Articles of Association

The Companies Act 1985

Company Limited by Guarantee and Not Having a Share Capital

1. In these articles:- “the act” means the Companies Act 1985 as amended by the Companies Act 1989 and any amendments from time to time in force. “the co-op” means the above named company. “secretary” means any person appointed to perform the duties of the secretary of the company. “employees” means anyone working 30 hours a week or more for the company. 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.

MEMBERS

2. Only employees may be members of the co-op, but any or all employees may be members of the co-op.

GENERAL MEETINGS

3. The co-op shall in each year hold a general meeting as it’s annual general meeting and shall specify the meeting as such in the notices calling it; not more than fifteen months shall elapse between the date of one annual general meeting of the co-op and the next, provided that so long as the co-op holds its first annual general meeting within eighteen months, it need not hold it in the year of its incorporation or in the following year.

4. All general meetings other than annual general meetings shall be called extraordinary general meetings.

5. The directors may whenever they think fit convene an extraordinary general meeting.

NOTICE OF GENERAL MEETINGS

6. An annual general meeting and a meeting called for passing of a special resolution shall be called by twenty-one days notice in writing at the least, and any other general meeting shall be called by fourteen days notice at the least. The notice shall specify the place, the date, the hour of meeting and the general nature of the business of the meeting and be delivered to all members; to the auditor of the co-op; and to any persons the directors wish to invite to the meeting in furtherance of the objects of the co-op.

7. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at the meeting.

8. 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 considering the accounts, balance sheets, and the reports of the directors and auditors and the appointment of, and the fixing of the remuneration, of the auditors.

9. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Fifty percent of the membership or two members, whichever is the greater, shall for the time being be the quorum.

10. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be dissolved.

11. Each general meeting shall elect a facilitator, to conduct the business of the meeting in an orderly manner.

12. All decisions at general meetings shall be made by consensus following the fullest discussion in which all members shall be entitled and allowed to speak freely according to their consciences. By consensus is meant a situation where those not in agreement agree not to maintain an objection. In event of consensus not being possible, the matter shall be referred to a second meeting, to be held not more than fourteen days after the date of the first meeting, when if consensus is still not possible the matter shall be decided by a majority of votes.

13. Every member shall have one vote.

DIRECTORS

14. All members of the co-op may be directors of the co-op. Only members of the co-op may be directors of the co-op.

BORROWING POWERS

15. The directors may exercise all powers of the co-op to borrow money, and to mortgage or charge its undertaking and property, or any part thereof.

POWERS AND DUTIES OF DIRECTORS

16. The business of the co-op shall be managed by the directors, who may pay all expenses incurred in promoting and registering the co-op, and may exercise all such powers of the co-op as are not, by the Act or by these Articles required to be exercised by the co-op in general meeting.

17. All cheques, promissory notes, drafts, bills of exchange, and all receipts for moneys paid to the co-op, 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.

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

a] of all appointments of members/directors.

b] of the names of the directors present at each meeting of the directors.

c] of all resolutions and proceedings at all meetings of the co-op, and of directors of the co-op.

19. All decisions of the directors shall be made by consensus following the fullest discussion in which all directors shall be entitled and allowed to speak freely according to their consciences. By consensus is meant a situation where all directors present are in agreement on an issue, or where those not in agreement agree not to maintain an objection.

SECRETARY

20. The secretary shall be appointed by the directors for such a term, at such remuneration and upon such conditions as they may think fit; and any secretary so appointed may be removed by them.

ACCOUNTS

21. The directors shall cause proper books of account to be kept with respect to-

a] all sums of money received and expended by the co-op and the matters in respect of which the receipt and expenditure takes place.

b] all sales and purchases of goods by the co-op.

c] the assets and liabilities of the co-op.

Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the co-op’s affairs and to explain its transactions.

22. The books of accounts shall be kept at the registered office of the co-op, or at such other place as the directors think fit, and shall always be open to the inspection of the directors.

23. The directors shall from time to time, in accordance with their statutory obligations, cause to be prepared and to be laid before the co-op in general meeting such profit and loss accounts, balance sheets and reports as are required by statute.

24. A copy of all documents required by statute and any other documents the directors see fit shall be delivered to all persons who receive notice of a general meeting together with the notice of that meeting.

AUDIT

25. Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act.

DISSOLUTION

26. Clause 7] of the Memorandum of Association relating to the winding up and dissolution of the co-op shall have effect as if the provisions thereof were repeated in these Articles.

Dated this 19th day of December 2008

R-ECO Articles of Association v 1.3.0