of being sent a notice in Writing requesting confirmation that they wish to remain a member and the Board resolves to end membership. The notice must contain a warning that membership may be ended; or

16.5 the member dies.

EXPULSION

17. (a) The Board may terminate membership by giving the member notice in Writing. No later than 28 days after receiving that notice the member can appeal in Writing to the Charity against the termination. If an appeal is received within the time limit, the termination must be considered by the Board or a committee appointed by the Board. The member has the right to be heard at the meeting or may make written representations. The meeting shall either confirm the termination or reinstate the member.

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(b) Any person or body who shall cease to be a member of the Charity shall not be relieved thereby from any liability to the Charity in respect of any subscription which shall have become payable by her before the date of her ceasing to be such a member, unless the Board shall otherwise determine, and the Board may at any time, if they think fit, re-admit her as a member.

18. (a) No Special Resolution of Members shall be duly passed unless in addition to reaching the requisite majority of all Members voting thereupon the same majority shall also be reached of the ‘Carer’ members voting thereupon separately.

(b) Notwithstanding any other provision of these Articles there shall at any appointment to the Board always be that number of places available for the election of ‘Carer’ member candidates so that (assuming that there are sufficient ‘Carer’ member candidates to fill those places) immediately after the relevant appointments there shall be a majority of Trustees on the Board who are ‘Carer’ members.

(c) Any co-option to the Board shall be such that the majority of the Board after such co-option shall be ‘Carer’ members.

(d) Subject to the foregoing provision of this Article and to any express provision in these Articles to the contrary, the rights and duties of ‘Carer’ members and ‘Supporter’ members shall be the same.

19. A companion or friend shall not, by virtue of being such companion or friend, be or be deemed to be a member of the Charity for any of the purposes of the Act or these Articles.

USE OF INCOME AND PROPERTY

19A. The income and property of the Charity shall be applied solely towards the promotion of the Objects and no part of it shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to members of the Charity or Trustees, and no Trustee may be appointed to any office of the Charity paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from the Charity except as permitted by law or by the Charity Commission and then only after complying with any requirements of the Act and the Charities Act, provided this shall not prevent a member of the Charity or a Trustee receiving any benefit as a beneficiary.

INDEMNITY OF TRUSTEES

20.

20.1 To the extent permitted by law from time to time, but without prejudice to any indemnity to which a Trustee or other officer may otherwise be entitled the Charity may indemnify every Trustee or other officer out of the assets of the Charity against all costs and liabilities incurred by her which relate to anything done or omitted or alleged to have been done or omitted by her as a Trustee or other officer save that no Trustee may be entitled to be indemnified:

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20.1.1 for any liability incurred by her to the Charity or any associated company of the Charity (as defined by the Act for these purposes);

20.1.2 for any fine imposed in criminal proceedings;

20.1.3 for any sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature howsoever arising;

20.1.4 for any liability which she has incurred in defending any criminal proceedings in which she is convicted and such conviction has become final;

20.1.5 for any liability which she has incurred in defending any civil proceedings brought by the Charity or an associated company in which a final judgment has been given against her; and

20.1.6 for any liability which she has incurred in connection with any application under the Act in which the court refuses to grant her relief and such refusal has become final.

20.2 To the extent permitted by law from time to time, the Charity may provide funds to every Trustee or other officer to meet expenditure incurred or to be incurred by her in any proceedings (whether civil or criminal) brought by any party which relate to anything done or omitted or alleged to have been done or omitted by her as a Trustee or officer, provided that he will be obliged to repay such amounts no later than:

20.2.1 if she is convicted in proceedings, the date when the conviction becomes final; or

20.2.2 if judgment is given against her in proceedings, the date when the judgment becomes final; or

20.2.3 if the court refuses to grant her relief on any application under the Act, the date when refusal becomes final.

CONFLICTS OF INTEREST

21.1 To the extent required by law every Trustee shall fully disclose to the Board the circumstances giving rise to any conflict or potential conflict including any direct or indirect interest in a proposed or existing transaction.

21.2 Where the duty of a Trustee to avoid a situation in which she has or can have a direct or indirect interest or duty that conflicts or possibly may conflict with the interests of the Charity including a wish or duty to exploit any property, information or opportunity (as specified by section 175(1) of the Companies Act 2006) would otherwise be infringed in relation to a particular situation, transaction or arrangement, the duty is not infringed if the procedure set out below is followed:

21.2.1 the matter in relation to which that duty exists has been proposed to the Trustees at a meeting of the Trustees and has been authorised by them; and

21.2.2 any requirement as to the quorum of such meeting is met without counting the Trustee in question, or any other interested Trustee, subject to Articles 21.3 and 21.4; and

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21.2.3 the matter was agreed to without any such Trustee voting, or would have been agreed to if the vote of any such Trustee had not been counted, subject to Articles 21.3 and 21.4.

21.3. In such a conflict of interest situation (including any authorisation of non-disclosure of information), where there are insufficient unconflicted Trustees present at the meeting to constitute a quorum, the unconflicted Trustees present shall be deemed to constitute a quorum for the purposes of authorising the conflict under Article 21.2 and the manner of dealing with the conflict, provided that:

21.3.1 they may only give such authorisation where they are satisfied that the conflicted Trustee or Trustees will not receive any direct or indirect benefit other than one permitted by these Articles; and

21.3.2 the total number of Trustees at the meeting (whether conflicted or unconflicted) is equal to or higher than the quorum of the Board.

21.4 In the event that all of the Trustees present at the Board meeting are conflicted in respect of a particular conflict of interest situation, the conflicted Trustees present at a meeting may authorise the conflict and the manner of dealing with the conflict and shall constitute a quorum for the purposes of such authorisation, provided that they satisfy the requirements set out in Article 21.3.1 and 21.3.2 above.

21.5 The duty to deal with conflicts referred to in Article 21.2 applies in the case of the exploitation of property, information or opportunity even if the Charity is not taking, or could not take, advantage of the opportunity.

21.6 The Trustees shall observe the other duties and rules in the Act, and such other rules as the Board adopts, as to the management of conflicts of duty or interest.

21.7 The Board may by resolution passed in the manner set out in this Article, authorise a Trustee not to disclose to the Board confidential information relating to a conflict of interest provided that it may not authorise the withholding of information relating to a direct or indirect personal benefit for the Trustee.

21.8 Nothing contained in this Article shall authorise a Trustee to receive any benefit not permitted elsewhere in these Articles.

GENERAL MEETINGS

22. The Charity shall hold a General Meeting in every calendar year as its Annual General Meeting at such time and place (a place need not be specified if it is an electronic only meeting) as may be determined by the Board and shall specify the meetings as such in the notices calling it.

23. All General Meetings, other than Annual General Meetings, shall be called General Meetings.

24. The Board may whenever they think fit convene a General Meeting and General Meetings shall also be convened if not less than 5% of the members of the Charity request it in accordance with the Act.

25. An annual general meeting or a general meeting must be called by giving at least 14 Clear Days’ notice in Writing (for the purposes of this Article “in Writing” includes

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notice given by website in accordance with Article 74(1)(e). Such notices must specify the place (a place need not be specified if it is an electronic only meeting), date, time and the general nature of any business and, in the case of a special resolution the exact wording of the resolution must be set out in the notice. The notice must also include a statement informing the Members of their right to appoint a proxy to exercise their rights to attend, speak and vote at the meeting. Notice of the meeting must be given to everyone entitled by these Articles to receive it and must be given in accordance with these Articles. A meeting may be held on shorter notice if it is agreed by not less than 90 per cent. of the Members entitled to attend and vote at it.

26. The proceedings at a meeting shall not be invalidated because a person who was entitled to receive notice of the meeting did not receive it because of an accidental omission by the Charity.

ELECTRONIC MEETINGS

26A.1 The Board may decide to a hold a general meeting, including an annual general meeting, as a physical meeting, an electronic meeting (virtual meeting) or a combination of the two (hybrid meeting).

26A.2 Where electronic access to a general meeting is permitted the access must be via

suitable electronic means agreed by the Board, and Members accessing the meeting electronically must be able to hear the chair of the meeting speak and have the ability to vote on any resolutions at or before the meeting in order to form part of the quorum.

26A.3 Where an electronic only general meeting is to be called the Charity shall not be

required to specify in the notice of the meeting the place of the meeting, but it must provide sufficient information to allow Members to access the meeting.

26A.4 If, after notice of a general meeting is sent out but before the meeting is held, or

after the adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Board decides that it is impracticable or unreasonable to hold (i) the physical meeting at the declared place or (ii) the electronic meeting on the electronic platform specified in the notice, and/or at the specified date and/or time, or the Board decides that it is more appropriate, it may change the place and/or electronic platform and/or postpone the date and/or time at which the meeting is to be held. If such decision is made, the Board may then change the place and/or the electronic platform and/or postpone the date and/or time again if it decides that it is reasonable to do so.

26A.5 All resolutions put to the Members at electronic general meetings and hybrid

general meetings shall be voted on by a poll. Such poll votes may be cast by such electronic or other means as the Board in its sole discretion deems appropriate for the purposes of the meeting.

26A.6 All other provisions set out in these Articles in respect of the calling and holding of

general meetings, including (without limitation) the quorum, proxy voting, chairing of the meeting and procedures to be followed, shall still apply save as amended by this Article 26A.

26A.7 If a Member, due to technological failings, is unable to attend a general meeting

electronically or is only able to attend part of the general meeting, this shall not invalidate the meeting. The chair of the meeting shall however have the discretion

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to adjourn the hybrid or electronic meeting if such technological failings in their opinion substantially affect the holding of the meeting. All business conducted at the general meeting up to the time of adjournment shall be valid. If the meeting is so adjourned the Board shall determine the new date for the meeting.

26A.8 The Board may make any arrangement and impose any requirement or restriction

as is necessary to ensure the identification of those taking part in any electronic or hybrid general meeting and the security of the electronic communication and which is proportionate to those objectives. In this respect the Board is able to authorise any voting application, system or facility for electronic meetings as it sees fit.

26A.9 The Board may take reasonable measures and may make such Bye Laws as it

deems necessary, relating to the holding of electronic and hybrid general meetings from time to time. Such regulations may include, but are not limited to including, provisions relating to etiquette and communication in meetings and voting in meetings.

PROCEEDINGS AT GENERAL MEETINGS

27. 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 seven Members present in person or by proxy shall be a quorum. If an electronic meeting is held or members are given the option to access the meeting electronically, a person shall also be considered present if they have electronically accessed the meeting, are able to hear the chair of the meeting speak and have the ability to vote on any resolution at the meeting.

28. 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 (and/or electronic platform), or at such other place (and/or electronic platform) as the Board 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 Members present shall be a quorum.

29. The Chair (if any) of the Board shall preside as Chair at every General Meeting, but if there be no such Chair, or if at any meeting she shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to preside, the Members present shall choose some Trustee, or if no such Trustee be present, or if all the Trustees present decline to take the Chair, they shall choose some Member of the Charity who shall be present to preside.

30. The Chair may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place (and/or electronic platform) to place (and/or electronic platform), 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

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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.

31. Subject to Article 18 at any General Meeting unless a poll is demanded or if Article 26A.5 applies, the chair of the meeting’s declaration that a resolution put to the vote has been carried by a particular majority or lost on a show of hands and an entry saying so in the minute book is conclusive evidence of the result. The number or proportion of the votes need not be entered into the minute book.

32. Polls will be taken whenever the chair of the meeting says so or if Article 26A.5 applies and she will decide how a poll will be taken. The result of a poll will be treated as a resolution of the meeting. A poll may be demanded by Members representing at least one tenth of the total voting rights of all the members entitled to vote at the meeting. The demand for a poll may be withdrawn.

33. Subject to the provisions of Article 34, if a poll be demanded in manner aforesaid, it shall be taken at such time and place (and/or electronic platform), and in such manner, as the Chair 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.

34. No poll shall be demanded on the election of a chair of a meeting, or on any question of adjournment.

35. In the case of an equality of votes, whether on a show of hands or on a poll, the Chair of the meeting shall be entitled to a second or casting vote. In deciding by show of hands the Chair shall require ‘Carer’ members to show on their own before all Members show.

36. The demand of 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.

VOTES OF MEMBERS

37. Subject to Article 18 and as hereinafter provided, every Member shall have one vote.

38. Save as herein expressly provided, no Member other than a Member duly registered, who shall have paid every annual subscription and other sum (if any) which shall be due and payable to the Charity in respect of her membership, shall be entitled to vote on any question either personally or by proxy, or as a proxy for another Member, at any General Meeting or in accordance with the provisions of Article 26A.5.

39. Votes may be given on a poll either personally or by proxy.

40. A proxy need not be a member of the Charity.

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41. The instrument appointing a proxy shall be in writing under the hand of the appointer or her attorney duly authorised in Writing.

42. 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 Office not less than forty eight hours (excluding any day that is not a working day) 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. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.

43. A vote given in accordance with the terms of the 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 office before the commencement of the meeting of an adjourned meeting at which the proxy is used.

44. (a) The Board may in their absolute discretion from time to time prescribe formalities for voting arrangements for elected Trustees but so as to comply with the requirements of Article 18.

(b) The Board may from time to time prescribe such system of voting for Board places (including a single list and/or proportional system) as they shall in their absolute discretion think fit.

45. (a) Any instrument appointing a proxy shall be in the following form or as near

thereto as circumstances will admit

“I,

of a ‘Carer/Supporter’ (delete) member of Carers

UK hereby appoint

of

and failing her,

of, to vote for me and on my

behalf at the (Annual, or Adjourned, as the case may be) General Meeting of

the Charity to be held on the day of and at

every adjournment thereof.”

As witness my hand this day of 20 .

This instrument appointing a proxy shall be deemed to confer authority to

demand or join in demanding a poll.

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(b) Where it is desired to afford Members an opportunity of instructing the proxy

how he shall act the instrument appointing a proxy shall be in the following

form (or in a form as near thereto as circumstances allow or in any other form

which is usual or which the Board may approve):

“I

of being a ‘Carer/Supporter’ (delete)

member of Carers UK hereby appoint

of as my proxy to vote for me and

on my behalf at the Annual General Meeting or the General Meeting of the

Charity to be held on 20 and at any adjournment thereof”

This form is to be used in respect of the Resolution votes mentioned below as

follows:

Resolution 1 Vote For/Against (delete)

Resolution 2 Vote For/Against (delete)

etc.

Unless otherwise instructed the proxy may vote as he thinks fit or abstain

from voting.

Signed

The day of 20 .

BOARD OF TRUSTEES

46. Until otherwise determined by a General Meeting, the number of the members of the Board shall not be more than 15. The Trustees shall be appointed by the Board whether in a Board meeting or in Writing and must be approved by the Members at the next Annual General Meeting which shall confirm the Trustees’ appointment.

47. (a) The Board can appoint any Member as a Trustee to fill a vacancy in the membership of the Board. They will hold office until the next Annual General Meeting where they must be approved by the Members and if not so approved will need to stand down. For the purposes of this Article the Board shall decide how many vacancies there are, subject to the maximum numbers given in Article 46.

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(b) Subject to Article 18 voting for members of the Board shall be by such arrangements as the Board shall from time to time decide.

The Board will appoint Trustees on the recommendation of the Nominations Committee. The Nominations Committee is tasked with ensuring the Board has the required range of skills and experience, that there is always a majority of Carer Members and that, there is representation from Scotland, Wales and Northern Ireland. They will also ensure there is appropriate diversity of Trustees and that all equality legislation and good practice is adhered to as applicable.

(c) The terms of office of Trustees shall be limited as follows:

(1) At the fourth Annual General Meeting after her last appointment as a Trustee, she shall retire. She shall be eligible for re-appointment by the Board and shall be re-approved by the Members. No Trustee may continue to serve after eight years in office subject to the provisions in Article 47(c)(2). A "year" shall mean a complete period of service between two Annual General Meetings.

(2) All Trustees shall stand down for a minimum of one year after serving two consecutive terms of office.

48. (a) There shall be Nation Committees established by the Board of Trustees in accordance with Article 61 on such terms as the Board think fit. At the date of adoption of these Articles the established Nation Committees are:

• Committee of Northern Ireland

• Committee of Scotland

• Committee of Wales

(b) The composition of Nation Committees shall be determined by the Board of Trustees.

(c) Each Nation Committee shall operate in accordance with terms of reference laid down by the Board.

(d) In accordance with Article 61 there will also be on the date of the adoption of these Articles the following committees of the Board:

Finance and Resources;

Governance and Constitution;

Nominations; and

Remuneration.

(e) Each Committee shall operate in accordance with terms of reference laid down by the Board.

TRANSITIONAL PROVISIONS

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49. Trustees in office on 29 June 2017 will continue in post as follows:

(a) those in their first term of four years will complete this and be eligible for re-appointment for a second term of four years

(b) those in their second term of four years will complete this and then must stand down for a minimum of one year

50. The business of the Charity shall be managed by the Board, which may exercise all such powers of the Charity and do on behalf of the Charity all such acts as may be exercised and done by the Charity and as are not by the Act or by these Articles required to be exercised or done by the Charity in general meeting.

51. The Board may act despite any vacancy on the Board, but if the number of Trustees falls below the minimum, it may act only to admit new members, summon a general meeting of the Charity or to appoint further Trustees.

COMPANY SECRETARY

52. The Board may but, subject to the Act, need not appoint a Company Secretary and may decide her period of office, pay and any conditions of service, and may remove her from office. The Board may from time to time by resolution appoint an assistant or deputy Company Secretary, and any person so appointed may act in place of the Company Secretary if there be no Company Secretary or no Company Secretary capable of acting.

DISQUALIFICATION OF TRUSTEES

53. The office of a Trustee shall be vacated if she:-

(a) becomes bankrupt or makes any arrangement or composition with her creditors generally;

(b) is considered by the Board to have become incapable whether mentally or physically of managing her own affairs and a majority of the other Trustees resolve that she must cease to hold office;

(c) ceases to be a Member of the Charity;

(d) resigns the office by notice in Writing to the Charity but only if at least three Trustees will remain in office when the resignation takes effect;

(e) becomes barred from membership of the Board because of any order made under the Companies Act, the Company Directors Disqualification Act 1986 (or any regulations made under it), the Charities Act 2011 or if she ceases to be a regarded as a "Fit and Proper Person" by HMRC;

(f) breaches her duties under the Act and in particular the duties for the proper management of conflicts of interest and the Board resolves to remove her by a resolution by 75% of the other Trustees present and voting at a meeting and that

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prior to such a meeting the Trustee in question has been given written notice of the intention to propose such a resolution at the meeting;

(g) is removed from office by a resolution of at least 75 per cent. of the other Trustees present and voting at a Board meeting at which at least half of the serving Trustees are present provided that prior to such a meeting the Trustee in question has been given written notice of the intention to propose such a resolution at the meeting;

(h) is absent without permission from three consecutive meetings of the Trustees and it is resolved by a two-thirds majority of the other Trustees to remove her;

(i) is removed from office under Article 54; or

(j) dies.

MEMBERS CALLING A GENERAL MEETING

54. 5% of the Members may require the Board to call a general meeting by following the procedure set out in the Act. They may propose a resolution to remove a Trustee before the end of her period of office at that meeting, in accordance with the procedure set out in the Act.

PROCEEDINGS OF THE BOARD

55. The Board may meet together for the dispatch of business, adjourn and otherwise regulate their meeting as they think fit, and determine the quorum necessary for the transaction of business. Unless otherwise determined, seven Trustees shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chair shall have a second or casting vote.

56. A Trustee may, and on the request of a Trustee the Company Secretary shall, at any time, summon a meeting of the Board by notice served upon the several Trustees. A Trustee who is absent from the United Kingdom shall not be entitled to notice of a meeting.

57. The Board shall from time to time appoint or remove any person for such terms as they think fit (a) a President, and (b) a Vice-President of the Charity. Such posts are honorary only and carry no voting or other rights.

58. The Board shall appoint from time to time a Chair who shall serve for the period from one Annual General Meeting to the next and who shall be entitled to preside at all meetings of the Board at which he shall be present, and may determine for what period she is to hold office, but if no such Chair be appointed, or if at any meeting the Chair be not present within five minutes after the time appointed for holding the meeting and willing to preside, the Trustees present shall choose one of their number to be Chair of the meeting. The Chair shall be entitled to be re-appointed by the Board.

59. The Board may appoint or remove the Treasurer and the Vice Chair or any other officers that it wishes.

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60. A meeting of the Board at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the regulations of the Charity for the time being vested in the Board generally.

61. The Board may delegate any of their powers to committees consisting of such persons whether or not including any Trustees as they think fit, and any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Board. The meetings and proceedings of any such committee shall be governed by the provisions of these Articles for regulating the meetings and proceedings of the Board so far as applicable and so far as the same shall not be superseded by any regulations made by the Board.

62. All acts bona fide done by any meeting of the Board or of any committee of the Board or by any person acting as a Trustee shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such member 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 or had duly continued in office and was qualified to be a Trustee.

63. The Board shall cause proper minutes to be made of all appointments of officers made by the Board and of the proceedings of all meetings of the Charity and of the Board and of committees of the Board and all business transacted at such meetings, and any such minutes of any meeting, if purporting to be signed by the Chair of such meeting, or by the Chair of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.

63.1 All acts and proceedings of the committee or Trustees must be reported to the Board as soon as possible.

63.2 A committee may elect a chair of its meetings if the Board does not nominate one.

63.3 If at any meeting the committee’s chair is not present within 10 minutes after the appointed starting time, the committee members present may choose one of their number to be chairman of the meeting.

63.4 If it is discovered that there was some defect in the procedure at a meeting of a committee anything done before such discovery at any meeting of the committee is as valid as if there were no defect.

64. A resolution in Writing Signed by all the Trustees for the time being or by all the members for the time being of any committee of the Board who are entitled to receive notice of a meeting of the Board or such committee shall be as valid and effectual as if it had been passed at a meeting of the Board or of such committee duly convened and constituted, provided the following conditions are complied with:

64.1 a written resolution must be Signed by all of the Trustees;

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64.2 a written resolution may consist of several instruments in like form each Signed by one or more Trustees; and

64.3 the date of a written resolution shall be the date on which the last Trustee signs.

EMAIL APPROVAL OF RESOLUTIONS

65. A resolution which is approved by email in accordance with this Article 65 shall be as valid and effectual as if it had been passed at a meeting duly convened and held, provided the following conditions are complied with:

65.1 such a resolution must be approved by email by all of the Trustees;

65.2 approval from each Trustee must be received by such person as all the Trustees shall have nominated in advance for that purposes (“the Recipient”), which person may, for the avoidance of doubt, be one of the Trustees;

65.3 following receipt of a response on any resolution from each of the Trustees, the Recipient shall circulate a further email to all of the Trustees confirming whether the resolution has been formally approved by the Trustees in accordance with this Article 65;

65.4 the date of a resolution shall be the date of the email from the Recipient confirming formal approval.

VIRTUAL MEETINGS

66. A meeting may be held by telephone or by televisual or other electronic or virtual means agreed by resolution of the Trustees in which all participants may communicate simultaneously with all other participants.

PATRONS AFFILIATES ETC

67. The Board may appoint and remove any person(s) as a patron(s), affiliates, or as any other honorary title-holder of the Charity and on such terms as the Board shall think fit.

68. A patron affiliate or other honorary title holder may in the discretion of the Board be given the right to attend and speak (but not vote) at any general meeting of the Charity and be given notice thereof as if a Member and may also be given the right to receive accounts of the Charity when available to Members.

ACCOUNTS

69. The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Charity or any of them shall be open to the inspection of Members not being Trustees, and no Members (not being Trustees) shall have any right of inspecting any account or book or document of the Charity except as

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conferred by statute or authorised by the Board or by the Charity in General Meeting.

69.1 The Board must, for each financial year, send a copy of its annual accounts and reports (or summary financial statements where appropriate) to every person who is entitled to receive notice of general meetings.

69.2 Copies need not be sent to a person for whom the Charity does not have a current address (as defined in Companies Act 2006).

69.3 The deadline for sending out the accounts and reports (or summary financial statements) is as follows:

69.3.1 the deadline for filing the Charity's accounts and reports (or summary financial statements) with Companies House, as prescribed by the Companies Act 2006; or

69.3.2 if earlier, the date on which the Charity actually files the accounts and reports (or summary financial statements) with Companies House.

69.4 To the extent required by law, the Board must file the accounts and reports (or summary financial statements) with Companies House within any deadlines specified by law.

69.5 The Board must file with the Charity Commission and OSCR the accounts and reports (or summary financial statements) and all annual returns and other documents that are required to be filed, within any deadlines specified by the Charity Commission or OSCR.

AUDIT

70. Once at least in every year the accounts of the Charity 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 if the level of the Charity’s income or assets makes this a legal requirement.

71. Auditors shall be appointed and their duties regulated in accordance with the Act; the Trustees being treated as Directors mentioned in those sections.

NOTICES

72. (1) Subject to the Articles, anything sent or supplied by or to the Charity under the Articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the Charity.

(2) Subject to the Articles, any notice or document to be sent or supplied to a Trustee in connection with the taking of decisions by Trustees may also be sent or supplied by the means by which that Trustee has asked to be sent or supplied with such notices or documents for the time being.

73. Any notice to be given to or by any person pursuant to the Articles:

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(1) must be in Writing; or

(2) must be given in electronic form.

74. (1) The Charity may give any notice to a Member either:

(a) personally; or

(b) by sending it by post in a prepaid envelope addressed to the Member at her address; or

(c) by leaving it at the address of the Member; or

(d) by giving it in electronic form to the Member’s address.

(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. The notification must state that it concerns a notice of a company meeting and must specify the place (or electronic platform) date and time of the meeting.

(2) A Member who does not register an address with the Charity or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the Charity.

75. A Member present in person at any meeting of the Charity shall be deemed to have received notice of the meeting and of the purposes for which it was called.

76. (1) Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.

(2) Proof that an electronic form of notice was given shall be conclusive where the Charity can demonstrate that it was properly addressed and sent, in accordance with section 1147 of the Companies Act 2006.

In accordance with section 1147 of the Companies Act 2006 notice shall be deemed to be given:

(a) 48 hours after the envelope containing it was posted; or

(b) in the case of an electronic form of communication, 48 hours after it was sent.

WRITTEN AGREEMENT TO RESOLUTION

77. Except in the case of a resolution to remove a Trustee or the auditors before the expiry of their term, Members may pass a valid resolution without a meeting being held. But for the resolution to be valid:

77.1 it must be in Writing;

77.2 in the case of a special resolution it must be stated on the resolution that it is a special resolution, and it must be Signed by at least 75 per cent. of all those Members (or their duly authorised representatives) entitled to receive notice of and to attend general meetings;

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77.3 in the case of an ordinary resolution it must be Signed by a majority of all those Members (or their duly authorised representatives) entitled to receive notice of and to attend general meetings;

77.4 it may consist of two or more documents in identical form Signed by Members; and

77.5 the passing of the resolution must comply with any other requirements of the law from time to time.

78. A written resolution is passed when the required majority of eligible Members have signified their agreement to it.

79. A written resolution passed in accordance with Articles 77 and 78 has effect as if passed by the Charity in general meeting.

PROPER ACCOUNTS MUST BE KEPT

80. Accounts shall be prepared in accordance with the Act and the Charities Act. The accounts must be kept at the Office or at other places decided by the Board. The accounts must always be open to inspection by Trustees.

BYE LAWS

81. (1) The Trustees may from time to time make such reasonable and proper Bye Laws as they may deem necessary or expedient for the proper conduct and management of the Charity.

(2) The Bye Laws may regulate the following matters but are not restricted to them:

(a) the admission of members of the Charity and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members;

(b) the conduct of members of the Charity in relation to one another, and to the Charity’s employees and volunteers;

(c) the setting aside of the whole or any part or parts of the Charity’s premises at any particular time or times or for any particular purpose or purposes;

(d) the procedure at general meetings and meetings of the Trustees in so far as such procedure is not regulated by the Act or by the Articles;

(e) generally all such matters as are commonly the subject matter of company rules.

(3) The Trustees must adopt such means as they think sufficient to bring the Bye Laws to the notice of members of the Charity.

(4) The Bye Laws shall be binding on all members of the Charity. No bye law shall be inconsistent with, or shall affect or repeal anything contained in, the Articles.

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ALTERATIONS TO THESE ARTICLES

82.1 No alterations to these Articles may be made which would cause the Charity to cease to be a charity in law. Other alterations to these Articles may only be made by a special resolution at a general meeting or by a written special resolution and in accordance with the provisions of Article 18. A special resolution will be validly passed at a general meeting if the Charity gives the Members at least 14 Clear Days’ notice of the intention to pass a special resolution at the meeting and at least 75 per cent. of those voting at the meeting vote in favour of the resolution. Such a special resolution may be passed on shorter notice if 90 per cent. of the total number of Members having the right to vote agree to such short notice.

82.2 Alterations may only be made to:

82.2.1 the Objects; or

82.2.2 to any clause in these Articles which directs the application of property on dissolution; or

82.2.3 to any clause in these Articles which gives Trustees any benefit,

with the Charity Commission's and OSCR’s prior written consent where this is required by law.

82.3 The Charity shall inform the Charity Commission, OSCR and Companies House of any alterations to the Articles and all future copies of the Articles issued must contain the alterations.

DISPUTES

83. If a dispute arises between members of the Charity about the validity or propriety of anything done by the members of the Charity under these Articles, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.